NUMBER 1905/11.

GREAT BRITAIN (British & Chinese Corporation, Limited, Pekin Syndicate, Limited, Yangtze Valley Company, Limited, and Chinese Central Railways, Limited) AND FRANCE (Banque de l'Indo-Chine, etc.)

Agreement in regard to the construction of certain railways.*-October 2, 1905. Memorandum of agreement made the 2nd day of October 1905 Between Carl Meyer of 4 & 5 King William Street in the City of London on behalf of a body of English capitalists consisting of the British and Chinese Corporation Limited, the Pekin Syndicate Limited and the Yangtze Valley Company Limited (who with their successors and assigns are hereinafter called "the British Group ") of the first part Stanislas Simon of 15 bis Rue Laffitte Paris in the Republic of France on behalf of a body of French capitalists consisting of the Banque de l'Indo-Chine, the Comptoir Nationale d'Escompte de Paris, the Société Générale, the Régie Générale de Chemins de Fer and Messieurs N. J. & S. Bardac (who with their successors and assigns are hereinafter called "the French Group") of the second part and the Chinese Central Railways Limited (hereinafter called "the Company ") of the third part. Whereas the Company was registered as a Company with limited liability under the Imperial British Companies Acts 1862 to 1900 on the 7th January 1904. And whereas the said Company was formed by two of the parties forming the British Group for the purpose of acquiring and dealing with concessions and other rights in connection with railways in China and elsewhere and for other purposes mentioned in the Memorandum of Association of the Company. And whereas there have been issued to the British Group 50,000 shares of £1 each on which the sum of 8s. per share has been called and paid up. And whereas the Company is at present entitled to the benefit of two agreements short particulars whereof are set forth in the schedule hereto and which refer to Railways proposed to be constructed from Pukou to Tientsin and from Pukou to Sinyang respectively. And whereas the Company has been for some time past negotiating to obtain a concession and other rights in connection with a Railway from the Hankow-Sinyang District to Chengtu in the province of Szechuen and the French Group have been for some time past negotiating to obtain a concession and other rights in connection with a Railway from the Hankow-Sinyang District to Chengtu and they have thereby come into competition with each other. And

*Text as printed in F. E. Review, vol. 10, p. 305.

In connection with this agreement see the Anglo-German bankers' agreement of September 2, 1898 (attached to the Agreement between Germany and Great Britain defining their mutual policy in China, October 16, 1900, No. 1900/5, ante); and the agreement among the British & Chinese Corporation, Chinese Central Railways, Banque de l'Indo-Chine, Deutsch-Chinesische Eisenbahn Gesellschaft, and "American Group," November 10, 1910 (No. 1910/5, post).

See also the Tientsin-Pukow Railway Loan Agreement of January 13, 1908 (No. 1908/1, post), the Hukuang Railway Loan Agreement of May 20, 1911 (No. 1911/5, post), and the Pukow-Sinyang Railway Loan Agreement of November 14, 1913 (No. 1913/12, post).

whereas for the purpose of putting an end to such competition the Company and the French Group have agreed to associate themselves together in the manner and on the terms hereinafter appearing. And whereas it is an essential term of the agreement that the British Group and the French Group shall so far as regards matters within the scope of the Company's objects do all in their power to oppose and defeat all competition with the Company. Now these presents witness that it is hereby agreed by and between the parties hereto as follows:

1. The capital of the Company shall be forthwith increased by the creation of 1,000 Deferred Shares of £1 each which shall be entitled to receive between them one-half the surplus profits of each year (which the Directors may determine to divide) after there shall have been paid by way of dividend or bonus to the holders of the shares other than the Deferred Shares a sum equal to the nominal amount of such shares and also to rank pari passu in any return of capital in a winding-up or otherwise until the full amount paid up on all the shares of the Company for the time being issued shall have been returned and thereafter to receive one-half of any surplus assets and on the terms that each deferred share shall upon a poll confer 100 votes in respect thereof upon the holder thereof.

2. Of the said deferred shares 550 numbered 1 to 550 inclusive shall be forthwith allotted to the British Group and the remaining 450 numbered 551 to 1,000 inclusive shall be issued to the French Group. All the shares so allotted shall be paid up in cash at once.

3. There shall also be allotted in the proportions below mentioned to the French Group or to persons nominated by them whose pecuniary responsibility shall be undoubted the remaining 50,000 shares of the original share capital and there shall be forthwith called and paid up on each such share the sum of 8s. and all calls thereafter made on the said shares shall be paid in due course. Of the said 50,000 shares 7,500 shall be allotted to the Compagnie Internationale d'Orient or their nominees (hereinafter called the Belgian Group) and 2,500 shares out of such 7,500 shall be transfered or the benefit thereof made over to the Yangtze Valley Company Limited on such terms and conditions as the British Group shall think fit. Of the 50,000 shares held by the British Group or their nominees 5,000 have been already transferred to the Belgian Group and in the event of certain American capitalists to be approved of by the British Group (hereinafter referred to as "the American Group ") agreeing within twelve months from the date hereof as to which time shall be of the essence of the contract to accept such participation but not a smaller one in the Company the British Group shall transfer or make over the benefit of a further 7,500 shares out of their 50,000 shares to the American Group but only upon such terms and conditions as the British Group shall think fit and in the event of the American Group not agreeing within the time aforesaid to participate as aforesaid the British Group shall transfer 2,500 out of the said 7,500 shares to the French Group and shall retain the remaining 5,000 shares for themselves so that in the event of the American Group not participating the said 100,000 shares will be held as to 45,000 by the British Group or their nominees as to 45,000 by the French Group or their nominees and as to 10,000 by the Belgian Group or their nominees. None of the said 100,000 shares shall save as aforesaid be sold transferred mortgaged or otherwise dealt with without the consent of the British and

French Groups for a period of five years from the date hereof and before the transfer of the shares aforesaid to the Belgian and American Groups agreements to the like effect to this Clause shall be entered into by them and by the Belgian Group also relating to the shares already transferred to them as aforesaid.

4. The number of Directors of the Company shall be increased to 18 of whom 9 shall be from time to time appointed by the holders of the 550 deferred shares numbered 1 to 550 inclusive or of a majority of them and the remaining 9 shall be from time to time appointed by the holders of the remaining 450 deferred shares numbered 551 to 1000 inclusive or of a majority of them.

5. The 9 Directors from time to time appointed by the holders of the said 550 Deferred Shares shall be appointed a permanent committee of the Board sitting in London and the 9 Directors from time to time appointed by the holders of the said 450 Deferred Shares shall be appointed a permanent committee of the board sitting in Paris, but all resolutions of the said Committees in London and Paris shall be subject in all respects to the control of the Board of Directors of the Company and to all resolutions of the Board affirming disaffirming or otherwise dealing with the same directly or indirectly.

6. The Chairman of the Board and also any person temporarily appointed to preside in his absence at a meeting of the Board or of the Company shall be a natural-born or naturalized British subject and be from time to time elected by the Directors appointed by the holders of the said 550 deferred shares out of the directors appointed by the holders of such shares and such Chairman or other person shall in addition to any votes he may already possess have a casting vote at such meeting of the Board and of the Company. Meetings of the Board shall be held in London or in Paris as may be determined by the Board. The General Meetings of the Company shall be held in London. The Chairman of the Paris Committee shall be appointed by the members of such Committee and the Chairman of the London Committee shall be the Chairman of the Board of Directors of the Company.

7. The French Group shall forthwith on the execution hereof vest in the Company the benefit of all negotiations entered into by or on its behalf in regard to the said concessions and rights in competition with the British Group and all surveys made in connection therewith and shall give to the company all documents and information in its possession relating thereto and the Company shall thereupon repay to the French Group such a sum as in the opinion of the Board of Directors of the Company shall represent the amount of the expenses incurred by the French Group therein and properly attributable thereto.

8. The engineers and other European employés engaged upon the said railway from Pukou to Chengtu and of each railway that may be formed or controlled by the Company (other than the said railway from Pukou to Tientsin) shall so far as possible be in equal proportions of British and French nationalities and all orders for materials rolling stock and plant and all contracts for construction of the said railways (other than as aforesaid) shall be divided in equal proportions between British and French manufacturers and contractors.

9. It shall also be an essential term of the contract that no change shall be made in the character or political status of the Company or of any railways formed or controlled by the Company. All concessions and other like rights and

privileges obtained by or for the Company shall be taken in the name of the Company.

10. All companies that may be formed by or under the auspices of the Company or in connection with any railways or other concerns in which it is interested shall be Chinese Companies. If that should appear undesirable the said Companies shall be of the same character as the Company and similar provisions to those herein contained in relation to the political character and status of the Company shall apply to each company so formed.

11. The British and French Groups shall respectively agree that so long as they hold any shares in the Company respectively they will respectively use their best endeavors to oppose and defeat any schemes competing with the Company's main business.

12. The voting power of the British and French Groups and of their nominees in respect of the shares of the Company for the time being held by them or on their behalf shall be used against and shall not be used in favor of any resolutions which may tend to contravene the provisions of this present contract and the Directors of the Company shall be authorised to disregard all votes given in contravention of this clause.

13. No share shall be transferred out of the names of the British French Belgian or American Group or their nominees to any companies or persons except upon the terms that such companies or persons shall bind themselves by the terms of this agreement and the Board shall refuse to register all transfers made in contravention of this agreement.

14. The Articles of Association of the Company shall be altered in such manner as to give effect to the provisions of this agreement.

In witness whereof the said parties to these presents have hereunto set their hands the day and year first above written.

THE SCHEDULE ABOVE REFERRED TO.

6th January, 1899.-Preliminary Agreement of this date made between His Excellency, Sheng Director-General of the Imperial Chinese Railway Administration, acting under the authority of the Tsung-li Yamen of the one part, and the British firm of Jardine Matheson & Co., for themselves and on behalf of the Hongkong and Shanghai Banking Corporation, of the other part, jointly representing a British Syndicate adopting the terms of the Preliminary Agreement signed by the above mentioned contracting parties on the 13th day of May, 1898,† for the financing constructing and working of a railway from Shanghai to Nanking as a Preliminary Agreement for the construction and working of a railway from Pukou to Sinyang in the provinces of Kiangsu Nganhui and Honan.

18th May, 1899.—An Agreement of this date ‡ made between their Excellencies Hsu and Chang duly authorized to act on behalf of the Imperial Government

† Printed as an annex to the Shanghai-Nanking Railway Loan agreement of July 9, 1903 (No. 1903/2, ante).

Printed as an annex to the Tientsin-Pukow Railway Loan agreement of January 13, 1908 (No. 1908/1, post).

of China of the one part and (A) The Deutsch-Asiatische Bank (B) the Hongkong and Shanghai Banking Corporation for themselves and on behalf of Messieurs Jardine Matheson & Co. as joint Agents for the British and Chinese Corporation Limited thereinafter called "the Syndicate" for the provision jointly by the Deutsch-Asiatische Bank and the British and Chinese Corporation of a loan and for the construction and working of a railway from Tientsin to the Yangtze Kiang.

(Signed)

CARL MEYER. Witness to the signature of Carl Meyer on behalf of the British Group WALTER S. HENDERSON,

Sol., 31 Lombard Street, London.
(Signed)

S. SIMON.

Witness to the signature of Stanislas Simon on behalf of the French Group

Witness to the signature of Thomas Gilbert for and on behalf of the Chinese Central Railways Limited,

WALTER S. HENDERSON,

Solr., 31 Lombard Street, London.

NUMBER 1905/12.

FRANCE AND THE UNITED STATES.

Exchange of notes in regard to the reciprocal protection of trade-marks in China.*-October 3, 1905.

AMERICAN LEGATION, Peking, China, October 3, 1905.

MR. MINISTER AND DEAR COLLEAGUE: The Government of the United States being desirous of reaching an understanding with the Government of the French Republic for the reciprocal protection against infringement in China by citizens of our respective nations of trade marks duly registered in the United States and France, I am authorized, by the Secretary of State of the United States, to inform you that effectual provision exists in American Consular Courts in China for the trial and punishment of all persons subject to the jurisdiction of the United States who may be charged with and found guilty of infringing in any way trade marks

*Texts (and translation) as printed in U. S. Treaty Series (No Number). Printed also in Malloy, p. 545.

See also the Exchange of notes in regard to the reciprocal protection of French and American copyrights in China, December 27, 1911 (No. 1911/14, post).