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Note I.

It has been stated that, to the treaty and additional agreement here printed, were attached certain secret protocols of which the following summary has been given: Summary of alleged Secret Protocols to Sino-Japanese Treaty of December 22, 1905.

"Whereas the protocols of the Conference recently held between the Plenipotentiaries of Japan and China with regard to Manchuria are to be kept strictly secret in deference to the desire of the Chinese Government, only such portions of those Protocols as possess the character of executory agreements are given in the following summary:

"1. The railway between Changchun and Kirin will be constructed by China with capital to be raised by herself. She, however, agrees to borrow from Japan the insufficient amount of capital, which amount being about one-half of the total sum required. The contract concerning the loan shall, in due time, be concluded, following, mutatis mutandis, the loan contract entered into between the board of the Imperial Railways of North China and the Anglo-Chinese Syndicate. The term of the loan shall be twenty-five years, redeemable in yearly instalments.

"2. The military railway constructed by Japan between Mukden and Hsinmintun shall be sold to China at a price to be fairly determined in consultation by Commissioners appointed for the purpose by the two Governments. China engages to reconstruct the line, making it her own railway, and to borrow from a Japanese corporation or corporations one half of the capital required for the portion of the line east of Liao-ho for a term of eighteen years repayable in yearly instalments, and a contract shall be concluded, for the purpose following, mutatis mutandis, the loan contract entered into between the Board of the Imperial Railways of North China and the Anglo-Chinese Syndicate.

All the other military railways in different localities shall be removed with the evacuation of the regions.

3. The Chinese Government engage, for the purpose of protecting the interest of the South Manchurian Railway, not to construct, prior to the recovery by them of the said railway, any main line in the neighborhood of and parallel to that railway, or any branch line which might be prejudicial to the interest of the above-mentioned railway.

“4. China declares that she will adopt sufficient measures for securing Russia's faithful observance of the Russo-Chinese treaties with regard to the railways which Russia continues to possess in the northern part of Manchuria, and that it is her intention, in case Russia acts in contravention of such treaty stipulations, to approach her strongly with a view to have such action fully rectified.

5. When in the future, negotiations are to be opened between Japan and Russia for regulation of the connecting railway services (Article VIII of the Treaty of Peace between Japan and Russia), Japan shall give China previous notice. China shall communicate to Russia her desire to take part in the negotiations through commissioners to be despatched by her on the occasion, and Russia consenting shall participate in such negotiations.

"6. With regard to the mines in the Province of Fengtien, appertaining to the railway, whether already worked or not, fair and detailed arrangements shall be agreed upon for mutual observance.

"7. The affairs relating to the connecting services as well as those of common concern in respect of the telegraph lines in the Province of Fengtien and the cables between Port Arthur and Yentai shall be arranged from time to time as necessity may arise in consultation between the two countries.

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8. The regulations respecting the places to be opened in Manchuria, shall be made by China herself, but the Japanese Minister at Peking must be previously consulted regarding the matter.

."9. If no objection be offered on the part of Russia respecting to the navigation of the Sungari (by Japanese vessels), China shall consent to such navigation after negotiations.

10. The Chinese_Plenipotentiaries declare that immediately after the withdrawal of the Japanese and Russian troops from Manchuria, China will proceed to take, in virtue of her sovereign right, full administrative measures to guarantee peace in that region and endeavor, by the same right, to promote good and remove evil as well as steadily to restore order, so that the residents of that region, natives and foreigners, may equally enjoy the security of life and occupation under the perfect protection of the Chinese Government. As to the means of restoring order, the Chinese Government are to take by themselves all adequate measures.

"11. While relations of intimate friendship subsisted as at the present time between China and Japan, Japan and Russia had unfortunately engaged in war and fought in the territory of China. But peace has now been reestablished and hostilities in Manchuria have ceased. And while it is undeniable that Japanese troops, before their withdrawal, have the power of exercising the rights accruing from military occupation, the Chinese Government declare that certain Japanese subjects in Manchuria have

recently been observed to sometimes interfere with the local Chinese administration and to inflict damage to public and private property of China.

"The Japanese Plenipotentiaries, considering that, should such interference and infliction of damage have been carried beyond military necessity, they are not proper acts, declare that they will communicate the purport of the above declaration of the Chinese Government to the Government of Japan, so that proper steps may be taken for controlling Japanese subjects in the Province of Fengtien and promote the friendly relations between the two nations, and also for preventing them in future, from interfering with the Chinese administration or inflicting damage to public or private property without military necessity.

"12. In regard to any public or private property of China which may have been purposely destroyed or used by Japanese subjects without any military necessity, the Governments of the two countries shall respectively make investigations and cause fair reparation to be made.

"13. When the Chinese local authorities intend to despatch troops for the purpose of subduing native bandits in the regions not yet completely evacuated by Japanese troops, they shall not fail to previously consult with the Commander of the Japanese troops stationed in those regions so that all misunderstandings may be avoided.

14. The Japanese Plenipotentiaries declare that the Railway Guards stationed between Changchun and the boundary line of the leased territory of Port Arthur and Talien, shall not be allowed, before their withdrawal, to unreasonably interfere with the local administration of China or to proceed without permission beyond the limits of the railway.

"15. Chinese local authoritites, who are to reside at Inkou, shall be allowed, even before the withdrawal of the Japanese troops, to proceed to that place and transact their official business. The date of their departure is to be determined, as soon as possible after the definite conclusion of this Treaty, by the Japanese Minister to China in consultation with the Waiwupu. As there is still in that place a considerable number of Japanese troops, quarantine regulations as well as regulations for the prevention of contagious diseases, shall be established by the authorities of the two countries in consultation with each other so that epidemics may be avoided.

"16. The revenue of the Maritime Customs at Yingkou shall be deposited with the Yokohama Specie Bank and delivered to the Chinese local authorities at the time of evacuation. As to the revenue of the native Customs at that place and the taxes and imposts at all other places, which are to be appropriated for local expenditures, a statement of receipts and expenditures shall be delivered to the Chinese local authorities at the time of evacuation."

The exploitation of the railways in Manchuria was entrusted by the Japanese Government to the South Manchuria Railway Joint Stock Company by an imperial ordinance of June 7, 1906, of which the translation (from the Japanese text as officially promulgated) is as follows:

Japanese Imperial Ordinance sanctioning Organization of South Manchuria Railway Company. June 7, 1906.

"We hereby sanction the organization of the South Manchuria Railway Joint Stock Company and cause the following Ordinance to be promulgated.

"June 7, 1906.

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(Sign Manual) (Privy Seal)

MARQUIS KIM MOCHI SAIONJI,
Minister President of State.
ISABURO YAMAGATA,

Minister of State for Communications.

IMPERIAL ORDINANCE NO. 142, JUNE 7, 1906.

"ARTICLE I.-The Government shall cause the organization of the South Manchuria Railway Joint Stock Company for the purpose of engaging in railway traffic in Manchuria. ARTICLE II.-The shares of the company shall all be registered [signed] and may be owned only by the Japanese and Chinese Governments or by subjects of Japan and China. "ARTICLE III.-The Japanese Government may offer its Manchurian railways, and their appurtenances, and its coal-mines in Manchuria, as the capital to be furnished by the Government.

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'ARTICLE IV. The company may divide the new shares to be raised into several issues to be floated at different times, but the amount of the first issue shall not be less than one-fifth of the whole amount.

"ARTICLE V.-The first payment upon the shares need not exceed one-tenth of the value of the shares.

"ARTICLE VI.-The company shall establish its head-office at Tokio and a branch office at Dalny.

"ARTICLE VII.-The company shall have a president, a vice-president, four or more directors and from three to five inspectors.

"ARTICLE VIII.-The president shall represent the company and manage its affairs. "The vice-president shall perform the president's duties when the latter is prevented from discharging them, and shall act as president when the latter post is vacant.

"The vice-president and directors shall assist the president in his duties and shall take charge of various departments of the company's business.

The inspectors shall examine the business of the company.

"ARTICLE IX.-The Government, subject to the Imperial sanction, shall appoint the president and vice-president, whose terms of office shall be five years.

The Government shall appoint the directors from among those shareholders who own fifty or more shares. The term of office shall be four years.

"The inspectors shall be elected from among the shareholders at a general meeting of the latter. The term of office shall be three years.

ARTICLE X.-The amount of compensation and allowances of the president, vicepresident and directors shall be fixed by the Government.

ARTICLE XI. The president, vice-president and directors of the company shall not engage in any other business or trade, under any name whatsoever, during their terms of office, except by special permission of the Government.

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'ARTICLE XII.-The Government shall appoint supervisors for the South Manchuria Railway Joint Stock Company to supervise the business of the company.

"The supervisors may at any time examine the company's business and inspect their safes, books, documents and any other articles belonging to the company.

"The supervisors, whenever they may deem it necessary, may order the company to report on the various accounts and the condition of the company's business.

'The supervisors may attend the general meetings of the shareholders of the company, or any other meetings, and express their opinions, but shall not be entitled to vote. "ARTICLE XIII.-The Government may issue such orders as may be necessary to superintend the business of the company.

"ARTICLE XIV.-In case the decisions of the company or the conduct of its officers are in violation of laws and regulations or of the object of the company, or are detrimental to the public welfare, or fail to carry out the orders of the Government office under whose jurisdiction the company is, the Government may cancel the said decisions or dismiss the officers concerned.

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ARTICLE XV. When the Government deems it necessary, it may apply to the company the provisions of the laws and regulations relating to railways in Japan.

In the case referred to in the preceding paragraph the Government shall inform

the company in advance as to the laws and regulations to be so applied.

"ARTICLE XVI.-When not otherwise provided for in this Ordinance, the provisions of the Commercial Code and its Supplementary Laws and Regulations shall be applied.

"ARTICLE XVII.—The provisions of Imperial Ordinance No. 366 [Relates to the construction of railways in foreign countries by Japanese companies.] of 1900, shall not be applied to the company that is to be organized in accordance with this Ordinance.

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"ARTICLE XVIII.-The Government shall appoint a commission to transact all business relating to the organization of the South Manchuria Railway Joint Stock Company. 'ARTICLE XIX.-The organizing commission shall draw up the company's articles of association, and after the said articles have been approved by the Government, shall open the subscriptions for the first issue of shares.

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ARTICLE XX.-When the first issue of the company's shares has been subscribed, the commission shall present to the Government the subscription list and apply for permission to organize the company.

ARTICLE XXI.-When the permission referred to in the preceding Article has been given, the organizing commission shall, without delay, call for the first instalment upon each share.

"When the first instalment referred to in the preceding Article has been paid in, the commission shall, without delay, call a general meeting for organization.

"ARTICLE XXII.-At the close of the first general meeting the organizing commission shall turn over its business to the President of the South Manchuria Railway Joint Stock Company."

The following are the translations (from the official Japanese texts) of the government order of August 1, 1906, concerning the South Manchuria Railway Company, and of the articles of incorporation of that company:

Japanese Government Order regarding South Manchuria Railway Company.—

August 1, 1906.

"To Masatake Terauchi, Chairman of the Organizing Commission of the South Manchuria Railway Joint Stock Company, And eighty other members of the Commission: "The following orders are hereby given respecting the several matters relating to the organization of the South Manchuria Railway Joint Stock Company, all matters pertaining to the management of which have been entrusted to the Commission. "August 1, 1906.

"ISABURO YAMAGATA,

Minister of Communications. "YOSHIRO SAKATANI, LL. D.,

Minister of Finance. "VISCOUNT TADASU HAYASHI, Minister for Foreign Affairs.

“ARTICLE 1.—In accordance with the Additional Agreement of the Japan-China Treaty relating to Manchuria, signed on December 22nd, 1905, the Company shall engage in the traffic of the following railways:

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"ARTICLE 2.-The railways mentioned in the preceding Article shall be changed to the 4 feet 8.5 inch gauge within three (3) years counting from the day on which the company commences its operations.

On the Tairen-Changchun Railway the tracks between Tairen and Sukiatun [near Mukden] shall be doubled.

ARTICLE 3.-The company shall make the various arrangements necessary for the lodging and meals of the passengers, as well as for the storage of goods at the principal stations on the line.

At the points on the harbors and bays touched by the railways the necessary arrangements shall be made for connecting water and land transportation.

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ARTICLE 4.-For the convenience and the profit of the railways, the company may engage in the following accessory lines of business:

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Mining, especially the operation of the coal-mines at Fushun and Yentai.

Electrical enterprises.

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Water transportation.

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Sale on commission of the principal goods carried by the railways.

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Warehousing.

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'Business relating to the land and buildings on the land attached to the railways. In addition, any business for which Government permission has been given. "ARTICLE 5.-The company shall, subject to the permission of the Government, make the necessary arrangements for engineering works, education, sanitation, etc. within the area of lands used for the railways and the accessory lines of business.

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'ARTICLE 6.—To defray the expenses necessary for the arrangements mentioned in the preceding Article, the company may, subject to the permission of the Government, collect fees of those who live within the area of lands used for the railways and the accessory lines of business, or make any other assessments for necessary expenses.

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ARTICLE 7.-The total amount of the company's capital stock shall be 200 million Yen, of which 100 million Yen shall be furnished by the Imperial [Japanese] Government.

ARTICLE 8.-The capital to be furnished by the Government mentioned in the pre

ceding Article shall consist of the following properties:

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The existing railways.

"All properties belonging to the railways, except those in the leased territory specially designated by the Government.

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The coal mines at Fushun and Yentai.

ARTICLE 9.-The rolling stock now being used by the Government, and the rails as well as the accessories of the Mukden-Antunghsien temporary railway, shall be sold to the company at a reasonable price.

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ARTICLE 10.-The shares not owned by the Government shall be open to subscription by Japanese and Chinese subjects.

ARTICLE 11.-When the dividend of the company for any business year is less than six (6) per cent per annum on the paid amount for the shareholders other than the Governments of Japan and China (hereafter to be styled merely the shareholders'), the Government shall supply the deficiency for a period of fifteen (15) years only, (or for thirty

(30) business years if the calendar year be divided into two business years), commencing from the day of the registration of the company's establishment. However, the amount of money to be furnished by the Government to supply the deficiency referred to shall, under no circumstances, exceed six (6) per cent per annum on the capital paid in by the shareholders.

“ARTICLE 12.-When the dividend of the company for any business year does not exceed six (6) per cent per annum on the capital paid in by the shareholders, the dividend on the shares owned by the Government need not be paid.

"The shares owned by the Chinese Government shall be dealt with in a similar way to those owned by the Imperial Government.

"ARTICLE 13.-The Government shall guarantee the payment of interest on the debentures which the company may issue for the reconstruction of the railways, or for the operation of the accessory business, and on those which the company may issue for consolidating or redeeming these debentures. The Government shall, if necessary, guarantee the repayment of the principal.

"The amount of the face value of the debentures to be guaranteed by the Government shall not exceed the amount remaining when the capital paid in by the shareholders other than the Government is subtracted from the total of the capital subscribed by them [shall not exceed the difference between the capital subscribed and the amount paid in].

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'The debentures mentioned in the first paragraph shall be redeemed within twentyfive (25) years counting from the year of their issuance.

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ARTICLE 14.-For the debentures issued in accordance with the provisions in the first paragraph of the preceding Article, the Government shall supply the amount corresponding to the interest on the debentures.

"When the dividend on the capital paid up by the shareholders exceeds six (6) per cent per annum, the surplus shall first be applied to the payment of the interest on the debentures. However, in this case the amount of surplus shall be deducted.

"ARTICLE 15.-When there is any surplus after paying the interest on the debentures, as mentioned in the preceding Article, out of the profits of the company's business, the said surplus shall be apportioned to the shares owned by the Governments of Japan and China until the rate is equal on the respective amounts paid up by all shareholders.

"ARTICLE 16.-The money to be supplied by the Government, as provided for in Articles 11 and 14, shall bear interest at six (6) per cent per annum. The interest shall be added annually to the principal, and the total shall be the company's indebtedness to the Govern

ment.

"When the dividend for all the shares exceeds ten (10) per cent per annum, the surplus shall be devoted to the redemption of the company's debt mentioned in the preceding paragraph.

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ARTICLE 17.-Any surplus of funds raised by means of the debentures mentioned in Article 13 shall be deposited with the Division of Deposits in the Department of Finance. ARTICLE 18.-The company shall determine estimates of the capital to be paid up and the debentures to be floated during each business year, their face value, issuing price, rate of interest, date of issuance et cetera, and shall receive the Government's approval. "ARTICLE 19.-The company shall determine the regulations relating to its finances and business, and shall secure the Government's approval.

"When the company desires to alter the regulations mentioned in the preceding paragraph and the articles of incorporation, similar steps shall be taken.

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ARTICLE 20.-The plans of the company's business, the estimate of the cost of operation, the budget of income and expenditures connected with the company's business, the settlement of the same and the rate of the dividend for each business year shall be submitted to the Government for approval. When the company desires to alter the foregoing items, similar steps shall be taken.

"ARTICLE 21.-At the designation of the Government the company shall report on the following matters:

"The present condition of the cost of operation as well as the income and expenditures connected with the company's business.

"The actual condition of the company's work in general.

ARTICLE 22.-Without the permission of the Government the company shall not dispose of its principal rights and properties; nor give the same for security.

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ARTICLE 23.-When the Government deems it necessary, it may order the freight charges to be reduced, but only under special conditions.

ARTICLE 24.-The Government may, when it deems necessary, order the company to make new works arrangements or modify the existing ones.

"ARTICLE 25.-At the designation of the Government the company shall be under obligation at any time to place the railways, land and any other articles at the service of the Gov

ernment.

ARTICLE 26.-The Articles and paragraphs relating to the funds to be supplied by the Government and the Government guarantees mentioned in the present order shall be confirmed upon the approval of the Imperial Diet."

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