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on the lenders but each of the parties to the said contracts shall severally liquidate its own engagements and liabilities towards the party of the other side in China. The parties to the said contracts will so far as possible come to an understanding with regard to the realisation of the operations, but so that such realisation in whatever manner this may take place shall be for the separate benefit of each of the lenders as regards their respective participations therein.

7-IN the event of either of the lenders declining a participation in any business proposed either at the outset or at any time during the course of the negotiations the other lenders shall have the option of taking up and carrying out the business either jointly or if only one takes up the business separately on their or its respective accounts without prejudice to the provisions of this Agreement.

8.-THE lenders will endeavour to secure in their respective markets a successful issue of any loan the subject-matter of contracts entered into with them jointly or in which they may be jointly interested.

9.-ANY participation given in its own market by any one of the lenders shall be for its own account only but any participations given by and in the mutual interest of all the lenders who may be parties to or interested in any contract to any banks or banking firms outside of England, France and Germany, respectively, shall be borne in equal shares by the parties interested.

10.-ALL offers shall be made to the Chinese Authorities and loans accepted on terms of control which involve as a minimum:

(A) The appointment of Engineers in Chief to be approved by the lenders or lender
taking a participation in the business and the Chinese to be required to make
appointments approved by such lenders or lender alternately according to the
order of the parties to this Agreement except where the interest of any other
group can be shown to predominate and in that case the Engineer shall be
appointed by that group.

(B) Until actually required for construction proceeds of Loans to remain under the
control of such lenders on terms not less favourable to the lenders than are
contained in the Hukuang Loan Agreement initialled Sixth June, One thou-
sand nine hundred and nine, and in the corresponding official despatch.
(c) Provision for proper account keeping and financial control under the direction of
a Chief Accountant to be approved by such lenders or lender.

11. THE orders for materials required for any railway as far as possible shall be equally divided between the lenders or lender participating and the commission receivable from the Chinese on such purchases after provision for the expenses of earning such commission is to be shared between the lenders or lender participating equally or as may be arranged.

12. THE Central Company consents to be bound by the terms of this Agreement to the extent of giving effect thereto by granting to the German Company one-third interest in all loans for railway purposes obtained by it in connection with any part of the Chinese Empire north of the Yangtse River and the German Company agrees to grant to the Central Company two-thirds interest in any loans for railway purposes secured by the German Company in the said area, and the granting of such interest to the Central Company is hereby accepted by the Corporation and the French Bank as in satisfaction of all rights under this Agreement to participation in such loans. The Central Company not being comprised in the lenders as per Article 3 shall in their negotiations with the Chinese Authorities nevertheless be bound by Clause 10 of the present Agreement.

13. It is distinctly understood that by the foregoing Articles 3 and 12 the German Company shall participate in any business of the kind defined in Article 2 of this Agreement to the extent of one-third share.

14. Save as herein provided and as provided in an Agreement between_the_Hong Kong and Shanghai Banking Corporation the Deutsch-Asiatische Bank and the Banque de l'Indo-Chine proposed to be entered into immediately after this Agreement no business of the kind falling within the scope of this Agreement shall be concluded or entered into either directly or indirectly by any of the parties hereto or by any of those whom they respectively represent without the consent of the others.

15.-THE present Agreement shall remain in force until the Thirty-first December, One thousand nine hundred and twelve, and unless determined on that day by twelve months' previous notice given by any one of the parties to the others then until six months' notice shall be given by any one of the parties such notice to expire on the Thirtieth June or Thirty-first December in any year. Provided nevertheless that if during the continuance of the present Agreement the Agreement of the Thirtieth June. One thousand eight hundred and ninety-eight, made between the Corporation and the Hong Kong and Shanghai Banking Corporation the terms of which have been communicated to the other parties hereto shall be determined by that Bank in pursuance of the power therein contained then the present Agreement shall forthwith upon such determination also cease and determine. Notwithstanding the termination of the present Agreement all contracts

made hereunder shall continue in force for their due fulfilment until completely carried out. IN WITNESS whereof the duly authorised representatives of the respective parties hereto have set their hands the day and year first above written.

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Crédit Lyonnais,

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L. Behrens & Söhne,

Norddeutsche Bank in Hamburg,

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Shanghai.

Frankfurt a/M.
Köln.
Hamburg.

Bayerische Hypotheken-und Wechselbank, München.

For and on behalf of THE BRITISH AND CHINESE CORPORATION, LIMITED,

W. KESWICK.

C. S. ADDIS.

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For and on behalf of THE DEUTSCH-CHINESISCHE EISENBAHN GESELLSCHAFT m.b.H., FR. URBIG.

REHDERS.

NUMBER 1911/1.

JAPAN (Yokohama Specie Bank) AND CHINA

Agreement for the Imperial Chinese Government five per cent railway loan of the 3rd year of Hsüan T'ung (1911)*—March 24, 1911.

WHEREAS the Board of Posts and Communications of the Imperial Government of China has, for the purpose of redeeming a loan item which has been contracted for and in connection with the Government Railway and is due to

*Text as printed in Wang, p. 515.

In connection with this agreement see also the Board of Posts and Communications Loan, and the seven per cent Peking-Hankow Railway redemption Loan, of October 8, 1908 (Nos. 1908/12, and 1908/13, ante).

another department of the Government, decided to raise a Gold Loan for an amount of ten million yen (Y10,000,000), this Agreement is now made at Peking on this twenty-fourth day of the second month of the third year of Hsuan Tung, corresponding to the twenty-fourth day of the third month of the forty fourth year of Meiji (March 24, 1911), between

THE BOARD OF POSTS AND COMMUNICATIONS, hereinafter called the BOARD, representing the Imperial Government of China, of the one part and THE YOKOHAMA SPECIE BANK, LIMITED, hereinafter called the BANK, of the other part.

ARTICLE 1.-The Imperial Government of China hereby authorises the Bank to issue a Five Per Cent. (5%) Gold Loan for an amount of Ten Million Yen (Y10,000,000).

The Loan shall be of the date on which the same is issued to the public and shall be called "The Imperial Chinese Government Five Per Cent. (5%) Railway Loan of the Third Year of Hsuan Tung ".

ARTICLE 2.-The price of the bonds agreed upon is ninety five per cent (95%) of the nominal face value, that is to say, the Imperial Government of China shall receive ninety five Yen (Y95) for each one hundred Yen (Y100) bond, and at the time of the repayment of the Loan, which will be made according to the schedule attached to this Agreement, the bondholders shall receive the face value of the bonds in full, that is to say, one hundred yen for each bond.

ARTICLE 3.-The rate of interest for the Loan shall be five per cent (5%) per annum on the nominal principal, that is to say, five yen (Y5) per every one hundred yen (Y100) face value, and the interest shall be paid to the bondholders half yearly through the Bank. The interest shall run from the date on which amounts of the proceeds of the Loan shall have been placed to the credit account of the Board with and in the Bank and the same notified to the Board, and shall be paid by the Imperial Government of China, in the first place, out of the revenue of the Peking-Hankow Railway (after deducting the amounts required for payment of the principal and interest of the Chinese Imperial Five Per Cent. Gold Loan of 1908 and of the Peking-Hankow Railway Redemption Loan of the same year),† but should it be found that the above revenue is not sufficient to meet the amount required, then out of such revenue as the Imperial Government of China may deem fit to use for the purpose. The said payment shall be made to the Bank in half yearly instalments according to the amounts specified in the Schedule attached to this Agreement, and ten days before their due dates.

The terms mentioned herein and elsewhere in this Agreement shall be calculated according to the Solar Calendar.

ARTICLE 4.-The term of the Loan shall be twenty five (25) years. Repayment of the principal shall commence, by annual drawings, after the expiry of ten years from the date of the Loan and shall be made by yearly amortisation to the Bank, by the Imperial Government of China, in the first place, out of the revenue of the Peking-Hankow Railway (after deducting the amounts required for payment of the principal and interest of the Chinese Imperial Five Nos. 1908/12 and 1908/13, ante.

Per Cent. Gold Loan of 1908 and of the Peking-Hankow Railway Redemption Loan of the same year), but should it be found that the above revenue is not sufficient to meet the amount required, then out of such revenue as the Imperial Government of China may deem fit to use for the purpose, according to the amounts specified in the Schedule attached to this Agreement, and ten days before their due dates.

ARTICLE 5.—If, at any time after the lapse of ten (10) years from the date of the issue of this Loan, the Imperial Government of China should desire to redeem the whole outstanding amount of the Loan, or any part thereof, not yet due for repayment according to the schedule of repayment hereto attached, they may do so until the end of the twentieth year by payment of a premium of two and one half per cent (22%) on the face value of the bonds, that is to say, by payment of one hundred and two and a half yen (Y102%) for each one hundred yen (Y100) bond, and after the twentieth year at par, but in each and every case of such extra redemption, the Imperial Government of China through the Board shall give six (6) months prior notice to the Bank, and each redemption shall be effected by additional drawings of bonds to take place on the date of an ordinary drawing.

ARTICLE 6.-The Bank having [been?] appointed Agent for the service of the Loan, the payments due for amortisation and interest, referred to in Articles 3 and 4, shall be made in accordance with the amounts of the Schedule attached to this Agreement as fixed by Articles 3 and 4 to the Bank, by the Board, who shall hand to the said Bank in Shanghai or in Tientsin funds in Shanghai or in Tientsin Sycee or in new national currency after its circulation, sufficient to meet such payments in Gold in Japan, exchange for which shall be settled with the said Bank on the basis of exchange rate of the same day, the Board having, however, the option of settling exchange with the Bank at any date or dates within six (6) months previous to any due date for the payment of interest and the repayment of principal. These payments may, however, be made in gold, if the Imperial Government of China should happen to have gold funds "bona fide" at their disposal in Japan, Europe or/and America, not remitted from China for the purpose, and desire so to use them.

In reimbursement of the expenses connected with the payment of interest and the repayment of principal of the Loan, the Bank will receive a commission of two and a half yen (Y21⁄2) per every one thousand yen (Y1,000), or two and one half per mill (20/00), on the annual Loan service.

ARTICLE 7.-The Imperial Government of China hereby engages that the interest and principal of this Loan shall duly be paid in full, and should the revenue of the Peking-Hankow Railway not be sufficient to provide for the due and full payment of interest and repayment of principal, the Board shall memorialise the Throne and the Imperial Government of China will thereupon make arrangement to ensure that the amount of deficiency shall be met from other sources and handed over to the Bank on the date upon which funds are required, to complete full payment of interest and repayment of principal.

ARTICLE 8.-This Loan is secured by the first charge, free from all encumbrances, upon the revenue of the Board of Finance (Tuchi Pu) under

the item of the "Tribute-Grain Conversion Tax" of the Province of Kiangsu in the Empire of China, to the amount of one million Kuping Taels (K. P. Tls. 1,000,000).

In the event of default of payment of instalment of the principal and/or interest of this Loan on due date, the Imperial Government of China will instruct the proper authorities in control of the said revenue to hand it over to the Bank in the interests of bondholders.

It is agreed that so long as this Loan or any part thereof shall remain unredeemed, the same shall have priority, both as regards principal and interest, over all future loans, charges and/or mortgages charged on the above mentioned revenue, and it is further agreed that any and all future loans, charges and/or mortgages on the said revenue shall be made subject to this Loan, and it shall be so expressed in every agreement for such future loan, charge and/or mortgage, and that previous to conclusion of any such agreement express notice thereof shall be given to the Bank.

ARTICLE 9.-The Bank is hereby authorised to issue to the subscribers to the Loan bonds for the total amount of the Loan. The form of the bonds shall be settled by the Bank in consultation with the Chinese Minister in Tokyo. The Bonds shall be engraved in Japanese and Chinese or in Chinese, Japanese and English according as found convenient; they shall, besides bearing facsimile of the signature of the President of the Board and of his seal of Office, also bear facsimile of the signature of the Chinese Minister in Tokyo and of his seal of Office, latter particularly as a proof that the issue and sale of the Bonds are duly authorised by and binding upon, the Imperial Government of China, and the representatives of the Bank in Japan shall countersign the Bonds as agents for the issue of the loan.

In the event of bonds issued for this Loan being lost, stolen or destroyed, the Bank shall thereupon immediately notify the Board and the Chinese Minister in Tokyo, who shall authorise the Bank to insert advertisement in the public news-papers notifying that payment of the same has been stopped and to take such other steps as may appear advisable or necessary according to the laws and customs of the country concerned.

All expenses to be incurred under this article shall be borne by the Bank.

ARTICLE 10.-All bonds and coupons and payments made and received in connection with the service of this loan shall be exempt from all Chinese taxes and imposts during the currency of this loan.

ARTICLE 11.-All details necessary for the Prospectus or connected with payment of the interest and repayment of the principal of this loan, not herein explicitly provided for, shall be left to the arrangement of the Bank in consultation with the Chinese Minister in Tokyo.

The Bank is hereby authorised to issue the Prospectus of the loan as soon as possible after the signature of this Agreement, and the Imperial Government of China will instruct the Chinese Minister in Tokyo to sign the Prospectus of the Loan, if deemed necessary, and to co-operate with the Bank in any matters requiring conjoint action.

ARTICLE 12.-The Loan shall be issued by the Bank to the Public

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