[Subjects of minor importance are dealt with in the following sections:

"§ 17. Distribution of net profits of the railway.

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"§ 18. Functions of Board of Management, the seals of which will be at Peking and St. Petersburg.

"§ 19. Constitution of the Board, which is to consist of nine members elected by the shareholders. The Chairman is to be appointed by the Chinese Government; the ViceChairman is to be chosen by the members of the Board from among themselves.

"§ 20. Order of transaction of the business of the Board.

"§21. General meetings of shareholders and the subjects that shall come under their

Order of convening general meetings.

Conditions under which general meetings shall be recognized as legally held.
Participation of shareholders in proceedings of general meetings.
Local management of works of construction.

"§ 25.

"§ 26. Local management of railway when in working order.

"827. Questions to be submitted for confirmation by Russian Minister of Finances. § 28. Committee of audit.]

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"Gratuitous Entrance into Possession of Railway by Chinese Government.— § 29. In accordance with the Agreement concluded with the Chinese Government, the latter, after the expiration of eighty years of possession of the railway by the Company, enters into possession of it and its appurtenances.

"The reserve and other funds belonging to the Company shall be employed in paying the money due to the Russian Government under the guarantee (§ 16) and in satisfaction of other debts of the Company, and the remainder shall be distributed among the shareholders.

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Any money that may remain owing by the Company to the Russian Government at the expiration of eighty years in respect of the guarantee shall be written off."

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The Russo-Chinese Bank will incur no responsibility in respect of the same.

Right of the Chinese Government to Acquire the Railway on the Expiration of Thirty-six Years.-§ 30. In accordance with the agreement concluded with the Chinese Government, on the expiration of thirty-six years from the time of completion of the whole line and its opening for traffic, the Chinese Government has the right of acquiring the line, on refunding to the Company in full all the outlays made on it, and on payment for everything done for the requirements of the railway, such payments to be made with accrued interest.

It follows as a matter of course that the portion of the share capital which has been amortized by drawing and the part of the debt owing to the Russian Government under the guarantee and repaid out of the net profits (§17) will not constitute part of the purchase money.

"In no case can the Chinese Government enter into possession of the railway before it has lodged in the Russian State Bank the necessary purchase money.

"The purchase money lodged by the Chinese Government shall be employed in paying the debt of the Company under its bonds and all sums, with interest, owing to the Russian Government, the remainder of the money being then at the disposal of the shareholders."

See, also, the first supplement to the charter, February 5/17, 1899, printed at p. 157, post, as an annex to the Agreement concerning the Southern Manchurian Branch of the Chinese Eastern Railway, July 6, 1898 (No. 1898/15, post).

Note 4.

See in this connection the agreements of July 5/18, 1901 (No. 1901/2) and January 1/14, 1902 (No. 1902/1, post), in regard to the jurisdiction over Chinese subjects. As to the jurisdiction over Russian subjects in the zone of the Chinese Eastern Railway, consult the Ukaz to the Governing Senate on that subject, under date of July 20/August 2, 1901-originally secret, but subsequently made public in the course of a judicial proceeding -of which the translation is as follows:

Russian Imperial Ukaz regarding Jurisdiction in Chinese Eastern Railway Zone.August 2, 1901.

"The construction of the Chinese Eastern Railway and the realization of the enterprises dependent upon it have attracted a great number of Russians to the line of the railway, which passes through the territories of China, where Our subjects, by virtue of the treaties concluded between the Imperial Government and the Government of the Bogdokhan, have the right of being judged in accordance with Russian laws. Desiring to place on a firm basis of justice the actions that may arise between Russian subjects on the line of exploitation of the above-mentioned railway, We have found it good to submit these actions to the competence of the nearest tribunals of the Empire.

Having studied and approved the proposals elaborated on this subject by a Special Commission under Our orders, We decree:

"1-In order to enforce justice and preventive measures upon the line of exploitation of the Chinese Eastern Railway, in matters which are within the competence of the Russian judicial authorities, to establish the posts of Justices of the Peace, submitting the above-mentioned line of exploitation to the jurisdiction of the nearest district courts of the Empire.

§1:

"2.—To define as follows the jurisdiction of the judicial institutions mentioned in "a) The competency of these institutions includes matters arising on the line of exploitation of the Chinese Eastern Railway between Russian subjects exclusively, and particularly, in criminal matters, where the accused and the injured parties are Russians, and in civil matters, where both sides, plaintiff and defendant, are Russian subjects: the judicial institutions act, in the examination and decision of cases, as well as in preliminary investigations, in accordance with §§ 84, 88, 89 and 90 of the Temporary Regulations for the Administration of the Kwantung Region.

"b) The Russian judicial authorities have the right to make preliminary investigations in criminal matters arising on the above-mentioned line, when the identity of the accused person is unknown but the injured party is a Russian subject; but if in the course of the inquiry it appears that the accused person is not a Russian subject, the case should be referred to the proper quarter by the official of the Ministry for Foreign Affairs stationed in Manchuria, or by the Russian Consul in Newchang if the matter arose within the limits of the above-mentioned open port.

"c) To extend the arrangement outlined in this paragraph to the Southern Branch of the Chinese Eastern Railway, with the exception of that portion of it which traverses the Kwantung Region.

"3.-To transfer to the Governor-General of the Amur Region, in so far as concerns matters that arise within the jurisdiction of the Justices of the Peace who are under the control of the district courts of the Governor-General of the Amur Region, the rights and duties attaching to the chief of the Kwantung Region in those cases specified in Remark (a) to Article 96 of the Temporary Regulations for the Administration of the Kwantung Region.

"4.-To impose upon the frontier guards of the Trans-Amur Region the duty of executing the judgment and orders of the Justices of the Peace and other legal institutions, as well as the serving of summons and other documents on the parties, on the line of the Chinese Eastern Railway.

"5.-In supplement to the present arrangements of those judicial institutions, to institute for each of the district courts of Vladivostok and Chita, as well as for the Appeal Court of Irkutsk, the post of Assistant Prosecutor in each of these tribunals.

"6.-To give to each of the officials mentioned above in §§ 1 and 5 the maintenance, rights and privileges established by the Temporary Regulations for the Administration of the Kwantung Region for the Justices of the Peace of that Region and for the Assistant Prosecutor of the District Court of Port Arthur, with the exception that they are to receive lodgings instead of an allowance for that purpose.

"7-To entrust to the Minister of Justice, after a preliminary understanding with the Minister of Finance, the appointment of the Justices of the Peace established on the line of the Chinese Eastern Railway, and the determination of their number, their place of residence, and their dependence upon the District Courts of the Empire.

"8.-To insert annually in the budget of the Ministry of Justice the sums necessary for the maintenance of the officials mentioned in §§ 1 and 5, to an amount to be determined by the Minister of Justice in accord with the Minister of Finance, and in reimbursement of this expenditure by the State, to demand from the treasury of the Chinese Eastern Railway the payment of a sum equivalent to this amount. Apart from the yearly payment of the said sum, to impose upon the said Company the obligation: (a) To furnish the Justices of the Peace and the Assistant Prosecutors, on the line of the Chinese Eastern Railway, lodgings and their transportation within the limits of their districts; and (b) To reimburse to the Government Treasury all expenses incurred by them and all the transportation money and all sums established by law for their maintenance during their transit to their posts.

"9.-To give the Chinese Eastern Railway Company the right to sue civil cases and to be defendant in civil cases, in matters concerning its property, upon the terms specified in Section I, Book III, of the Code of Civil Procedure (Articles 1282-99 [Relating to suits by or against Governmental institutions.-EDITOR.]; Volume XVI, Chapter I, Collection of Laws, edition of 1892), and with the application of the provisions contained in Remark 2 to Article 1289 of the Code of Civil Procedure.

"10.-To extend to employees of the Chinese Eastern Railway, in respect to criminal prosecutions against them for wrong-doing in the course of their functions, and claims against them for loss or damage due to their carelessness, neglect or delay, the provisions established in Articles 1066-1123 of the Judicial Regulations and 1316-1330 of the

Code of Civil Procedure [Relating to claims against Government agents and officials in connection with their functions.-EDITOR] (Collection of Laws, Volume XVI, Chapter I, edition of 1892).

"11.-To put the above regulations into force at a time to be determined by the Ministers of Justice and Finance.

"12.-Not to publish the present ukaz for general information.

"On the original is the signature of His Imperial Majesty, in his own hand,

Note 5.

"NIKOLAI."

Agreements for the expropriation of lands required for railway purposes in the Manchurian Provinces of Heilungkiang and Kirin were concluded on August 30, 1907 (Nos. 1907/13 and 1907/14, post).

An agreement concerning timber concessions in Kirin Province was signed on the same date (No. 1907/15, post), and an agreement for similar concessions in Heilungkiang Province on April 5, 1908 (No. 1908/6, post).

With the text of the railway contract, as given in Soglashenia, is printed (at p. 8) the French text of a letter from the Chinese Minister to the representative of the bank, dated September 8th, of which the body reads (in translation) as follows:

"In discussing §6 of the contract signed to-day, you have drawn my attention to the question of coal. I have taken note of the observations you made to me in that regard, and shall not fail to make a report to the Tsungli Yamen on that subject, emphasizing the importance of granting the Company the most favorable terms for the working of such coal mines as may be found in the neighborhood of the line of the (Chinese) Eastern Railway,"

See the Agreements for the mining of coal in the Provinces of Heilungkiang and Kirin, August 30, 1907 (No. 1907/12, post).

Note 6.

In connection with Article 9, it is to be noted that under date of August 7, 1917, the Russian Legation at Peking addressed to the Legations of other friendly nations there a note verbale of which the translation is given herewith, requesting their assent to an extension of the passport control exercised by the Russian authorities within the zone of the Chinese Eastern Railway, as a temporary measure necessitated by conditions arising out of the war:

Temporary Agreement regarding Passport Control in Chinese Eastern Railway

Zone.-August, 1917.

"The special administrative system in force upon the territory of the Chinese Eastern Railway, arising out of the fact that this Russian railway passes through Chinese territory, renders very difficult the effective surveillance of the Russian frontier on the borders of Manchuria. It is because of this that a great number of criminals, anarchists, and espe cially enemy spies, have succeeded in entering Russia by that route.

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A serious control over all persons, both Russian and foreign, proceeding into Russia by way of Manchuria, could be rendered really effective only if it were possible to subject foreigners-upon their arrival at the terminal stations of the railway mentioned above, as well as during their sojourn at Harbin and other places upon the territory conceded to the railway-to the passport regulations of which the observance is compulsory for their entry and for their sojourn in Russia.

"It would, in particular, be necessary to require every foreigner proceeding into North Manchuria—that is, in the case of those proceeding there by railway from the Kwangchengtze-Changchun station-to observe the following rules:

"1-He should be furnished with a national passport, in good order;

"2-His photograph should be attached to the passport;

"3-The passport should be visaed by the competent Russian authority; and

"4-The passport should embody an indication whether, as the case may be, the bearer is by birth of the nationality that he acknowledges, or whether he acquired it by the process of naturalization.

Consent to the observance of these rules, on the part of their nationals, is hereby requested of the Legations resident in Peking.

"It goes without saying that these rules, having no other object than that specified above, will be obligatory only for the period of the war now in progress. They are in no way designed to create vested rights based on precedents."

Acceptances of this proposal were communicated to the Russian Legation as follows: In behalf of Italy, August 7, 1917; Netherlands, August 11, 1917; France, August 17, 1917; Great Britain, August 17, 1917; Belgium, August 20, 1917; United States, August 30, 1917.

Note 7.

To the text of the contract as printed in Wang is appended (at p. 11) a copy of a letter addressed to the Chinese Minister by the representative of the bank, under date of September 2, 1896, of the body of which the translation is as follows:

"I have the honor to avail myself of Your Excellency's permission to confirm to you that the accounts of the railway to be constructed will be made up annually and will be published officially. This report will present the status of the several accounts, the receipts and expenses for operation and also for the service of debts, loans, etc. The eventual repurchase would be effected on the basis of these balances as published annually. The detailed conditions of repurchase will be provided for in the Company's charter (i.e., statuts de la Société)."

See the exchange of Notes between China and Japan concerning the extension of the term of lease of the South Manchuria Railway, etc., May 25, 1915 (No. 1915/8, post).

NUMBER 1896/6.

JAPAN AND CHINA.

Protocol concerning Japanese settlements, inland navigation, taxes on manufactures, etc.*-October 19, 1896.

Baron Hayashi Tadasu, Shoshii, Grand Cross of the Imperial Order of the Sacred Treasure, Envoy Extraordinary and Minister Plenipotentiary for Japan; and Ching, Jung, and Chang, the Ministers charged with Foreign Affairs of the Empire of China;

have agreed upon and concluded the following four Articles:

Art. 1.—It is agreed that Settlements to be possessed exclusively by Japan shall be established at the towns and ports newly opened to trade. The management of roads and local police authority shall be vested solely in the Japanese Consuls.

Art. 2.-Matters relating to steamboats and chartered or owned vessels referred to in the provisional Regulations for the trade conducted by foreign merchants between Soochow, Hang-chow and Shanghai, issued by the Shanghai Customs on the 3rd day of the 8th month of the 22nd year of Kuang Hsü † shall be settled conjointly with Japan, and until such settlement is conjointly arrived at the Yang-tsze Regulations shall be enforced so far as they are applicable.

Art. 3.-The Japanese Government will consent to the imposition by the Chinese Government of such tax as may be deemed expedient upon articles manufactured by Japanese subjects in China, but such tax shall not be different from, or exceed, the amount payable by Chinese subjects.

Upon the request of the Japanese Government the Chinese Government

*Translation from the Chinese text as printed in Customs, Vol. II, p. 615. Other translations printed in Rockhill, p. 39; For. Rel. of the U. S., 1907, p. 97; Hertslet, p. 382; Recueil, p. 236. See Note to this document, post, p. 92.

† September 9, 1896.

will promptly give their consent to the establishment of Settlements possessed exclusively by Japan at Shanghai, Tientsin, Amoy and Hankow.

Art. 4.-Telegraphic instructions will be sent to the Governor of Shantung to the effect that, in accordance with treaty stipulations, no Chinese troops shall be permitted to approach or occupy any ground within a distance of 5 Japanese ri, that is, about 40 Chinese li, from the boundaries of the territory occupied by the Japanese troops.

In witness whereof a Japanese and a Chinese version of the above have been prepared, each in duplicate, and having been compared together have been signed and sealed, each party retaining one copy of each version. The 19th day of the 10th month of the 29th year of Meiji. HAYASHI TADASU.

The 13th day of the 9th month of the 22nd year of Kuang Hsü.

CHING HSIN.
JUNG LU.

CHANG YIN HUAN.

Note.

In connection with this protocol see also the Sino-Japanese commercial treaties of July 21, 1896 (No. 1896/4, ante), and October 8, 1903 (No. 1903/4, post).

The following is the translation as printed in B. & F. State Papers, vol. 94, p. 1317, of the agreement between the Japanese and Chinese Governments for the establishment of a Japanese Settlement at Shashi, concluded August 18, 1898, and approved by the Japanese Foreign Office on December 2, 1898:

Agreement for Establishment of Japanese Settlement at Shashi.—August 18, 1898.

ARTICLE 1.-Starting from the western boundary of the Government land, Kungchow, foreign wharf, Shashi port, and following the south-east course of the Changkiang, the land in a straight line for a distance of 3,800 shaku (3,777 99/100 feet), with a breadth of 800 shaku 795 36/100 feet) from the said western boundary of not more than 800 shaku (795 36/100 feet), and for the remaining 3,000 shaku (2,982 63/100 feet) of 1,200 shaku (1,193 5/100 feet) is fixed upon for a Settlement exclusively under Japanese control. (See separate Plan.)

"If in future another foreign Settlement is established, it shall be marked out on a situation below the Japanese Settlement.

"ARTICLE 2.-All roads, bridges, drains, wharves, and embankments, and the power of police within the Settlement, shall be under the official control of the Japanese Consulate. The Japanese Consulate may construct or repair such roads, bridges, and drains at any time, and the Chinese authorities shall not be able to interfere in the matter.

"ARTICLE 3.-For the safety of the Settlement, and as a precaution against the entrance of water, strong embankments shall be constructed.

"The expenses of construction, and the purchase price necessary for sites for the building of embankments, shall be calculated by the delegates of the two countries (China) and Japan), after consultation, and China shall be responsible for half the amount.

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ARTICLE 4.-Sites within the Settlement shall be divided into three classes, and the price of land per se (3 92/100 square poles), in each class is fixed as follows. (See separate Table.)

"Sites leased during the period beginning with the day on which these Articles go into operation, and ending with the close of the next Chinese year (Kwocho [Kuanghsü] 26th year), shall be per se (3 92/100 square poles), for first class lots 100 dollars, for second class lots 80 dollars, for third class lots 50 dollars.

"On lots leased during the four years after Kwocho [Kuanghsü] 27th year (the Chinese year after next) there shall be an increase per annum of 5 dollars.

"As regards sites leased after the expiration of the above period, the basis of value shall be fixed at 120 dollars for first class, 100 dollars for second class, and 70 dollars for third class sites, that is to say, the price in the fourth year mentioned in the preceding clause, and they may at any time be disposed of at auction.