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Appendix 3. PEKING-HANKOW RAILWAY.

LOAN FOR THE RAILWAY FROM LUKOWKIAO TO HANKOW.

(Provisional) contract between the Chinese Railway Co. and the Société Financière et Industrielle Belge en Chine, the following has been agreed upon:

ARTICLE 1. The Chinese Government has granted a concession for the railway line from Lukowkiao, near the city of Peking, to Hankow, to the Chinese Railway Co., which has already a capital of 13,000,000 taels.

The said company is authorized by the Imperial Government to negotiate a loan of £4,500,000 to be applied solely to the building and working of the line from Lukowkiao to Hankow; the provisions hereafter set forth must be observed by the Chinese Railway Co. as well as by the Société Financière et Industrielle Belge en Chine.

ART. 2. Said loan of a nominal value of £4,500,000, with 10 per cent discount, or a real value of £4,050,000, is agreed to by the Société Financière et Industrielle Belge en Chine. It will be paid in four installments of £1,012,500, representing the real value and at the following dates:

First payment: January 3, 1898.
Second payment: July 3, 1898.
Third payment: January 3, 1899.
Fourth payment: July 3, 1899.

These payments will be made into a Belgian bank of Brussels, chosen by the Chinese Railway Co., which is at liberty to transfer this sum as it sees fit.

ART. 3. The loan agreed to by the Société Financière et Industrielle Belge en Chine shall bear annual interest of 4 per cent. Said interest shall be paid in January and July of each year.

ART. 4. The Chinese Railway Co. agrees to reimburse the loan provided for in the present convention, after the first 10 years, in 20 annuities of £2,225,000, payable yearly after January 3, 1909.

The payment of interest and annuities will be made in China, into a bank designated by the Société Financière et Industrielle Belge en Chine, and in conformity with the table of amortization annexed to the present convention.

ART. 5. With the authorization of the Imperial Chinese Government, the payment of interest and the refunding of the loan will be guaranteed by the railway line from Lukowkiao to Hankow as also by all the property and material connected therewith. It is understood that the guaranties given for the loan provided for in the present convention are reserved for the subscribers to the present loan and that the guaranties given for subsequent loans can nowise prejudice that now granted the Société Financière et Industrielle Belge en Chine.

ART. 6. Except in case of force major, the work of building must be finished and the railway from Lukowkiao to Hankow put in operation before the expiration of five years, that is to say, of 1903.

ART. 7. The contracting parties may not invoke a state of war existing in any part of the world not to keep their engagements. If said state of war should exist in China, the Belgian staff shall remain in the employ of the Chinese Railway Co., unless its assistance is asked for by the Imperial Chinese Government.

ART. 8. The Société Financière et Industrielle Belge en Chine shall choose an experienced, reliable, and honest engineer to represent it, who shall be charged with controlling the technical work; he shall, furthermore, be charged with drawing up plans and carrying them out under the exclusive authority of the general director of the Chinese Railway Co., under whose direct orders he shall be. This controlling engineer will be under the absolute direction of the general director of the Chinese Railway Co. The Chinese Railway Co. reserves all rights of management of the railway. It will be responsible until the expiring of the present contract for the salary of this controlling engineer as fixed upon in agreement with the Société Financière et Industrielle Belge en Chine.

ART. 9. The foreign staff needed by the Chinese Railway Co. for building and operating the line during the life of the present contract shall be chosen and presented by the technical controlling engineer representing the Société et Financière Industrielle

Belge en Chine; it will be appointed by decision of the director general of the Chinese Railway Co. The Chinese Railway Co. is at liberty to settle for itself, as regards its foreign staff, the form of engagement to be used, adopting long or short term contracts. All the staff employed by the Chinese Railway Co. and attached to the working of the line with the exception of the controlling engineer will be required to obey the Chinese delegates of the director general of the company and work harmoniously with all the Chinese and foreign staff of other nationalities, chosen and appointed by the director general to any position, and this in the interest of the railway company.

If disputes arise between European and Chinese agents, they shall be impartially settled by the director general, aided by the representative of the Belgian company. The director general of Chinese railways shall always be at liberty to designate foreigners of whatever nationality to inspect the works under way; the Belgian company shall never have the right to prevent it.

Nevertheless, the duty of the persons so designated shall only consist in inspecting works and they shall never have the right to give orders to the staff employed in building and working the line. Such persons may likewise make reports to the director general of Chinese railways on the results of their inspections.

The staff employed in building and operating shall furnish all necessary facilities to foreigners entrusted with an inspection, and that in the interest of the Chinese Railway Co.

ART. 10. In case one of the foreign employees referred to in articles 8 and 9, irrespective of duties, should through carelessness, incapacity, disobedience of the orders of the director general, insubordination, drunkenness, or bad conduct, be held to be unfit for the service, the director general shall have the right to cancel the contract and the dismissed agent shall leave at once the service of the Chinese Railway Co. ART. 11. The materials necessary for the Chinese Railway Co., exclusive of all that can be manufactured in China or of that that can be manufactured there later on, shall be bought abroad.

The director general shall decide, in consultation with the controlling engineer, the amount of materials to ask bids on; said quantity, however, shall never exceed 50 per cent of that required.

The award shall be made without any special favor for the Société Financière et Industrielle Belge en Chine. If this company agrees to furnish at perfect equality of conditions as to quality, price, and carriage with those secured by the Chinese Railway Co., the Belgian company shall have the furnishing of said materials; but if said company is unable to supply under the above-mentioned conditions, the Chinese Railway Co. will make its purchase where it likes; the Belgian company shall in no way prevent it so doing.

As to the materials which can not be divided in accordance with paragraph 2 of the present article (50 per cent maximum asked for), if the Belgian company agrees to furnish at perfect equality of conditions as to quality, price, and carriage with those secured by the Chinese Railway Co., the furnishing shall be granted the Belgian company; in the contrary case, the Chinese Railway Co. will buy where it chooses; the Belgian company shall in no way prevent it so doing.

The Chinese Railway Co. reserves to itself the right to use all means it may deem good to inform itself as to the best prices for supplying all its materials without the Belgian company interfering in any way with its inquiries.

ART. 12. As a premium, the Chinese Railway Co. will pay the Belgian company a sum of 5 per cent on the net value, less the cost of transportation, insurance, etc., on all materials bought abroad. The materials for the branch from Lukowkiao to Paoting is not subject to the premium provided for in the present article because nearly the whole amount of said materials has already been bought.

ART. 13. The taking over of material bought in Belgium will be in the factories making it and by a commission consisting of a delegate of the Chinese Railway Co. and of a delegate of the Société Financière et Industrielle Belge en Chine; in case of disagreement, these two delegates shall choose an umpire to decide the question. The expenses of the delegates shall be borne by the company designating them. The expenses of the umpire shall be borne by the losing party.

ART. 14. The Société Financière et Industrielle Belge en Chine and its chosen agent shall deal with no other persons or accept any other authority than the Chinese Railway Co. The latter, on its side, shall only recognize the Société Financière et Industrielle Belge en Chine, established at Brussels, in 1897, to the exclusion of every other company.

During the life of the present contract the Belgian company shall in nowise be managed by manufacturers or subjects of other countries, and the Belgian company shall not be at liberty to transfer this contract to any other country, nor to the subjects of another country.

ART. 15. If the provisions set forth in the present convention are regularly adhered to by the Chinese Railway Co., the Société Financière et Industrielle Belge en Chine agrees, in case of necessity, to study means, in conjunction with the said company, to secure to it special facilities for extending the terms of paying of the annuities and interest.

In case extensions are granted, the amounts which should have been refunded shall bear the same interest as that provided for the loan in the present convention.

If the Chinese Railway Co. wishes to refund the whole loan before the date on which it falls due, it will be at liberty to do so and the interest will cease from the day of such refunding, and the contract shall be declared void from that day.

ART. 16. All the above provisions are agreed upon in the provisional contract made this day; this provisional convention is signed by the director general of the Chinese Railway Co. on the one part, and stamped with his seal, and, on the other part, by the two representatives of the Société Financière et Industrielle Belge en Chine, and viséed for authentication by the consul of Belgium at Hankow.

Within two months from the date of signing of the provisional contract, the Chinese Railway Co. and the Société Financière et Industrielle Belge en Chine will sign again so as to confirm the provisional contract which shall then become final.

These formalities complied with, the contract shall receive the seals of Their Excellencies the Viceroys of Pechihli and of Hukuang, and also that of His Excellency the Minister of Belgium, at Peking.

ART. 17. The present contract has been drawn up in the French and Chinese languages; when necessity arises for consulting the contract, the two texts, absolutely identical, shall both be authoritative.

Done at Wuchang, May 27, 1897.

The Chinese Railway Co. being represented by His Excellency Sheng-Hsuan-Huai, its director general.

The Société Financière et Industrielle Belge en Chine being represented by MM. Masy and Rizzardi.

ADDITIONAL PROTOCOL TO THE CONTRACT RELATING TO THE LOAN FOR £4,500,000 FOR THE RAILWAY FROM LUKOWKIAO TO HANKOW.

A provisional contract was made at Wuchang May 27, 1897 (twenty-sixth day, fourth month, twenty-third year of the present reign), relating to the loan for the railway from Lukowkiao to Hankow, between the General Co. of Chinese Railways, established by imperial decree of October 20, 1896 (fourteenth day, ninth month, twenty-second year of the present reign), to which was granted, by the same decree, the concession for the said line, of the first part, and the Belgian company, established by authentic act dated March 3, 1897, published in the Moniteur Belge (official newspaper) of March 22 and 23, 1897, of the second part.

This contract was authorized by imperial decree of May 25, 1897 (twenty-fourth day, fourth month, twenty-third year of the present reign). The decree of that date will be communicated to His Excellency the Minister of Belgium at Peking through the Tsung Li Yamên.

The Chinese Railway Co., represented by His Excellency Sheng, its director general, duly authorized for that purpose by the above-mentioned decree, and the Belgian company, represented by M. Alexis Dufourny, chief engineer, director of the Ponts et Chaussées at Brussels, and by M. Edouard Walin, first-class engineer of the Ponts et Chaussées, director of the intercommunal waterworks company at Brussels, duly authorized, on their side, by the Belgian company, authority confirmed by a telegram of His Excellency the Belgian Minister at Peking, sign anew, in the name of the interested parties, the provisional contract according to the terms of article 16 of the latter, so as to confirm it and make it final, and agree furthermore on the following:

ARTICLE I. The above-mentioned Belgian company will make a complete study of the line from Hankow to Lukowkiao for the Chinese Railway Co.; it undertakes to make the surveys, leveling, longitudinal and sectional cuts, to make all plans, drafts of masonry works, bridges, buildings, shops, stations, and outhouses of whatever nature, as also the measurements and specifications, all charges for which are included in the forty-hundredths per cent of additional interest mentioned hereafter in article III.

A similar study will be made for the rolling and fixed stock. But in conformity with article 8 of the contract, the drafts and plans shall be successively submitted to the approval of the general director. It is well understood that all these works are to be carefully done, without any omission; they are not to occasion any additional expenses. Field work for the carrying out of the works must be finished within a year from the date of the conclusion of the last formalities of approval of the contract. They must

be carried out with the necessary activity to permit of the embankment work being begur within six months of the above-mentioned date.

ART. II. The Belgian company surrenders its right to a premium on materials, conferred on it by article 12 of the contract, and therefore said article is considered void. ART. III. On the other hand, as compensation for the concessions mentioned above in articles I and II, and to guarantee its expenses of organization, mission abroad, and issuing (the loan), inclusive of all disbursements whatsoever relating thereto, and finally its general expenses during the whole time of the loan, the Belgian company shall receive an increase of forty-hundredths per cent (four per thousand) on the rate of interest provided for in article 3 of the contract. This additional interest of 4 per thousand will be paid in the same manner as the yearly interest of 4 per cent; consequently the rate of interest of 4 per cent, together with all the general expenses, is raised, in effect, to 4 and 40 per cent (4.40 per cent). No charge whatsoever in excess of this rate of interest shall be asked for.

ART. IV. The payments provided for in article 2 of the contract shall be made into the Belgian Bank at Brussels, designated by the name of "Société Générale pour Favoriser l'Industrie Nationale," and the Chinese Railway Co. will transfer (thereto) the sums paid into the Commercial Bank of China at Shanghai, organized by imperial decree under date of November 12, 1896 (eighth day, tenth month, twenty-second year of the present reign). The payments of interest and annuities will be made in pounds sterling into the above-mentioned Commercial Bank.

ART. V. It is understood that the guaranty of the railway line, referred to in article 5 of the contract, has absolutely priority of rank.

ART. VI. The present protocol shall be stamped with the seal of Their Excellencies the Viceroys of Pechihli and of Hukuang, and also with that of His Excellency the Minister of Belgium at Peking.

The present protocol has been made out in four copies in the French and Chinese languages; both versions are equally authoritative. Done at Shanghai, July 21, 1897.

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1. Their Excellencies the Viceroys of Chihli and of Hupeh, acting in virtue of full powers from the.Imperial Chinese Government, duly authorized by decree of His Majesty the Emperor of China, under date of October 20, 1896, of which communication has been officially made to the representatives of Belgium at Peking, by dispatch of the Tsung Li Yamên, under date of

2. The Imperial Government of China, represented by His Excellency Sheng Hsüan-huai, director general of the Chinese Railway Co.;

3. The Chinese Railway Co., represented by His Excellency Sheng Hsüan-huai, its director general;

And the Société d'Étude de Chemins de fer en Chine, represented by M. Eugène Hubert, engineer,

Has been agreed the following:

ARTICLE 1. The Imperial Chinese Government has, in compliance with a decree dated October 20, 1896, of which copy is annexed to the present contract, granted the concession of the line from Lukowkiao (Peking) to Hankow (about 1,300 kilometers) to the Chinese Railway Co., which has assets amounting to 13,000,000 taels. An edict of His Majesty the Emperor of China has authorized Their Excellencies the Viceroys of Chihli and of Hupeh and His Excellency Sheng Hsuan-huai, director general of Chinese railways, to contract, in the name and on account of the Imperial Chinese Government, a loan the product of which is destined exclusively to the building of the above-mentioned line.

This edict, bearing date of October 20, 1896, and of which a copy is annexed to the present contract, is worded as follows:

“Edict of His Majesty the Emperor of China:

"In response to a request of Their Excellencies the Viceroys of Chihli and of Hukuang, presented to His Majesty the Emperor of China, an imperial edict, bearing

date of this day, authorizes the organizing of a railway company and grants it the concession of the line from Lukowkiao (Peking) to Hankow. His Majesty the Emperor authorizes the railway company to contract abroad a loan, the product of which shall be devoted in full to the building of said line.

"His Excellency Sheng Hsüan-huai, undersecretary of State, is appointed director general of this new company.

"Peking, October 20, 1896."

In compliance with the terms of this edict, the Imperial Chinese Government, represented by Their Excellencies the Viceroys of Chihli and of Hupeh and the Director General of Chinese Railways, has decided to contract a State 5 per cent foreign gold loan, of a nominal value of 112,500,000 francs (or 4,500,000 pounds sterling). This loan shall be known as the Chinese 5 per cent 1898 Loan.

ART. 2. This loan will be represented by 225,000 bonds of 500 francs gold. These bonds, the text of which is annexed to the present contract, shall be signed in the name of the Imperial Chinese Government by the Viceroys of Chihli and of Hupeh and by the director general of the Chinese Railway Co.

They shall be issued in blocks of one to five bonds, in the proportion to be indicated by the Société d'Étude de Chemins de fer en Chine and are to be manufactured at its expense.

They shall bear 5 per cent interest annually on the par value payable in gold. Interest shall accrue from the date of the payments and shall be payable September 1 and March 1 of each year.

The first coupon is payable in gold at

francs.

ART. 3. The loan shall be extinguished in 20 years, from the year 1909, by yearly drawings by lot (tirages au sort), which will take place at Brussels, in the offices of the Société Générale pour Favoriser l'Industrie Nationale, in conformity with the table annexed to the present.

The drawings shall take place the second Tuesday of January each year; the first drawing shall take place on that date in 1909.

The numbers of the bonds drawn shall be published in four newspapers at the expense of the Société d'Etude des Chemins de fer en Chine.

ART. 4. The bonds drawn shall be refunded in gold at their par value on the date on which falls due the next coupon.

The bonds presented for reimbursement must have attached to them all the coupons remaining unpaid, and the amount of missing coupons will be deducted from the capital to be refunded.

Interest on bonds ceases to accrue from the date set for reimbursement.

ART. 5. The Imperial Chinese Government denies itself the right before September 1, 1907, to increase the amortization, to pay off the whole loan, or to make a conversion of it. After that date it shall be at liberty to pay off the loan at any time before the terms of payment, and once the refunding made, the contract shall be declared annulled.

ART. 6. The coupons and the bonds ("titres") redeemed ("amortis") shall be payable in francs, in Europe in the office or offices designated by the Société d'Étude and entrusted by it with the management of the loan.

ART. 7. Payment of interest and refunding of bonds of the present loan are guaranteed by the gross revenues of the Imperial Chinese Government.

Furthermore, in virtue of an authorization already granted by the Chinese Government, and in agreement with it, the Chinese Railway Co. declares that it specially assigns, preferentially for the payment of interest and capital of the present loan, and consequently cedes and delegates in favor of said bonds all the net revenue of the line from Lukowkiao (Peking) to Hankow, after the regular payment of all expenses of administration and operation, the whole, as is furthermore set forth in a treaty for operating (the line) concluded between the Chinese Railway Co. and the Société d'Étude de Chemins de fer en Chine, treaty hereto annexed and forming an integral part of this contract.

This assignment ("affectation") is made exclusively and irrevocably until complete refunding of the bonds of the present loan.

ART. 8. The Chinese Railway Co. directs the Société d'Étude to deposit the funds from the net revenue of the traffic with the Société Générale pour Favoriser l'Industrie Nationale, established at Brussels, or with the company designated by it.

This latter shall convert into gold, and to the best interest of the Imperial Chinese Government and the Chinese Railway Co., and up to the full amount of the sum

1 See, however, loan agreement of Oct. 8, 1908, and imperial edicts of Oct. 6 and 8, 1908. The Chinese Government took control of the Peking-Hankow Railway from Jan. 1, 1909.

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