"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.

"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.

"SUPPLEMENTARY RULES

"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.

"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 pre

ceding 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."

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 of Foreign Affairs.

"ARTICLE I.-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:

"Tairen-Changchun.

"Nankuanling-Port Arthur.

"Tafangshen-Liushutun.

"Tashichiao-Yingkow.

"Yentai-Yentai Coal Mine.
"Sukiatun-Fushun.

"Mukden-Antunghsien.

"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.

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

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

"Water transportation.

"Electrical enterprises.

"Sale on commission of the principal goods carried by the rail

ways.

"Warehousing.

"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.

"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 nec

essary expenses.

"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 preceding Article shall consist of the following properties:

"The existing railways.

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

"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 MukdenAntunghsien temporary railway, shall be sold to the company at a reasonable price.

"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 Govern

ment.

"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].

"The debentures mentioned in the first paragraph shall be redeemed within twenty-five (25) years counting from the year of their issuance.

"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 Government.

"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.

"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.

"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