"ARTICLE 28.-The President shall act as chairman of a general meeting.

"ARTICLE 29.-The shareholders may appoint only shareholders of this company as their representatives, and their powers of attorney shall be presented to the company.

ARTICLE 30.-The chairman of the general meeting shall be allowed to exercise his right to vote as a shareholder.

"ARTICLE 31.-Resolutions of a general meeting shall be adopted by a majority vote of the shareholders present. In case of a tie, the chairman shall have the casting vote.

"ARTICLE 32.-The issuance of company debentures or amendments to the Articles of Incorporation shall be decided by a majority vote, with more than one-half of the total number of shareholders and also of shareholders representing a half or more of the capital stock present.

"If, in the case mentioned in the preceding paragraph the necessary quorum is not present, a provisional decision may be made by a majority of the shareholders present. A notification giving the essential details of the said provisional decision shall be sent to each shareholder, and another general meeting shall be called in not less than one month.

"At the second general meeting the said provisional decision shall be confirmed or rejected by a majority vote of the shareholders present.

"ARTICLE 33.-The minutes of a general meeting shall be recorded in the Proceedings of the general meetings, and the same shall bear the signatures and seals of the President and chief officers present.

"ARTICLE 34.-The chairman of the general meeting may adjourn the meeting or change the place of meeting. The discussion at an adjourned meeting shall be confined to the subjects on which no decision was made at the preceding meeting.

"CHAPTER V.-Chief officers.

"ARTICLE 35.-The chief officers of this company shall be as

"ARTICLE 36.-The term of office of the President and VicePresident shall be five years, and they shall be appointed by the Government subject to the Imperial sanction.

"The term of office of the Directors shall be four years, and they shall be appointed by the Government from among those who own fifty (50) shares or more.

"The term of office of the Inspectors shall be three years, and they are to be elected by the shareholders at a general meeting of the shareholders.

"ARTICLE 37.-The remunerations and allowances of the President, Vice-President and Directors shall be determined by the Government.

"The remuneration of the Inspectors shall be determined by a resolution of a general meeting of the shareholders.

"ARTICLE 38.-The Directors are required, during their term of office, to deposit with the Inspectors fifty (50) shares of the company owned by them. These shares shall not be returned to their owners even on their retirement from office until all affairs transacted during their term of office shall have been approved at a general meeting.

"ARTICLE 39.-In the event of the office of any Inspector becoming vacant, an extraordinary general meeting of the shareholders shall be called for the purpose of a by-election, and the new Inspector shall hold office during the remainder of the term of office of his predecessor.

"However, a by-election may be postponed until the next general meeting of the shareholders, except when the number of Inspectors has decreased to two or less.

"ARTICLE 40.-The President shall represent the company and have general control of all its affairs.

"The Vice-President shall represent the President when he is prevented from discharging his official duties, and shall act as President when that office is left vacant.

"The Vice-President and the Directors shall assist the President, and each shall take charge of a part of the business of the company. "The Inspectors shall inspect the affairs of the company. "ARTICLE 41.-During their respective terms of office the President, Vice-President and Directors shall not engage in any other occupation or business under any name whatever without the permission of the Government.

"ARTICLE 42.-The President shall keep at the head-office as well as the branch office copies of the Articles of Incorporation

and of the Record of Resolutions of the general meetings of shareholders. He shall also keep at the head-office the Register of Shareholders and the Ledger of Debentures.

"ARTICLE 43.-The President shall submit the following documents to the Inspectors seven (7) days in advance of the date set for the ordinary general meeting of shareholders:

"(1) An inventory of the company's properties.

"(2) A balance sheet.

"(3) A report on the company's works.

"(4) An account of the profits and losses.

"(5) Proposals relating to the reserve funds and to the dividends.

"ARTICLE 44.-The President shall have in readiness at the head-office before the day of an ordinary general meeting of the shareholders the documents mentioned in the preceding Article and the Inspectors' report.

"ARTICLE 45.-The President shall submit to an ordinary general meeting of the shareholders the documents mentioned in Article 43 and obtain its approval.

"The President shall publish the balance sheet when he has obtained the approval mentioned in the preceding paragraph.

"ARTICLE 46.-The Inspectors are required to examine the documents to be submitted by the President to a general meeting of shareholders and to report their views at the said meeting.

"ARTICLE 47.-The Inspectors may at any time demand the President to report on the business of the company, and may examine the management of its affairs and the condition of its properties.

"CHAPTER VI.-Supervisors.

"ARTICLE 48.-The Supervisors of the South Manchuria Railway Joint Stock Company may at any time inspect the arrangements of the company's work, or examine the safes and books of the company, as well as the various documents and articles belonging to it.

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

"The Supervisors may attend the general meetings of the shareholders or any other meetings and express their opinions, but they are not entitled to vote.

"CHAPTER VII.-Accounts.

"ARTICLE 49.-The account of this company shall be settled by dividing a year into two periods. From April to September of every year shall be the first half year and from October to the following March shall be the second half year.

"ARTICLE 50.-This company shall set aside as a reserve fund one-twentieth (1/20) or more of the profits, whenever they are apportioned, until the reserve fund amounts to one-fourth (1/4) of the capital.

"Special reserve funds other than that provided for in the preceding paragraph shall be determined by a resolution of a general meeting.

"ARTICLE 51.-The dividends to the shareholders shall be paid according to the Register of Shareholders as it stands on June 1 and December 1.

"ARTICLE 52.-When the dividend of the company for any business year is less than six (6) per cent per annum on the paid-up capital for the shareholders other than the Governments of Japan and China (hereafter to be styled merely 'the shareholders'), the Imperial Japanese Government shall supply the deficiency for a period of fifteen (15) years commencing from the day of the registration of the company's establishment. However, the amount of money to be supplied by the Government shall, under no circumstances, exceed six (6) per cent per annum on the capital paid in by the shareholders.

"ARTICLE 53.-When the dividend of the company does not exceed (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 Japanese Government.

"ARTICLE 54. 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 old debentures, shall be guaranteed by the Imperial Japanese Govern

ment.

"The reimbursement of the principal may also, if necessary, be guaranteed by the Imperial Japanese Government. The amount

of the face value of the debentures to be guaranteed by the Imperial Japanese Government shall not exceed the amount remaining when the capital paid in by the shareholders other than the Imperial Japanese Government is subtracted from the total of the capital (Yen 100,000,000) subscribed by them.

"The debentures mentioned in the first paragraph of this Article shall be redeemed within twenty-five (25) years.

"ARTICLE 55.-For the debentures issued in accordance with the provisions of 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 from the money to be supplied by the Government mentioned in the preceding paragraph.

"ARTICLE 56.-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 57.-The money to be supplied by the Imperial Japanese Government, as provided for in Articles 52 and 55, 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 Imperial Japanese Government.

"When the dividend for all 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.

"CHAPTER VIII.-Expenses for organizing the company.

"ARTICLE 58.-The expenses for organizing the company shall not exceed 50,000 Yen.

"Of the amount mentioned in the preceding paragraph that advanced by the Government shall be reimbursed by the company.

"Supplementary Article.

"ARTICLE 59.-The provisions in Articles 52 to 57 shall be confirmed upon being approved by the Imperial Diet."