The Chinese Government should, as needed, take measures to facilitate such transportation.

5. The Chinese Government will take measures to assure the safety of the railway and of the persons in its service against any attack.

The Company will have the right to employ at will, as many foreigners or natives as it may find necessary for the purpose of administration, etc. Criminal cases, lawsuits, etc., upon the territory of the railway, must be settled by the local authorities in accordance with the stipulations of the treaties.1

6.2 The lands actually necessary for the construction, operation, and protection of the line, as also the lands in the vicinity of the line necessary for procuring sand, stone, lime, etc., will be turned over to the Company freely, if these lands are the property of the State; if they belong to individuals, they will be turned over to the Company either upon a single payment or upon an annual rental to the proprietors, at current prices. The lands belonging to the Company will be exempt from all land taxes (impôt foncier).

The Company will have the absolute and exclusive right of administration of its lands. (La Société aura le droit absolu et exclusif de l'administration de ses terrains.)

The Company will have the right to construct on these lands buildings of all sorts, and likewise to construct and operate the telegraph necessary for the needs of the line.3

The income of the Company, all its receipts and the charges for the transportation of passengers and merchandise, telegraph, etc., will likewise be exempt from any tax or duty. Exception is made, however, as to mines, for which there will be a special arrangement.

7. All goods and materials for the construction, operation, and repair of the line, will be exempt from any tax or customs duty and from any internal tax or duty.

8. The Company is responsible that the Russian troops and war material, despatched in transit over the line, will be carried through directly from one Russian station to another, without for any pretext stopping on the way longer than is strictly necessary.

9.-Passengers who are not Chinese subjects, if they wish to leave the territory of the railway, should be supplied with Chinese passports. The

1 See Note 4 to this document, post, p. 39.

2 See Note 5 to this document, post, p. 41.

3

3 See the Agreement of October 7, 1907, in regard to the working of the Railway's telegraph lines (MACMURRAY, vol. 1, p. 679).

4

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 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. See MACMURRAY, vol. 1, p. 90.

Company is responsible that passengers, who are not Chinese subjects, should not leave the territory of the railway if they do not have Chinese passports.

10.-Passengers' baggage, as well as merchandise despatched in transit from one Russian station to another, will not be subject to customs duties; they will likewise be exempt from any internal tax or duty. The Company is bound to despatch such merchandise, except passengers' baggage, in special cars, which, on arrival at the Chinese frontier, will be sealed by the office of the Chinese Customs, and cannot leave Chinese territory until after the office of the Customs shall have satisfied itself that the seals are intact; should it be established that these cars have been opened on the way without authorization, the merchandise would be confiscated.

Merchandise imported from Russia into China by the railway, and likewise merchandise exported from China into Russia by the same route, will respectively pay the import and export duty of the Chinese Maritime Customs, less one-third.

If merchandise is transported into the interior it will pay in addition the transit duty-equivalent to a half of the import duty collected—which frees it from any further charge.

Merchandise not paying the transit tax will be subject to all the barrier and likin duties imposed in the interior.

The Chinese Government must install customs offices at the two frontier points on the line.1

11. The charges for the transportation of passengers and of merchandise, as well as for the loading and unloading of merchandise, are to be fixed by the Company, but it is obliged to transport free of charge the Chinese official letter post, and, at half price, Chinese land or sea forces and also Chinese war materials.

12. The Chinese Government transfers to the Company the complete and exclusive right to operate the line on its own account and risk, so that the Chinese Government will in no case be responsible for any deficit whatsoever of the Company, during the time allotted for the work and thereafter for a further eighty years from the day on which the line is finished and traffic is in operation. This period having elapsed, the line, with all its appurtenances, will pass free of charge to the Chinese Government.

At the expiration of thirty-six years from the day on which the entire line is finished and traffic is in operation, the Chinese Government will have the right to buy back this line upon repaying in full all the capital involved, as well as all the debts contracted for this line, plus accrued interest.2

1 See the experimentai regulations for the establishment of customs houses in North Manchuria, agreed upon by an exchange of notes between the Chinese and Russian Governments, July 6 and 8, 1907 (No. 19, post), and the provisional regulations for the working of Chinese customs houses at the stations of Manchuria and Pogranichnaya (Suifenho), May 30, 1908 (MACMURRAY, vol. 1, p. 651).

See Note 6 to this document, post, p. 41.

If-in case the profit realized exceeds the dividends allowed to the shareholders-a part of such capital is repaid, that part will be deducted from the price of repurchase. In no case may the Chinese Government enter into possession of this line before the appropriate sum is deposited in the Russian State Bank.

The day when the line is finished and traffic is in operation, the Company will make to the Chinese Government a payment of five million Kuping taels (Kuping Tls. 5,000,000).

The Russo-Chinese Bank was subsequently merged with the Banque du Nord under the name of the Russo-Asiatic Bank (Banque Russo-Asiatique) by a charter approved by the Russian Minister of Finance on July 30/August 12, 1910 (Sobranie Uzakonenii i Rasporyazhenii Pravitelstva, § 719, October 2/15, 1910, No. 96, Section 1). A translation of the original charter of the Russo-Chinese Bank, under date of December 10/22, 1895 (published at St. Petersburg in 1904 and certified as conforming to the Russian original by the representative of the Russian Ministry of Finance in London) is here reproduced:

Charter of the Russo-Chinese Bank.-December 22, 1895

PART I. ORGANIZATION AND CAPITAL OF THE BANK

§1. In virtue of the present Charter, a Joint-Stock Company is formed in order to found a Bank, for transacting commercial operations in the East-Asiatic countries, under the name of "Russo-Chinese Bank."

The Bank will transact the above operations through its branches, which will be opened in the above named countries, and through its agents.

The Board of Directors of the Bank (§27) and the Managing-Directors (§34) will be domiciled in St. Petersburg where a special Russian branch will be established in order to enable the Bank to place in Russia a part of its capital or funds temporarily unemployed; this branch will have the right to effect the transactions mentioned in Part II, §14.

Remark. The Society is founded by:

Prince Hespère Oukhtomsky.

René Brice, member of the Board of Directors of the Crédit Lyonnais.
State-Counsellor Jean Goldstand,

Baron Rodolphe Hottinguer,

Ernest Denormandie,

Edouard Noetzlin,
Adolphe Rothstein,
Jacques Stern.

§2. The Board of Directors of the Bank has the right, in accordance with the decisions taken by the General Meetings of shareholders, which are held in St. Peters

burg, and with the authorization of the Minister of Finance, to open Branches in Russia and abroad where this may be necessary. The management and the transactions of each branch will be stipulated by the Board of Directors of the Bank with the approval of the General Meetings of shareholders on the exact basis of the present Charter. The operations of the branches of the Bank are guaranteed by the entire paid up Capital of the Bank, its reserves as well as by all its other assets.

§3. The Bank is founded for an unlimited period.

§4. The capital of the Bank is fixed originally at six millions Gold Roubles. This capital, formed by the issue of 48000 shares of 125 gold roubles each, may be later on increased by means of new issues of shares of the same nominal value (125 gold roubles) to be decided upon by the General Meeting of shareholders and with the authorization of the Minister of Finance.

Remark 1. By the Capital of the Bank is understood the amount of money actually paid in.

Remark 2. In compliance with the decision taken by General Meeting of shareholders on the 27-th of June 1898 and with the authorization of the Minister of Finance, the capital of the Bank has been increased from the 1st of January 1899 by Rs. 2,250,000.—through the issue of 12,000 additional shares of a nominal value of Rs. 187,50 each.

Remark 3. In compliance with the decision taken by the General Meeting of shareholders on the 22-nd of June 1902 and with the authorization of the Minister of Finance, the capital of the Bank has been increased by Rs. 3,750,000—through the issue of 20,000 additional shares of a nominal value of Rs. 187,50 each.

§5. The founders of the Bank designated in the Remark to $1, and the first subscribers to the shares, shall have, during a period of thirty years to begin from the date of the sanctioning of this Charter, the right to reserve to themselves, at the price of issue which shall be fixed by the General Meeting of Shareholders with the authorization of the Minister of Finance, the fourth part of all the shares, the issue of which may subsequently be decided upon in accordance with §8. For this purpose there shall be created, in representation of the said right, Founders Certificates to be issued in proportion of one certificate for every ten shares. The Bank shall issue in all 4800 Founders Certificates. At the expiration of thirty years to begin from the day of the foundation of the Bank, the rights, conferred by said certificates to the founders and to the first subscribers, shall cease and shall be transfered to the shareholders. The Founders Certificates do not give a right of vote and their holders have to abide with all decisions of the General Meetings of shareholders.

§6. The Bank must begin its operations not later than six months after the sanction of the present Charter and only after having presented to the Minister of Finance a certificate proving the payment of 25% of the par value on each share of the original capital of 6 millions gold roubles (i. e. one million five hundred thousand gold roubles). In order to carry out this provision, payments made to this extent shall, as soon as effected, be deposited with the State-Bank. Concerning the 75% remaining to be called for, it is left to the decision of the Board of Directors of the Bank to fix the amount and the periods at which such payments have to be made. For this purpose the Board of Directors shall upon each occasion make the necessary publications, at least one month before the periods fixed, in the "Messager Officiel," the "Gazette de Moscou" and the "Messager des Finances, de l'Industrie & du Commerce," as also in other Russian and foreign newspapers, chosen by the Board. The capital has to be paid in within two years after the opening of the Bank.

§7. After payment of the first 25% of the par value of the shares, the founders shall deliver to the subscribers temporary certificates upon which the Board shall annotate the subsequent payments. Upon payment of the last instalment, the temporary certificates shall be exchanged for shares.

§8. The General Meeting of shareholders, in deciding, according to $4, the issue of new shares, not below the par value, for the purpose of increasing the capital of the Bank, shall stipulate every time the number of shares intended to be issued and their mode of allotment among shareholders, with exception of those shares which, according to §5, have been taken by the holders of Founders Certificates. The General Meeting shall also determine the conditions of subscription for the remaining shares not disposed of and shall fix the amounts and the dates of payments to be made, provided however, that all these payments are made within one year.

§9. The temporary certificates shall be delivered to the first subscribers who are responsible for their full payment. They may be transfered to third parties, but only on condition that their transfer shall be made with the consent of the Board of Directors and that the transfer be registered in the books of the Bank. The consent given by the Board to the transfer of the temporary certificates, relieves the subscriber or the person making such transfer, from the obligation of effecting the payments still remaining due upon the said certificates. The temporary certificates, upon which due payments have not been made and duly annotated, can neither be transferred nor ceded to third parties.

§10. If due installments are not paid by the subscribers within the period fixed and published by the Board, they will be liable to pay to the Bank 5% per annum as interest for each day's delay, besides a fine of 5%. The numbers of the certificates, upon which payment shall not have been made at the latest within one month after the fixed period, shall be published in the "Messager Officiel," the "Gazette de Moscou," the "Messager des Finances, de l'Industrie & du Commerce" and in other Russian and foreign newspapers designated by the Board of Directors; if within two weeks after this publication the payment shall not have been made, it will be the duty of the Bank to sell the certificates bearing such numbers. Such certificates, after the expiration of all terms of payments, shall then be declared cancelled and to the new purchasers shall be delivered duplicates bearing the same numbers, with inscription thereon stating that these certificates are delivered instead of those upon which the payments have not been made at the fixed terms. The proceeds of the sale, after deducting expenses, interest and fine, shall be applied to the payment of the instalment not made in due time by the defaulting owners of these certificates; any balance remaining shall be repaid to them.

Remark. The regulations established by §9 & 10, shall be inserted in the text of the temporary certificates.

§11. The shares of the Bank, can be registered or to bearer, as may be desired by the shareholders. All the shares must be detached from a book containing a stub, in which the stub shall remain; they shall be numbered and shall bear the signatures of three members of the Board and of the accountant, as likewise the seal of the Bank. Each share shall have a sheet of coupons for ten years. On expiration of this term, will be delivered to the holder of the shares a new sheet of coupons.

$12. The transfer of shares issued to bearer may be made without endorsement and the Bank shall always recognize as owner of the share the person having it in his possession. The transfer of registered shares shall be made by notification given to the Board and upon presentation of the shares, on which the Board shall certify the transfer to the new owner.

§13. In case of the death of a shareholder, his rights pass to his heirs by law or by will; but in no case can a share be divided. In case of the loss of a share to bearer, publications shall be inserted during three years in Russian and foreign newspapers, at the expense of the person who has presented to the Board of Directors satisfactory proofs of ownership of the lost shares. These publications shall be made at the same time as those announcing the payment of dividends upon the shares of the Bank. If within three years, nobody shall claim the lost shares, these latter shall be replaced by duplicates which shall remain deposited with the Bank for five years more. Upon the expiration of this latter period, final publication shall be made and six months after this publication, the duplicates shall be delivered to the person who has made the declaration of ownership.

PART II. OPERATIONS OF THE BANK

§14. The object of the Russo-Chinese Bank is exclusively to develop the commercial relations with the East-Asiatic countries. The Bank will have the right to transact in these countries through its branches and with the authorization of the governments of the respective countries, the following operations:

1) The discount and re-discount of bills of exchange and other commercial papers maturing within one year.

2) The purchase and the sale. for its own account and for the account of private persons and commercial firms, of goods and stocks of every description, as shares, bonds, etc.