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No. 44

JAPAN (Industrial Bank of Japan, representing a Syndicate consisting of the Industrial Bank of Japan, the Bank of Taiwan, and the Bank of Chosen) AND CHINA

Preliminary agreement for a loan for railways in Manchuria and Mongolia.'-September 28, 1918

The following preliminary agreement has been concluded between the Government of the Chinese Republic (hereinafter called the Government) and the Industrial Bank of Japan, representing the Industrial Bank of Japan, the Bank of Taiwan and the Bank of Chosen (hereinafter called the Banks), with the object of concluding a loan contract for the purpose of building a railway between Jehol and Taonan, a railway between Changchun and Taonan, a railway between Kirin and Kaiyuan by way of Hailung, and a railway from a point of the Jehol-Taonan Railway to a certain seaport (hereinafter called the Four Railways of Manchuria and Mongolia).

ARTICLE 1. The Government shall permit the banks to raise all the funds required for building the Jehol-Taonan, Changchun-Taonan, KirinKaiyuan Railways, and the railway between a point on the Jehol-Taonan Railway to a certain seaport, by means of Chinese Government bonds of the Jehol-Taonan Railway, bonds of the Changchun-Taonan Railway, bonds of the Kirin-Kaiyuan Railway, and bonds of the . . . railway respectively (hereinafter called the gold bonds of the Four Manchurian and Mongolian Railways). Provided, however, that the route of the railway from a point on the Jehol-Taonan Railway to a certain seaport shall be decided upon by consultation between the Government and the Banks.

ART. 2. The Government shall speedily determine the expense for constructing the Four Railways of Manchuria and Mongolia and all other expenses necessary, and shall obtain the approval of the Banks.

ART. 3. The term of the gold loans of the Four Railways of Manchuria and Mongolia shall be forty years. The redemption of the principal, to be refunded by annual instalments, shall commence after eleven years, counting from the day of the issue of the loan.

ART. 4. With the conclusion of the loan contract, the Government

1 MACMURRAY, Vol. II, p. 1448; translation from the Japanese text made public by the Japanese Foreign Office, as printed in the Tokyo Asahi of April 13, 1919.

In connection with this preliminary agreement, see the exchange of notes of October, 5, 1913, in regard to the construction of certain railways in Manchuria (No. 33, ante); the exchange of notes respecting railways and taxes in South Manchuria and Eastern Inner Mongolia, May 25, 1915 (No. 35, ante); the agreement for the construction of the Ssupingkai-Chengchiatun Railway, December 27, 1915 (No. 37, ante); the agreement for the Kirin-Changchun Railway loan, October 12, 1917 (No. 41, ante); and the agreement for the Kirin-Hueining Railway loan, June 18, 1918 (No. 42, ante). See Note to this document, post, p. 210.

shall consult the Banks as to the plan of work to be started according to the plan agreed upon, with a view to speedy construction.

ART. 5. The Government shall offer the following to the Banks as security for the payment of the principal and interest on the loans :-All the property and revenue of the Four Railways of Manchuria and Mongolia, at present and in the future.

The Government shall not offer the above-mentioned property and revenue to other parties unless the approval of the Banks is obtained.

ART. 6. The issue price, interest, net amount to be received by the Government, and other conditions, shall be agreed upon between the parties. in as favorable terms as possible to the Government when the loan is issued. ART. 7. Matters which are not provided for in the foregoing Articles shall be agreed upon by consultation between the Government and the Banks. ART. 8. A formal loan contract shall be concluded within four months after the conclusion of the present preliminary agreement.

ART. 9. With the conclusion of the preliminary contract the Banks shall advance twenty million yen of Japanese currency to the Government. The advance shall be delivered without charging any commission.

ART. 10. Interest on the advance shall be paid at the rate of eight per cent per annum or Yen Eight per Yen 100.

ART. 11. The advance shall be delivered in the form of the discount of Treasury bills issued by the Government.

ART. 12. The Treasury Bills mentioned in the preceding paragraph shall be renewed every six months, and an amount shall be paid into the banks equal to six months' interest.

ART. 13. After the final agreement for the loan for the Four Railways in Manchuria and Mongolia has been effected, the Government shall repay previous advances preferentially and without delay from the funds obtained by the issue of a public loan.

ART. 14. The collection, repayment, payment of interest, and all other payments of the previous advances, shall be made at Tokyo, Japan.

Two sets each in Japanese and Chinese of the preliminary agreement shall be prepared and signed, and the Government and the Banks shall retain a copy of each.

In case a dispute should arise concerning the interpretation of this preliminary agreement, it shall be interpreted according to the Japanese text. September 28, 7th Year of Taisho.

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Note

This preliminary agreement was made in pursuance of an exchange of notes between the Chinese Minister at Tokyo and the Japanese Minister for Foreign Affairs, under date of September 24, 1918. The purport of these notes is indicated by the following translation, from the Japanese text made public by the Japanese Foreign Office, of the note addressed by Baron Goto to Mr. Chang, and formally acknowledged by him.

Exchange of Notes regarding Four Railways in Manchuria and Mongolia, September 24, 1918

"Dear Sir:

"I have received your communication, which declares that your Government has decided to construct at once the following described railways with money secured by loans from Japanese capitalists:

"1. Kaiyuan-Hailung-Kirin line.

"2. Changchun-Taonan line.

"3. Taonan-Jehol line.

"4. A line from a point on the Taonan-Jehol line to a seaport (this line shall be decided upon later after investigation).

"The Imperial Japanese Government is delighted to hear the declaration of the Chinese Government and shall take the necessary steps to urge on Japanese capitalists that they negotiate the loan.

"To His Excellency

"CHANG TSUNG-HSIANG,

"Chinese Minister."

"[Signed] Baron SHIMPEI GOTO.

No. 45

RUSSIA (Russo-Asiatic Bank) AND CHINA

Agreement supplementary to the contract for the construction and operation of the Chinese Eastern Railway.'—October 2, 1920

The Chinese Government:

PREAMBLE

In view of the payment, as participation, of five million Kuping Taels (Kp. Tls. 5,000,000) to the Russo-Chinese Bank (now the Russo-Asiatic Bank) with a view to the putting into execution of the contract drawn up the 25th day of the Seventh Moon of the twenty-second year of Kuang-Hsu (September 2, 1896) for the construction and operation of the Chinese Eastern Railway;

In view of the sum due by the above-mentioned railway company to the Chinese Government, accruing from the principal, namely five million. Kuping Taels (Kp. Tls. 5,000,000), and the interest due thereon, as also the credit rights resulting from the subsequent advances made in recent years in favor of this railway.

In view of the situation created by the complete political disorganization

1 Translations from French texts.

in Russia, rendering temporarily impossible for the said company the maintenance of regular operation;

Having regard, moreover, to its rights of sovereignty:

Finds itself under the obligation to take measures indispensable not only for the safe-guarding of security in the regions served by the said railway and for the maintenance of communications which are of world interest, but also for effective protection over the property of the said railway.

By reason of the obligations stated above, the Chinese Government has, under date of October 2, 1920, notified to the Bank its decision to assume provisionally, pending such arrangement concerning the railway as the Government may reach with the Russian Government that may be recognized by China, the supreme control exercised over the said railway by virtue of the contract and of the regulations in force, and to resume the advantages and particular interests conferred upon China by the operating contract concluded in the twenty-second year of Kuang-Hsu (1896) and the original statutes of the said Company; and it therefore, under date of the 2nd day of the tenth month of the ninth year of the Republic of China, corresponding to October 2nd of the year 1920, charges the Minister of Communications, representing the Chinese Government, to conclude at Peking with the Russo-Chinese Bank (now the Russo-Asiatic Bank, and whatever may be the name of this Bank hereafter), representing the Central administration of the Bank provisionally at Paris, the following arrangement as a supplement to the contract of 1896.

ARTICLE I

The Chinese Eastern Railway Company, hereinafter designated by the words "the Company," recognizes that it should pay to the Chinese Government, in bonds of the railway, upon conditions which will be made the subject of a separate letter, upon the signing of the present contract, the equivalent of the amounts which should have been paid by the Company, to wit:

(a) A sum of five million Kuping Taels (Kp. Tls. 5,000,000) which should have been paid to the Government by the Company beginning with the day of the opening of the said line to operation, in accordance with Article 12 of the original contract;

(b) The interest on the sum above named, calculated from the day of the opening of the said railway to operation, at the rate of six per cent (6%) per annum, as provided by Article 16 of the Statutes of the Company, and under the rule of compound interest, up to the year 1920.

Beginning with the year 1921, the interest on these sums will be five per cent (5%), and will be payable semi-annually. The repayment of the bonds will be effected in silver, either at the time of the repurchase of the

railway by the Chinese Government, or from the funds which are to serve for the repurchase of the said railway.

The bonds issued in payment of the said loan will be guaranteed by a lien upon all the movable and immovable properties of the railway.

ARTICLE II

It is understood that the Chinese Government will have the right to name, in addition to the President, four members of Chinese nationality upon the Board of Management (Pravlenia) of the railway. It is not necessary that members thus named by the Chinese Government should be shareholders of the Company. The shareholders will on their side have the right to name freely the Russian members of the Board of Management. In the event of a tie vote, the President will have a casting vote in addition to his vote as a member.

ARTICLE III

The quorum of the Board of Management will be seven members. No decision will be effective unless it has been approved by at least seven members.

ARTICLE IV

It is understood that the Chinese Government will have the right to name, of the five members of the Committee of Audit (Comité de Révision), two members of Chinese nationality. The President of the Committee will be elected from among the five members in question, but will be of Chinese nationality.

ARTICLE V

It is understood that, in order to assure the satisfactory progress of operation of the said railway, the posts of the railway will be shared in an equitable manner between Chinese and Russians.

ARTICLE VI

The rights and the obligations of the Company will henceforth be in every respect of a commercial character: every political activity and every political attribute will be absolutely forbidden to it. To this end, the Chinese Government reserves the right to prescribe restrictive measures of any character and at any time.

ARTICLE VII

It is clearly understood that the clauses of the contract concluded the twenty-fifth day of the seventy Moon of the twenty-second year of KuangHsu (September 2, 1896), as also of the Statutes of the Chinese Eastern

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