Chinese Railway Company shall have the right to redeem and cancel the debentures at any time at par, that is say, $100 shall be paid for a face value of $100. But the said debentures, if not redeemed, shall expire without payment, by limitation, after forty-three (43) years from the date of their issue, and shall say so on their face.

7th: As soon as possible after ratification of this agreement, the American China Development Company will by its agent or agents, with competent engineers, and with the assistance of the officers of the Chinese Railway Company, proceed at once to make a survey of the above route, together with the estimate of the entire cost of constructing the railway, with all its necessary appurtenances, equipments, signaling apparatus, etc.; and the above line shall be completed by the American China Development Company within three years from the commencement of the work, except for unforeseen circumstances or delays beyond the control of the said Company. The expense of the survey herein referred to shall be borne by the Chinese Railway Company as to its own part in the said survey, and by the American China Development Company as to its own part in the said

survey.

8th: The first mortgage gold bonds hereinabove provided for, and which shall be issued in accordance with this contract, shall run for fifty (50) years from their date of issue; it is understood and agreed that in case the Chinese Railway Company shall desire to redeem any or all of said bonds during the first twenty-five years from their date of issue, the said Chinese Railway Company shall have the right to ⚫ redeem any or all of said bonds at 1024, that is to say, $102.50 shall be paid for a face value of $100; but, after the period of twenty-five years from the date of issue of said bonds shall have expired, the Chinese Railway Company shall have the right to redeem all or any of the said bonds at par, that is to say, that $100 shall be paid for a face value of $100. At maturity, the bonds shall be redeemed at par, unless extended.

9th: After payment of all the bonds, as above provided, the Chinese Railway Company may, if so disposed, take the management of the Line into their own hands exclusively and dispense with any or all foreign engineers and other employees nominated by the American China Development Company.

10th: As a guarantee for the performance of this contract, the American China Development Company will deposit on the demand of the Chinese Minister at Washington, the sum of $100,000, as soon as this contract shall have been duly ratified by the parties hereto; said sum of $100,000 to be placed in a bank or trust company in New York or Washington, in a form accepted by both parties, to remain so on deposit until the said sum of $100,000 shall have been expended in connection with the work in China by the American China Development Company, or its agents, and when it shall appear that said

sum shall have been so expended by the American China Development Company or its agents the said amount in full shall be returned to the American China Development Company; but it shall be forfeited and paid to the Chinese Minister at Washington, if it shall be shown within six months from date that at least an amount equal to said sum shall not have been expended by the American China Development Company or its agents.

11th: With a view to enable the Chinese ultimately to construct and operate railways, the American China Development Company shall establish, at their own expense, a school of practical instruction in railways, whereat Chinese shall be educated in all matters pertaining to railway construction, operation and management.

12th: All materials or apparatus for the construction or operation of the railway herein provided for shall enter the Chinese Empire free of duty in a manner similar to that adopted in the case of the Imperial Railways North.

13th: The railway shall give precedence and right of way to Government troops in case of war or insurrection, and such troops in such cases, together with ammunition and government stores, shall be carried over the Line at half rates.

14th: It is hereby expressly understood and agreed that no action shall at any time be taken by either of the parties to this agreement in any manner or to any extent impairing the value of the obligations created by and under this contract; nor shall any such action be permitted, either by the Chinese Railway Company or the American China Development Company.

15th: It is understood that as regards any details connected with the administration of this contract, not hereinabove provided for, the same shall be agreed upon between the Chief Official in China of the American China Development Company and the Director-General of the Chinese Railway Company.

Witness our hands and seals on the 14th day of April, 1898; City of Washington, United States of America.

Witness:

WU TING-FANG, [SEAL.] Chinese Minister to the United States of America.

TMUN YEW CHUNG,

Washington, D. C.

AMERICAN CHINA DEVELOPMENT COMPANY,

By A. W. BASH, Agent.

Witness:

THURLOW WEED BARNES,

Member Managing Committee,

and Treasurer, New York City.

(Signed in duplicate; six words interlined in section 13.)

ADDENDUM.

In the month of May, 1897, an agreement was entered into between His Excellency, Sheng Tajen, on the one part, and a Belgian Syndicate of the other part, for a certain loan for the construction of the railway from Lukouchiao to Hankow.

It is hereby agreed that if the said agreement should be cancelled, the Director-General shall authorize the American China Development Company to undertake and said Company shall undertake to provide the sum of £5,000,000 or more if necessary for the construction of said line, and shall so undertake, upon the conditions and stipulations mentioned in the agreement entered into this day, with respect to the loan for the construction of the Hankow-Canton Line, (save as to amount) which are in every respect to apply to this loan wherever applicable, and shall bind both parties, it being understood and agreed that the American China Development Company shall utilize all portions of the Lukouchiao Line, whether such work is finished or partly finished, the cost to the American China Development Company to be the actual expense of construction already incurred by the DirectorGeneral.

Witness our hands and seals this 14th day of April, 1898; City of Washington, United States of America.

Witness:

WU TING-FANG, [SEAL.]

Chinese Minister to the United States of America.

TMUN YEW CHUNG,

Washington, D. C.

AMERICAN CHINA DEVELOPMENT COMPANY,

By A. W. BASH, Agent.

Witness:

THURLOW WEED BARNES,

Member Managing Committee and Treasurer, New York City.

Signed in Duplicate.

IMPERIAL CHINESE LEGATION,

Washington, D. C., April 28, 1898.

The undersigned, Envoy Extraordinary and Minister Plenipotentiary of the Imperial Chinese Government, hereby certifies that on the 2d day of the present month of April he received the following authorization by telegraphic cable from the Tsung-li-Yamen.

"Canton Hankow Railway loan this day sanction by decree (from the Throne). The preliminary contract you, Minister, authorized to conclude and sign."

27938-04-17

The undersigned further certifies that on the 15th day of the present month he informed the Imperial Chinese Government by cable that he had, in accordance with its authorization, signed the contract for said railway, with the agent of the American China Development Company of the details of which the undersigned had advised it, and that on the 19th day of the present month the undersigned received a cablegram from His Excellency Sheng, duly empowered, Director-General of Imperial Railways, ratifying the action of the undersigned as follows: "Contract signed. Am glad and grateful. Urge Company to send out agent promptly."

In testimony of the same I sign and seal this 28th day of April, 1898. WU TING-FANG, [SEAL.]

Envoy Extraordinary and Minister Plenipotentiary of China.

Whereas, by an agreement entered into this day, the American China Development Company have agreed to provide a loan for the construction of a railway from the City of Hankow to the City of Canton, China, and

Whereas, coal is one of the necessary articles to be used for working the said railway after its completion, now, therefore, it is hereby resolved that as soon as the said Chinese Railway Company shall have obtained concessions from the Government to open and work coal on territory adjacent to the said railway they will authorize the said American China Development Company and the said American China Development Company undertake to prospect, open and work the said coal, the said American China Development Company undertaking to provide all the funds for the carrying out of this contract. All matters relating to the raising of funds, working of the mines, distribution of profits and other details will be arranged and agreed between the Director-General of the Chinese Railway Company and the American China Development Company.

Witness our hands and seals this 14th day of April, 1898, at the City of Washington, United States of America.

(Sgd.)

WU TING-FANG, [SEAL.]

Chinese Minister to the United States of America.

Witness:

MEMORANDUM OF SUPPLEMENTAL AGREEMENT, BETWEEN THE IMPERIAL CHINESE RAILWAY ADMINISTRATION UNDER IMPERIAL SANCTION AND THE AMERICAN CHINA DEVELOPMENT COMPANY OF THE UNITED STATES OF AMERICA FOR THE ACQUISITION OF A LOAN FOR THE CONSTRUCTION OF A LINE OF RAILWAY FROM HANKOW TO CANTON.

This Supplemental Agreement is made in the 26th year of Kwang Su, Sixth month and seventeenth day, corresponding to thirteenth day of July, 1900, at Washington, and the contracting parties are:

The Director General of the Imperial Chinese Railway Administration Sheng (to be called herein the Director General), acting under authority of an Imperial Decree and the Imperial Chinese Railway Administration (to be called herein the Railway Administration) of the one part; and

The American China Development Company of the United States of America (to be called herein the American Company), of the other part;

Whereas, the main Agreement was signed at Washington by H. E. Wu Ting-fang, Minister and Envoy Plenipotentiary of the Imperial Chinese Government on the 24th day of the third moon of the 24th year of Kwang Su, corresponding to the 14th day of April, 1898, under the due sanction of an Imperial Decree as transmitted by the telegram of Tsungli Yamen under date of the 12th day of the third moon of the 24th year of Kwang Su, corresponding to the 2nd day of April, 1898, and also signed by A. W. Bash, agent of the American Company in Washington, and subsequently adopted by the said Company on the 22nd day of April, 1898; and,

Whereas, a preliminary survey as provided for in said main agreement has been made and a map showing the results of the same has been presented to and approved by H. E. Sheng; and,

Whereas, the said survey discloses that the work of construction will cost more than originally contemplated; and,

Whereas, a supplemental agreement has thus become necessary to provide for such additional money and for other details;

Now, therefore, for this and other purposes, it is agreed, ARTICLE 1: It is originally stipulated in Articles 1 and 2 of the Main Agreement that the loan for the Canton-Hankow line is to be for not less than £4,000,000, the same to be calculated in American Gold, but that if this sum is not sufficient, it may be increased and more borrowed.

Imperial Chinese Government Bonds are to be issued for the entire sum similar to the Bonds of recent Chinese loans with the railway as first mortgage security therefor, but without pledging the Customs as guarantee.

Inasmuch as the actual amount of the present loan could be only decided by the estimates of the Engineer-in-Chief made after survey