Ambassador Wright
to the Secretary of State
.
[Extracts.]
American Embassy,
Tokyo
,
June 15,
1906.
No. 11.]
Sir: I have the honor to transmit herewith a
translation of an imperial ordinance published on the 8th instant
promulating regulations for the establishment of the South Manchurian
Railway Company, for the purpose of operating the railways and adjacent
mines in southern Manchuria.
According to these regulations, the company’s shares are to be held only
by the Governments and subjects of Japan and China. The Japanese
Government may put in its share of the capital in the form of the
railways and mines that it now possesses in Manchuria, notably the
southern section of the Chinese Eastern Railway Company and the coal
mines at Fushun and Yentai. The shares may be divided into several
issues, the first to be not less than one-fifth of the whole capital
stock, and the first payment need not exceed one-tenth of the face value
of the shares. The company is to have its head office in Tokyo and a
branch office in Dalny. The regulations further provide for the
appointment of a commission to take all the necessary measures for the
establishment of the company.
In an informal conversation recently it was stated that the capital of
the new company would at first be 150,000,000 yen, of which it was the
new company would at first be 150,000,000 yen, of which it was estimated
that the Japanese Government would subscribe one-half in the shape of
its Manchurian railways and mines. The remaining half will be divided
among Japanese subjects and the Government and subjects of China, thus
insuring a preponderating proportion of the stock in Japanese hands. It
was thought that the portion of the shares taken by the Chinese would be
small.
It is evident from the foregoing and from a perusal of the regulations
themselves that it is the policy and purpose of Japan to own a
controlling interest in and direct the operations of all the railways in
Manchuria in much the same way as the government roads in Japan.
[Page 196]
I also inclose herewith translations of some interesting comment upon the
new company by the Japanese press.a The Jiji Shimpo points out that the restriction of
the shares to the two nationalities was insisted upon by China in her
negotiations with Japan at Peking, following the Portsmouth peace
treaty. The paper regrets that the new company has been compelled to
organize upon the narrow lines of its Eussian predecessor, which was so
opposed to the principle of the “open door” and equal opportunity; but
inasmuch as the new company is to operate not only the present line, but
also the branch lines to be newly constructed, it will have to make use
of foreign capital, thus giving foreign capitalists an interest in the
company little short of owning the shares. Commenting upon the question
of gauge, the Jiji Shimpo remarks that the most important thing for the
South Manchurian Bailway is to connect Japan with the various other
lines of Korea and China, all of which have the standard 4 foot 8.5 inch
gauge, rather than to connect with the Eussian railway of the north.
I have, etc.,
[Inclosure—Translation.]
imperial ordinance.
We hereby sanction the organization of the South Manchuria Railway
Joint Stock Company and cause the following ordinance to be
promulgated.
| [privy seal.] |
(Signed) Manual.
|
June 7,
1906.
(Countersigned)
Marquis Kimmochi Saionji,
Minister President of
State
.
(Countersigned)
Isaburo Yamagata,
Minister of State for
Communications.
imperial ordinance no.
142, june 7, 1906.
-
Article I. The Government shall
cause the organization of the South Manchuria Railway Joint
Stock Company for the purpose of engaging in railway traffic
in Manchuria.
-
Art. II. The shares of the
company shall all be registered and may be owned only by the
Japanese and Chinese Governments or by subjects of Japan and
China.
-
Art. III. The Japanese
Government may offer its Manchurian railways and their
appurtenances, and its coal mines in Manchuria, as the
capital to be furnished by the Government.
-
Art. IV. The company may divide
the new shares to be raised into several issues to be
floated at different times, but the amount of the first
issue shall not be less than one-fifth of the whole
amount.
-
Art. V. The first payment upon
the shares need not exceed one-tenth of the value of the
shares.
-
Art. VI. The company shall
establish its head office at Tokyo and a branch office at
Dalny.
-
Art. VII. The company shall have
a president, a vice-president, four or more directors, and
from three to five inspectors.
-
Art. VIII. The president shall
represent the company and manage its affairs.
- The vice-president shall perform the president’s duties
when the latter is prevented from discharging them, and
shall act as president when the latter post is
vacant.
- The vice-president and directors shall assist the
president in his duties and shall take charge of various
departments of the company’s business.
- The inspectors shall examine the business of the
company.
-
Art. IX. The Government, subject
to the imperial sanction, shall appoint the president and
vice-president, whose terms of office shall be five
years.
- The Government shall appoint the directors from among
those shareholders who own 50 or more shares. The term of
office shall be four years.
- The inspectors shall be elected from among the
shareholders at a general meeting of the latter. The term of
office shall be three years.
-
Art. X. The amount of
compensation and allowance of the president, vice-president,
and directors shall be fixed by the Government.
-
Art. XI. The president,
vice-president, and directors of the company shall not
engage in any other business or trade, under any name
whatsoever, during their terms of office except by special
permission of the Government.
-
Art. XII. The Government shall
appoint a superintendenta for the South Manchuria Railway
Joint Stock Company to supervise the business of the
company.
- The superintendent may at any time examine the company’s
business and inspect their safes, books, documents, and any
other articles belonging to the company.
- The superintendent, whenever he may deem it necessary, may
order the company to report on the various accounts and the
condition of the company’s business.
- The superintendent may attend the general meetings of the
shareholders of the company, or any other meetings, and
express his opinions, but shall not be entitled to
vote.
-
Art. XIII. The Government may
issue such orders as may be necessary to superintend the
business of the company.
-
Art. 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.
-
Art. XV. When the Government
deems it necessary, it may apply to the company the
provisions of the laws and regulations relating to the
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.
-
Art. XVI. When not otherwise
provided for in this ordinance, the provisions of the
commercial code and its supplementary laws and regulations
shall be appplied.
-
Art. XVII. The provisions of
imperial ordinance No. 366,b of 1900, shall
not be applied to the company that is to be organized in
accordance with this ordinance.
supplementary rules.
-
Art. XVIII. The Government shall
appoint a commission to transact all business relating to
the organization of the South Manchuria Railway Joint Stock
Company.
-
Art. XIX. The organization
commission shall draw up the company’s articles of
association, and after the said articles have been approved
by the Government shall open the subscription for the first
issue of shares.
-
Art. 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.
-
Art. XXI. When the permission
referred to in the preceding article has been given, the
organizing commission shall, without delay, call for the
first installment upon each share.
- When the first installment referred to in the preceding
article has been paid in, the commission shall, without
delay, call a general meeting for organization.
-
Art. XXII. At the close of the
first general meeting the organizing commission shall turn
over its business to the president of the South Manchurian
Railway Joint Stock Company.
