The Republic of China and the Union of Soviet Socialist Republics mutually recognizing that, inasmuch as the Chinese Eastern Railway was built with capital furnished by the Russian Government and constructed entirely within Chinese territory, the said Railway is a purely commercial enterprise and that, excepting for matters appertaining to its own business operations, all other matters which affect the rights of the Chinese National and Local Governments shall be administrated by the Chinese Authorities, have agreed to conclude an Agreement for the Provisional Management of the Railway with a view to carrying on jointly the management of the said Railway until its final settlement at the Conference as provided in Article II. of the Agreement on General Principles for the Settlement of the Questions between the Republic of China and the Union of Soviet Socialist Republics of May 31, 1924, and have to that end named as their Plenipotentiaries, that is so say:
His Excellency the President of the Republic of China:
Vi Kyuin Wellington Koo.
The Government of the Union of Soviet Socialist Republics:
Lev Mikhailovitch Karakhan.
Who, having communicated to each other their respective full powers, found to be in good and due form, have agreed upon the following Articles:
ARTICLE I.—The Railway shall establish, for discussion and decison of all matters relative to the Chinese Eastern Railway, a Board of Directors to be composed of ten persons, of whom five shall be appointed by the Government of the Republic of China and five by the Government of the Union of Soviet Socialist Republics.
The Government of the Republic of China shall appoint one of the Chinese Directors as President of the Board of Directors, who shall also be the Director-General.
The Government of the Union of Soviet Socialist Republics shall appoint one of the Russian Directors as Vice-President of the Board of Directors, who shall also be the Assistant Director-General.
Seven persons shall constitute a quorum, and all decisions of the Board of Directors shall have the consent of not less than six persons before they can be carried out.
The Director-General and Assistant Director-General shall jointly manage the affairs of the Board of Directors and they shall both sign all the documents of the Board.
In the absence of either the Director-General or the Assistant Director-General, their respective Governments may appoint another Director to officiate as the Director-General or the Assistant Director-General (in the case of the Director-General, by one of the Chinese Directors, and in that of the Assistant Director-General, by one of the Russian Directors).
ARTICLE II.—The Railway shall establish a Board of Auditors to be composed of five persons, namely, two Chinese Auditors, who shall be appointed by the Government of the Republic of China, and three Russian Auditors, who shall be appointed by the Government of the Union of Soviet Socialist Republics.
The Chairman of the Board of Auditors shall be elected from among the Chinese Auditors.
ARTICLE III.—The Railway shall have a Manager, who shall be a national of the Union of Soviet Socialist Republics, and two Assistant Managers, one to be a national of the Republic of China and the other to be a national of the Union of Soviet Socialist Republics.
The said officers shall be appointed by the Board of Directors and such appointments shall be confirmed by their respective Governments.
The rights and duties of the Manager and the Assistant Managers shall be defined by the Board of Directors.
ARTICLE IV.—The Chief and Assistant Chiefs of the various Departments of the Railway shall be appointed by the Board of Directors.
If the Chief of Department is a national of the Republic of China, the Assistant Chief of Department shall be a national of the Union of Soviet Socialist Republics, and if the Chief of Department is a national of the Union of Soviet Socialist Republics, the Assistant Chief of Department shall be a national of the Republic of China.
ARTICLE V.—The employment of persons in the various departments of the Railway shall be in accordance with the principle of equal representation between the nationals of the Republic of China and those of the Union of Soviet Socialist Republics.
ARTICLE VI.—With the exception of the estimates and budgets, as provided in Article VII. of the present Agreement, all other matters on which the Board of Directors cannot reach an agreement shall be referred for settlement to the Governments of the Contracting Parties.
ARTICLE VII.—The Board of Directors shall present the estimates and budgets of the Railway to a joint meeting of the Board of Directors and the Board of Auditors for consideration and approval.
ARTICLE VIII.—All the net profits of the Railway shall be held by the Board of Directors and shall not be used pending a final settlement of the question of the present Railway.
ARTICLE IX.—The Board of Directors shall revise as soon as possible the statutes of the Chinese Eastern Railway Company, approved on December 4, 1896, by the Tsarist Government, in accordance. with the present Agreement and the Agreement on General Principles for the Settlement of the Questions between the Republic of China and the Union of Soviet Socialist Republics of May 31, 1924, and in any case, not later than six months from the date of the constitution of the Board of Directors.
Pending their revision, the aforesaid statutes, insofar as they do not conflict with present Agreement on General Principles for the Settlement of the Questions between the Republic of China and the Union of Soviet Socialist Republics, and not prejudice the rights of sovereignty of the Republic of China, shall continue to be observed.
ARTICLE X.—The present Agreement shall cease to have effect as soon as the question of the Chinese Eastern Railway is finally settled at the Conference as provided in Article II. of the Agreement on General Principles for the Settle-
[Page 863 was transcribed with GPT (Codex CLI), not Claude.]
ment of the Questions between the Republic of China and the Union of Soviet Socialist Republics of May 31, 1924.
ARTICLE XI.—The present Agreement shall come into effect from the date of signature.
In witness whereof the respective Plenipotentiaries have signed the present Agreement in duplicate in the English language and have affixed thereto their seals.
Done at the City of Peking this Thirty-First Day of the Fifth Month of the Thirteenth Year of the Republic of China, which is, the Thirty-First Day of May, One Thousand Nine Hundred and Twenty-Four.
(Seal) V. K. Wellington Koo.
(Seal) L. M. Karakhan.