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and facilities and to covenant that during the currency of this concession no other concession of land, or right to construct, own, or work any railway or line shall be granted to any other Corporation, firm, or person, or to any foreign Government or State, nor shall the Chinese Government directly or indirectly construct, or be interested in the construction of any railway within a radius of ... miles on either side of the Railway line adopted from Kowloon to Canton, or which would in any way connect Kowloon with Canton, or with any intermediate places within such radius.
The Colonial Government of Hongkong (hereinafter called "the Government") to provide free the land required in Colonial Territory and grant a concession to a British Railway Company, to be promoted by the British and Chinese Corporation, to construct and work a Railway from Kowloon to Canton on the following terms :
1. The Corporation agrees within ... months from the date hereof to register a British Company (hereinafter called "the Railway Company") under the English Law, having a capital divided into shares and including in its objects the acquiring of this present concession, and of carrying out, owning and working the same, and having all necessary powers of issuing shares of any class, stock, mortgage and other debentures, debenture stock and other securities, for the purpose of raising the necessary funds to carry out its objects, including the constructing, equipping, and working the Railway, and generally of developing this concession and of paying expenses of preliminary and other surveys and reports in connection with the Railway, the formation of the Railway Company, the issuing of the Railway Company's prospectus, and the procuring and underwriting of its capital and debentures, and the remuneration of any company, firm, or person, for services rendered in and about the obtaining of the said concession, or in the carrying out of the undertaking or otherwise.
2. The Articles of Association of the Railway Company shall provide for its having a head office and a Board of Directors in London with a subsidiary and local office and local Board of Directors in Hong Kong, on which last-mentioned Board the Government shall always have the right of nominating one Director.
3. The concession for the Railway on the terms contained in the subsequent clauses is granted in the first instance to the Corporation but it is intended that the same shall be the property of and belong to the Railway Company when formed to the intent that the Railway Company shall have and enjoy all the rights and benefits thereof and be subject to all the liabilities thereof and the Corporation shall stand entirely released therefrom. Such transfer to the Railway Company is to be on the terms that the Railway Company shall issue to the Corporation free of cost and without payment or liability and as fully paid ... per cent. of all the shares, stock, debentures, and other securities of all kinds which shall form that part of the capital issue of the Railway Company appropriated to the Railway, it being hereby declared that ... of all the capital issued by the Railway Company to promote its undertaking in connection with the whole railway from the Port of Kowloon to Canton, including all preliminary and formation expenses.
4. Immediately after the formation and registration of the Railway Company the Corporation shall procure the Railway Company to apply to the Government for its recognition as the Railway Company intended under this contract, and the Government shall give its official recognition thereto.
5. The Railway Company shall be entitled to construct, build, equip and work the Railway by and in such sections and at such times and in such manner as they may deem advisable, and from time to time to open for traffic such sections as they may think fit, provided always that the Railway, which, under the provisions of this Agreement, is to be constructed, built, equipped and opened for traffic, is to be a first-class single line Railway on the standard gauge of 4 ft. 83/8 in. with all the necessary stations, sidings, workshops and machinery and with a sufficient supply of rolling stock.
6. The time for completion of the Railway shall be ... years from the date of this Agreement. Provided always that all engagements on the part of the Railway Company under this concession are and shall be at all times subject to the due fulfilment of all engagements on the part of the Government herein contained, and of the engagements to the Government of the Chinese Government, and to a sufficient allowance being made in all cases of force majeure, war, rebellion, native or other disturbances, tempests, floods, fire and pestilence.
7. All rolling stock, plant, machinery and materials and goods acquired by or on behalf of the Railway Company, shall be free of all import duties, &c.
8. During construction the Government to pay half-yearly to the Company a sum equal to 3 per cent. per annum on the full nominal amount of the Railway Company's issued Capital in Shares, Debentures and other Securities, and after the Railway has been completed and opened for traffic, the Government to guarantee to pay to the Railway Company half-yearly such sum as may be required to make up the net revenue to a sum equal to 3 per cent. per annum on the full nominal amount of the Company's issued Capital in Shares, Debentures, or other Securities, and the Railway Company shall undertake and agree to pay to the Government the net earnings during construction and afterwards an annual sum equal to one moiety of the Railway
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