Kaiping Mines: Memorandum of Agreement Between Chang Yen-Mao and Herbert Hoover
A historical document:
February 19, 1901: Memorandum Relating to the Reorganization of the Chinese Engineering and Mining Company:
In consequence of the disturbances of last summer [1900] and the state of hostilities thereby created, serious danger arose... [the possibility of] the confiscation of the [company's] property on account of the company's semi-official character in connection with the Chinese government... [or] the cession by compulsion of the company's property.... [I]t was thought in the interest of the Imperial government and the company's shareholders to convert the company into an Anglo-Chinese company registered under English laws and protection[s].
Another motive was... [to raise] additional capital by gaining foreign shareholders for the undertaking....
H[is] E[xcellency] Chang [Yen-Mao], Director General of the company, accordingly appointed Mr. Gustav Detring to make the necessary arrangements... with Mr. H.C. Hoover, acting on behalf of Mr. C.A. Moreing... [to draw up] a deed of sale... [so] Mr. Moreing... [could] take the necessary steps with regard to the raising of capital in Europe and registering the company under British laws....
[I]t has today been settled and decided that the company shall in the future be constituted and managed as follows:
(1) The share capital of the company to be one million pounds sterling.
(2) The Chinese shareholders [of the old company] to receive twenty-five shares of one pound each for each original share of one hundred taels each [i.e., total par value of £375,000].
(3) The bona-fide liabilities of the Chinese Engineering and Mining Company... shall be taken over by the new company....
(4) It is especially agreed to honor and repay the loans obtained from the Imperial government. 200,000 taels is to be paid out of the first funds and balance as quickly as possible [i.e., £35,000].
(5) The stockholders whether Chinese or foreign shall have equal votes at all meetings of the shareholders....
(6) The management of the company shall be conducted by two boards of directors, one in China and one in London.
(7) H[is] E[xcellency] Chang [Yen-Mao] will be Director General resident in China as before in general charge of affairs, and as such will have equal powers with foreign directors in China.
(8) The management of the property of the company in China will be in the China Board.
(9) The London Board will be elected by all the shareholders, Chinese and foreign.
(10) ... "limited" means that the shareholders are in no case responsible for more than the nominal amount of their shares.
(11) ... all the legal taxes and duties payable to the Chinese government will be paid by the company as before.
(12) ... the Director General will be the channel of all communication between the Imperial Authorities and the company.
(13) ... the company will be managed... to make Chinese and foreign interests harmonize on a fair basis of equality... [to] enrich the government and the people.
(14) All the unsettled accounts of the company and questions relating to land tenure will be adjusted equitably by mutual consultation.Herbert C. Hoover
Chev. de Wouters
Chang Yen-Mao
Gustav Detring
