《亚洲基础设施投资银行协定》中英双语全文(亚投行协定全文)

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本协定签署国一致同意:
The countries on whose behalf the present Agreement is signed agree as follows:

考虑到在全球化背景下,区域合作在推动亚洲经济体持续增长及经济和社会发展方面具有重要意义,也有助于提升本地区应对未来金融危机和其他外部冲击的能力;
CONSIDERING the importance of regional cooperation to sustain growth and promote economic and social development of the economies in Asia and thereby contribute to regional resilience against potential financial crises and other external shocks in the context of globalization;

认识到基础设施发展在推动区域互联互通和一体化方面具有重要意义,也有助于推进亚洲经济增长和社会发展,进而为全球经济发展提供新动力;
ACKNOWLEDGING the significance of infrastructure development in expanding regional connectivity and improving regional integration, thereby promoting economic growth and sustaining social development for the people in Asia, and contributing to global economic dynamism;

认识到亚洲基础设施投资银行(以下简称“银行”)通过与现有多边开发银行开展合作,将更好地为亚洲地区长期的巨额基础设施建设融资缺口提供资金支持;
REALIZING that the considerable long-term need for financing infrastructure development in Asia will be met more adequately by a partnership among existing multilateral development banks and the Asian Infrastructure Investment Bank (hereinafter referred to as the “Bank”);

确信作为旨在支持基础设施发展的多边金融机构,银行的成立将有助于从亚洲域内及域外动员更多的亟需资金,缓解亚洲经济体面临的融资瓶颈,与现有多边开发银行形成互补,推进亚洲实现持续稳定增长;
CONVINCED that the establishment of the Bank as a multilateral financial institution focused on infrastructure development will help to mobilize much needed additional resources from inside and outside Asia and to remove the financing bottlenecks faced by the individual economies in Asia, and will complement the existing multilateral development banks, to promote sustained and stable growth in Asia;

同意成立银行,并遵照本协定所做出的如下规定进行运作:
HAVE AGREED to establish the Bank, which shall operate in accordance with the following:

第一章 宗旨、职能和成员资格
Chapter I PURPOSE, FUNCTIONS AND MEMBERSHIP

第一条 宗旨
Article 1 Purpose

一、银行宗旨在于:(一)通过在基础设施及其他生产性领域的投资,促进亚洲经济可持续发展、创造财富并改善基础设施互联互通;(二)与其他多边和双边开发机构紧密合作,推进区域合作和伙伴关系,应对发展挑战。
1. The purpose of the Bank shall be to: (i) foster sustainable economic development, create wealth and improve infrastructure connectivity in Asia by investing in infrastructure and other productive sectors; and (ii) promote regional cooperation and partnership in addressing development challenges by working in close collaboration with other multilateral and bilateral development institutions.

二、本协定中凡提及“亚洲”和“本区域”之处,除理事会另有规定外,均指根据联合国定义所指的属亚洲和大洋洲的地理区划和组成。
2. Wherever used in this Agreement, references to “Asia” and “region” shall include the geographical regions and composition classified as Asia and Oceania by the United Nations, except as otherwise decided by the Board of Governors.

第二条 职能
Article 2 Functions

为履行其宗旨,银行应具备以下职能:
To implement its purpose, the Bank shall have the following functions:

(一)推动区域内发展领域的公共和私营资本投资,尤其是基础设施和其他生产性领域的发展;
(i) to promote investment in the region of public and private capital for development purposes, in particular for development of infrastructure and other productive sectors;

(二)利用其可支配资金为本区域发展事业提供融资支持,包括能最有效支持本区域整体经济和谐发展的项目和规划,并特别关注本区域欠发达成员的需求;
(ii) to utilize the resources at its disposal for financing such development in the region, including those projects and programs which will contribute most effectively to the harmonious economic growth of the region as a whole and having special regard to the needs of less developed members in the region;

(三)鼓励私营资本参与投资有利于区域经济发展,尤其是基础设施和其他生产性领域发展的项目、企业和活动,并在无法以合理条件获取私营资本融资时,对私营投资进行补充;并且,
(iii) to encourage private investment in projects, enterprises and activities contributing to economic development in the region, in particular in infrastructure and other productive sectors, and to supplement private investment when private capital is not available on reasonable terms and conditions; and

(四)为强化这些职能开展的其他活动和提供的其他服务。
(iv) to undertake such other activities and provide such other services as may further these functions.

第三条 成员资格
Article 3 Membership

一、银行成员资格向国际复兴开发银行和亚洲开发银行成员开放。
1. Membership in the Bank shall be open to members of the International Bank for Reconstruction and Development or the Asian Development Bank.

(一) 域内成员是指列入附件一第一部分的成员及依照第一条第二款属亚洲区域的其他成员,其余则为域外成员。
(a) Regional members shall be those members listed in Part A of Schedule A and other members included in the Asia region in accordance with paragraph 2 of Article 1. All other members shall be non-regional members.

(二) 创始成员指已列入附件一、在第五十七条规定的日期当日或之前签署本协定并在第五十八条第一款规定的最终日期前已满足所有成员条件的成员。
(b) Founding Members shall be those members listed in Schedule A which, on or before the date specified in Article 57, shall have signed this Agreement and shall have fulfilled all other conditions of membership before the final date specified under paragraph 1 of Article 58.

二、国际复兴开发银行和亚洲开发银行成员,如未能依照第五十八条规定加入银行,可依照第二十八条规定经理事会特别多数投票同意后,遵照银行决定的加入条件成为银行成员。
2. Members of the International Bank for Reconstruction and Development or the Asian Development Bank which do not become members in accordance with Article 58 may be admitted, under such terms and conditions as the Bank shall determine, to membership in the Bank by a Special Majority vote of the Board of Governors as provided in Article 28.

三、不享有主权或无法对自身国际关系行为负责的申请方,应由对其国际关系行为负责的银行成员同意或代其向银行提出加入申请。
3. In the case of an applicant which is not sovereign or not responsible for the conduct of its international relations, application for membership in the Bank shall be presented or agreed by the member of the Bank responsible for its international relations.

第二章 资本
CHAPTER II CAPITAL

第四条 法定股本
Article 4 Authorized Capital

一、银行法定股本为壹仟亿美元,分为壹佰万股,每股的票面价值为拾万美元,只供成员依照本协定第五条的规定认缴。
1. The authorized capital stock of the Bank shall be one hundred billion United States dollars ($100,000,000,000), divided into one million (1,000,000) shares having a par value of 100,000 dollars ($100,000) each, which shall be available for subscription only by members in accordance with the provisions of Article 5.

二、初始法定股本分为实缴股本和待缴股本。实缴股本的票面总价值为贰佰亿美元,待缴股本的票面总价值为捌佰亿美元。
2. The original authorized capital stock shall be divided into paid-in shares and callable shares. Shares having an aggregate par value of twenty billion dollars ($20,000,000,000) shall be paid-in shares, and shares having an aggregate par value of eighty billion dollars ($80,000,000,000) shall be callable.

三、理事会可依照第二十八条规定,在适当时间按适当条件,经理事会超级多数投票同意后,增加银行的法定股本,包括实缴股本和待缴股本之间的比例。
3. The authorized capital stock of the Bank may be increased by the Board of Governors by a Super Majority vote as provided in Article 28, at such time and under such terms and conditions as it may deem advisable, including the proportion between paid-in and callable shares.

四、本协定凡提及“美元”及“$”符号均指美利坚合众国的法定支付货币。
4. The term “dollar” and the symbol “$” wherever used in this Agreement shall be understood as being the official currency of payment of the United States of America.

第五条 股本认缴
Article 5 Subscription of Shares

一、每个成员均须认缴银行的股本。认缴初始法定股本时,实缴股本与待缴股本之间的比例应为2:8。依照第五十八条规定获得成员资格的国家,其初始认缴股份数按本协定附件一执行。
1. Each member shall subscribe to shares of the capital stock of the Bank. Each subscription to the original authorized capital stock shall be for paid-in shares and callable shares in the proportion two (2) to eight (8). The initial number of shares available to be subscribed by countries which become members in accordance with Article 58 shall be that set forth in Schedule A.

二、依照本协定第三条第二款加入的成员,其初始认缴股份数应由理事会决定;若其认缴将使域内成员持有股本在总股本中的比例降至百分之七十五以下时,除非理事会依照第二十八条规定经超级多数投票通过,否则不予批准。
2. The initial number of shares to be subscribed by countries which are admitted to membership in accordance with paragraph 2 of Article 3 shall be determined by the Board of Governors; provided, however, that no such subscription shall be authorized which would have the effect of reducing the percentage of capital stock held by regional members below seventy-five (75) per cent of the total subscribed capital stock, unless otherwise agreed by the Board of Governors by a Super Majority vote as provided in Article 28.

三、理事会可以应某一成员要求,依照第二十八条规定,经超级多数投票通过,同意该成员按照确定的条件和要求增加认缴;若其认缴使域内成员持有股本在总股本中的比例降至百分之七十五以下时,除非理事会依照第二十八条规定经超级多数投票通过,否则不予批准。
3. The Board of Governors may, at the request of a member, increase the subscription of such member on such terms and conditions as the Board may determine by a Super Majority vote as provided in Article 28; provided, however, that no such increase in the subscription of any member shall be authorized which would have the effect of reducing the percentage of capital stock held by regional members below seventy-five (75) per cent of the total subscribed capital stock, unless otherwise agreed by the Board of Governors by a Super Majority vote as provided in Article 28.

四、理事会每隔不超过五年对银行的总股本进行审议。法定股本增加时,每个成员都将有合理机会按理事会决定的条件进行认缴,其认缴部分占总增加股本的比例应与此次增资前其认缴股本占总认缴股本的比例相同。任何成员均无义务认缴任何增加股本。
4. The Board of Governors shall at intervals of not more than five (5) years review the capital stock of the Bank. In case of an increase in the authorized capital stock, each member shall have a reasonable opportunity to subscribe, under such terms and conditions as the Board of Governors shall determine, to a proportion of the increase of stock equivalent to the proportion which its stock theretofore subscribed bears to the total subscribed capital stock immediately prior to such increase. No member shall be obligated to subscribe to any part of an increase of capital stock.

第六条 对认缴股本的支付
Article 6 Payment of Subscriptions

一、依照第五十八条获得成员资格的本协定签署方,其初始认缴股本中实缴股本分五次缴清,每次缴纳百分之二十,本条第五款中特殊规定的除外。第一次缴付应在本协定生效后三十天内完成,或在第五十八条第一款规定的批准书、接受书或核准书递交之日或之前缴付,以后发生者为准。第二次缴付在本协定生效期满一年内完成。其余三次将相继在上一次到期一年内完成。
1. Payment of the amount initially subscribed by each Signatory to this Agreement which becomes a member in accordance with Article 58 to the paid-in capital stock of the Bank shall be made in five (5) installments, of twenty (20) per cent each of such amount, except as provided in paragraph 5 of this Article. The first installment shall be paid by each member within thirty (30) days after entry into force of this Agreement, or on or before the date of deposit on its behalf of its instrument of ratification, acceptance or approval in accordance with paragraph 1 of Article 58, whichever is later. The second installment shall become due one (1) year from the entry into force of this Agreement. The remaining three (3) installments shall become due successively one (1) year from the date on which the preceding installment becomes due.

二、除本条第五款规定之外,对初始认缴中原始实缴股本的每次缴付均应使用美元或其他可兑换货币。银行可随时将此类缴付转换为美元。如若到期未能完成缴付,则相应的实缴和待缴股本所赋予的权利,包括投票权等都将中止,直至银行收到到期股本的缴付。
2. Each installment of the payment of initial subscriptions to the original paid-in capital stock shall be paid in dollars or other convertible currency, except as provided in paragraph 5 of this Article. The Bank may at any time convert such payments into dollars. All rights, including voting rights, acquired in respect of paid-in and associated callable shares for which such payments are due but have not been received shall be suspended until full payment is received by the Bank.

三、银行的待缴股本,仅在银行需偿付债务时方予催缴。成员可选择美元或银行偿债所需货币进行缴付。在催缴待缴股本时,所有待缴股份的催缴比例应一致。
3. Payment of the amount subscribed to the callable capital stock of the Bank shall be subject to call only as and when required by the Bank to meet its liabilities. In the event of such a call, payment may be made at the option of the member in dollars or in the currency required to discharge the obligations of the Bank for the purpose of which the call is made. Calls on unpaid subscriptions shall be uniform in percentage on all callable shares.

四、本条提及的各种缴付的地点由银行决定,但在理事会举行首次会议之前,本条第一款所指的首次付款应支付给银行的托管方,即中华人民共和国政府。
4. The Bank shall determine the place for any payment under this Article, provided that, until the inaugural meeting of the Board of Governors, the payment of the first installment referred to in paragraph 1 of this Article shall be made to the Government of the People’s Republic of China, as Trustee for the Bank.

五、就本款而言,被认定为欠发达国家的成员在缴付本条第一款和第二款所规定的股本时可选择以下任一方式完成,即:
5. A member considered as a less developed country for purposes of this paragraph may pay its subscription under paragraphs 1 and 2 of this Article, as an alternative, either:

(一) 可全部使用美元或其他可兑换货币,最多分十次缴付,每次缴付金额相当于总额的百分之十,第一次和第二次缴付的到期日参照第一款规定,第三次至第十次的缴付应在本协定生效两年内及之后每满一年内相继完成;或者
(a) entirely in dollars or other convertible currency in up to ten (10) installments, with each such installment equal to ten (10) percent of the total amount, the first and second installments due as provided in paragraph 1, and the third through tenth installments due on the second and subsequent anniversary dates of the entry into force of this Agreement; or

(二) 每次缴付中,成员可在部分使用美元或其他可兑换货币的同时,使用本币完成其中不超过百分之五十的缴付,并按照本条第一款规定的时间完成每次缴付,同时此类缴付应符合以下规定:
(b) with a portion in dollars or other convertible currency and a portion of up to fifty (50) per cent of each installment in the currency of the member, following the schedule of installments provided in paragraph 1 of this Article. The following provisions shall apply to payments under this sub-paragraph (b):

1、成员应在本条第一款规定的缴付时间向银行说明其将用本币缴付的金额比例;
(i) The member shall advise the Bank at the time of subscription under paragraph 1 of this Article of the proportion of payments to be made in its own currency.

2、依照本条第五款规定完成的每次本币缴付金额应由银行按照与美元完全等值的金额计算。首次缴付时成员可自行确定应缴付金额,但银行可在付款到期日前九十天内做出适当调整,以使所缴付金额与按美元计算的金额完全等值。
(ii) Each payment of a member in its own currency under this paragraph 5 shall be in such amount as the Bank determines to be equivalent to the full value in terms of dollars of the portion of the subscription being paid. The initial payment shall be in such amount as the member considers appropriate hereunder but shall be subject to such adjustment, to be effected within ninety (90) days of the date on which such payment was due, as the Bank shall determine to be necessary to constitute the full dollar equivalent of such payment.

3、无论何时,只要银行认为一个成员的货币已大幅贬值,该成员应在一段合理期限内向银行缴付额外的本币金额,以确保银行账面持有的该成员以本币认缴股本的价值不变。
(iii) Whenever in the opinion of the Bank, the foreign exchange value of a member’s currency has depreciated to a significant extent, that member shall pay to the Bank within a reasonable time an additional amount of its currency required to maintain 6 the value of all such currency held by the Bank on account of its subscription.

4、无论何时,只要银行认为一个成员的货币已大幅升值,银行应在一段合理期限内向该成员退付一定数量的本币金额,以调整银行账面持有的该成员以本币认缴股本的价值。
(iv) Whenever in the opinion of the Bank, the foreign exchange value of a member’s currency has appreciated to a significant extent, the Bank shall pay to that member within a reasonable time an amount of that currency required to adjust the value of all such currency held by the Bank on account of its subscription.

5、银行可放弃本项第3目赋予的偿付权利,成员可放弃本项第4目赋予的偿付权利。
(v) The Bank may waive its rights to payment under sub-paragraph (iii) and the member may waive its rights to payment under sub-paragraph (iv).

六、银行接受任何成员使用该成员政府或其指定的存托机构所发行的本票或其他债券缴付该成员依照本条第五款第(二)项规定的以本币缴付金额,前提是银行在经营中不需要使用上述金额的成员货币。上述本票或债券应为不可转让、无息并可应银行要求按面值见票即付。
6. The Bank shall accept from any member paying its subscription under sub-paragraph 5 (b) of this Article promissory notes or other obligations issued by the Government of the member, or by the depository designated by such member, in lieu of the amount to be paid in the currency of the member, provided such amount is not required by the Bank for the conduct of its operations. Such notes or obligations shall be non-negotiable, non-interest-bearing, and payable to the Bank at par value upon demand.

第七条 股份缴付条件
Article 7 Terms of Shares

一、成员初始认缴股份应按面值发行。其他股份也应按照面值发行,除非理事会在特殊情况下依照第二十八条规定经特别多数投票通过,决定以其他条件发行股份。
1. Shares of stock initially subscribed by members shall be issued at par. Other shares shall be issued at par unless the Board of Governors by a Special Majority vote as provided in Article 28 decides in special circumstances to issue them on other terms.

二、股份不得以任何形式进行质押或抵押,且仅可以向银行转让。
2. Shares of stock shall not be pledged or encumbered in any manner whatsoever, and they shall be transferable only to the Bank.

三、成员股权债务应仅限于其所持股份发行额中未缴付部分。
3. The liability of the members on shares shall be limited to the unpaid portion of their issue price.

四、成员不因其成员地位而对银行的债务负责。
4. No member shall be liable, by reason of its membership, for obligations of the Bank.

第八条 普通资本
Article 8 Ordinary Resources

本协定中“普通资本”一词包括以下内容:
As used in this Agreement, the term “ordinary resources” of the Bank shall include the following:

(一)依照本协定第五条规定认缴的银行法定股本,包括实缴股本和待缴股本;
(i) authorized capital stock of the Bank, including both paid-in and callable shares, subscribed pursuant to Article 5;

(二)银行依照第十六条第一款授权筹集的资金,此类资金的兑付承诺适用本协定第六条第三款的规定;
(ii) funds raised by the Bank by virtue of powers conferred by paragraph 1 of Article 16, to which the commitment to calls provided for in paragraph 3 of Article 6 is applicable;

(三)因使用本条第(一)、(二)项资金发放贷款或担保的偿付所得,或使用上述资金进行股权投资或依照第十一条第二款第(六)项批准的其他类型融资的所得收益;
(iii) funds received in repayment of loans or guarantees made with the resources indicated in sub-paragraphs (i) and (ii) of this Article or as returns on equity investments and other types of financing approved under sub-paragraph 2 (vi) of Article 11 made with such resources;

(四)使用前述资金发放贷款或依照第六条第三款的兑付承诺所做担保获得的收入;
(iv) income derived from loans made from the aforementioned funds or from guarantees to which the commitment to calls set forth in paragraph 3 of Article 6 is applicable; and

(五)银行收到的其他不属于本协定第十七条规定的特别基金的其他任何资金或收入。
(v) any other funds or income received by the Bank which do not form part of its Special Funds resources referred to in Article 17 of this Agreement.

第三章 银行业务运营
CHAPTER III OPERATIONS OF THE BANK

第九条 资金使用
Article 9 Use of Resources

银行资金仅可依照稳健的银行原则用于履行本协定第一条和第二条所规定的宗旨和职能。 The resources and facilities of the Bank shall be used exclusively to implement the purpose and functions set forth, respectively, in Articles 1 and 2, and in accordance with sound banking principles.

第十条 普通业务与特别业务
Article 10 Ordinary and Special Operations

一、银行的业务包括:
1. The operations of the Bank shall consist of:

(一)本协定第八条提及的,由银行普通资本提供融资的普通业务;
(i) ordinary operations financed from the ordinary resources of the Bank, referred to in Article 8; and

(二)本协定第十七条提及的,由银行特别基金提供融资的特别业务。
(ii) special operations financed from the Special Funds resources referred to in Article 17.

两种业务可以同时为同一个项目或规划的不同部分提供融资。
The two types of operations may separately finance elements of the same project or program.

二、银行的普通资本和特别基金在持有、使用、承诺、投资或作其他处置时,在任何时候、各个方面均须完全分离。银行的财务报表亦应将普通业务和特别业务分别列出。
2. The ordinary resources and the Special Funds resources of the Bank shall at all times and in all respects be held, used, committed, invested or otherwise disposed of entirely separately from each other. The financial statements of the Bank shall show the ordinary operations and special operations separately.

三、任何情况下银行普通资本都不得用以缴付或清偿由特别基金担负或承诺的特别业务或其他活动发生的支出、亏损或负债。
3. The ordinary resources of the Bank shall, under no circumstances, be charged with, or used to discharge, losses or liabilities arising out of special operations or other activities for which Special Funds resources were originally used or committed.

四、普通业务直接发生的支出由普通资本列支;特别业务发生的支出由特别基金列支。其他任何支出的列支由银行另行决定。
4. Expenses appertaining directly to ordinary operations shall be charged to the ordinary resources of the Bank. Expenses appertaining directly to special operations shall be charged to the Special Funds resources. Any other expenses shall be charged as the Bank shall determine.

第十一条 业务对象及方法
Article 11 Recipients and Methods of Operation

一、(一)银行可以向任何成员或其机构、单位或行政部门,或在成员的领土上经营的任何实体或企业,以及参与本区域经济发展的国际或区域性机构或实体提供融资。
1. (a) The Bank may provide or facilitate financing to any member, or any agency, instrumentality or political subdivision thereof, or any entity or enterprise operating in the territory of a member, as well as to international or regional agencies or entities concerned with economic development of the region.

(二)在特殊情况下,银行可以向本款第(一)项以外的业务对象提供援助,前提是理事会依照第二十八条规定经超级多数投票通过:1、确认该援助符合银行的宗旨与职能以及银行成员的利益;2、明确可以向业务对象提供的本条第二款规定的融资支持类别。
(b) The Bank may, in special circumstances, provide assistance to a recipient not listed in sub-paragraph (a) above only if the Board of Governors, by a Super Majority vote as provided in Article 28: (i) shall have determined that such assistance is designed to serve the purpose and come within the functions of the Bank and is in the interest of the Bank’s membership; and (ii) shall have specified the types of assistance under paragraph 2 of this Article that may be provided to such recipient.

二、银行可以下列方式开展业务:
2. The Bank may carry out its operations in any of the following ways:

(一)直接贷款、联合融资或参与贷款;
(i) by making, co-financing or participating in direct loans;

(二)参与机构或企业的股权资本投资;
(ii) by investment of funds in the equity capital of an institution or enterprise;

(三)作为直接或间接债务人,全部或部分地为用于经济发展的贷款提供担保;
(iii) by guaranteeing, whether as primary or secondary obligor, in whole or in part, loans for economic development;

(四)根据特别基金的使用协定,配置特别基金的资源;
(iv) by deploying Special Funds resources in accordance with the agreements determining their use;

(五)依照第十五条的规定提供技术援助;
(v) by providing technical assistance in accordance with Article 15; or

(六)理事会依照第二十八条规定经特别多数投票通过决定的其他融资方式。
(vi) through other types of financing as may be determined by the Board of Governors, by a Special Majority vote as provided in Article 28.

第十二条 普通业务的限制条件
Article 12 Limitations on Ordinary Operations

一、银行依照本协定第十一条第二款第(一)、(二)、(三)、和(四)项从事的贷款、股权投资、担保和其他形式融资等普通业务中的未收清款项,任何时候都不得超过普通资本中未动用认缴股本、储备资金和留存收益的总额。但理事会有权依照本协定第二十八条规定,经超级多数投票通过后,根据银行的财务状况随时提高上述对银行普通业务的财务限制,最高可至普通资本中未动用认缴股本、储备资金和留存收益总额的250%。
1. The total amount outstanding of loans, equity investments, guarantees and other types of financing provided by the Bank in its ordinary operations under sub-paragraphs 2 (i), (ii), (iii) and (vi) of Article 11 shall not at any time be increased, if by such increase the total amount of its unimpaired subscribed capital, reserves and retained earnings included in its ordinary resources would be exceeded. Notwithstanding the provisions of the preceding sentence, the Board of Governors may, by a Super Majority vote as provided in Article 28, determine at any time that, based on the Bank’s financial position and financial standing, the limitation under this paragraph may be increased, up to 250% of the Bank’s unimpaired subscribed capital, reserves and retained earnings included in its ordinary resources.

二、银行已拨付股权投资的总额不得超过当期相应的银行未动用实缴股本和普通储备资金总额。
2. The amount of the Bank’s disbursed equity investments shall not at any time exceed an amount corresponding to its total unimpaired paid-in subscribed capital and general reserves.

第十三条 业务原则
Article 13 Operating Principles

银行应依据下列原则开展业务:
The operations of the Bank shall be conducted in accordance with the principles set out below.

(一)银行应按照稳健的银行原则开展业务;
1. The Bank shall be guided by sound banking principles in its operations.

(二)银行业务应主要是特定项目或特定投资规划融资、股权投资以及第十五条规定的技术援助;
2. The operations of the Bank shall provide principally for the financing of specific projects or specific investment programs, for equity investment, and for technical assistance in accordance with Article 15.

(三)银行不得在成员反对的情况下,在该成员境内开展融资业务;
3. The Bank shall not finance any undertaking in the territory of a member if that member objects to such financing.

(四)银行应保证其从事的每项业务均符合银行的业务和财务政策,包括但不仅限于针对环境和社会影响方面的政策;
4. The Bank shall ensure that each of its operations complies with the Bank’s operational and financial policies, including without limitation, policies addressing environmental and social impacts.

(五)银行审议融资申请时,应在综合考虑有关因素的同时,适当关注借款人以银行认为合理的条件从别处获得资金的能力;
5. In considering an application for financing, the Bank shall pay due regard to the ability of the recipient to obtain financing or facilities elsewhere on terms and conditions that the Bank considers reasonable for the recipient, taking into account all pertinent factors.

(六)银行在提供或担保融资时,应适当关注借款人及担保人未来按融资合同规定的条件履行其义务的可能性;
6. In providing or guaranteeing financing, the Bank shall pay due regard to the prospects that the recipient and guarantor, if any, will be in a position to meet their obligations under the financing contract.

(七)银行在提供或担保融资时,应采取银行认为对该项融资和银行风险均适宜的融资条件,包括利率、其他费用和还本安排;
7. In providing or guaranteeing financing, the financial terms, such as rate of interest and other charges and the schedule for repayment of principal shall be such as are, in the opinion of the Bank, appropriate for the financing concerned and the risk to the Bank.

(八)银行不应对普通业务或特别业务中银行融资项目的货物和服务采购进行国别限制;
8. The Bank shall place no restriction upon the procurement of goods and services from any country from the proceeds of any financing undertaken in the ordinary or special operations of the Bank.

(九)银行应采取必要措施保证其提供、担保或参与的融资资金仅用于融资所规定的目标,并应兼顾节约和效率;
9. The Bank shall take the necessary measures to ensure that the proceeds of any financing provided, guaranteed or participated in by the Bank are used only for the purposes for which the financing was granted and with due attention to considerations of economy and efficiency.

(十)银行应尽可能避免不均衡地将过多资金用于某一或某些成员的利益;
10. The Bank shall pay due regard to the desirability of avoiding a disproportionate amount of its resources being used for the benefit of any member.

(十一)银行应设法保持其股权资本投资的多样化。除非出于保护其投资的需要,否则银行在其股权投资项目中,对所投资的实体或企业不应承担任何管理责任,也不应寻求对该实体或企业的控制权。
11. The Bank shall seek to maintain reasonable diversification in its investments in equity capital. In its equity investments, the Bank shall not assume responsibility for managing any entity or enterprise in which it has an investment and shall not seek a controlling interest in the entity or enterprise concerned, except where necessary to safeguard the investment of the Bank.

第十四条 融资条件
Article 14 Terms and Conditions for Financing

一、银行在发放、参与或担保贷款时,应依照本协定第十三条规定的业务原则及本协定其他条款的规定,订立合同明确该贷款或担保的条件。在制定上述条件时,银行应充分考虑保障银行收益和财务状况的需要。
1. In the case of loans made or participated in or loans guaranteed by the Bank, the contract shall establish, in conformity with the operating principles set forth in Article 13 and subject to the other provisions of this Agreement, the terms and conditions for the loan or the guarantee concerned. In setting such terms and conditions, the Bank shall take fully into account the need to safeguard its income and financial position.

二、当贷款或担保对象本身并非银行成员时,如银行认为可行,可以要求该项目执行所在地的成员,或者银行接受的该成员某个政府机构或其他机构,为贷款本金、利息和其他费用的按期如约偿还提供担保。
2. Where the recipient of loans or guarantees of loans is not itself a member, the Bank may, when it deems it advisable, require that the member in whose territory the project concerned is to be carried out, or a public agency or any instrumentality of that member acceptable to the Bank, guarantee the repayment of the principal and the payment of interest and other charges on the loan in accordance with the terms thereof.

三、任何股权投资的金额不得超过董事会通过的政策文件所允许的对该实体或企业进行股权投资的比例。
3. The amount of any equity investment shall not exceed such percentage of the equity capital of the entity or enterprise concerned as permitted under policies approved by the Board of Directors.

四、按照有关货币风险最小化的政策规定,银行可以使用一国的本币为银行在该国的业务提供融资。
4. The Bank may provide financing in its operations in the currency of the country concerned, in accordance with policies that minimize currency risk.

第十五条 技术援助
Article 15 Technical Assistance

一、在符合银行宗旨和职能的情况下,银行可提供技术咨询、援助及其他类似形式的援助。
1. The Bank may provide technical advice and assistance and other similar forms of assistance which serve its purpose and come within its functions.

二、如遇提供上述服务的费用无法补偿时,银行可从其收益中支出。
2. Where expenditures incurred in furnishing such services are not reimbursable, the Bank shall charge such expenditures to the income of the Bank.

第四章 银行资金
CHAPTER IV FINANCES OF THE BANK

第十六条 一般权力
Article 16 General Powers

除本协定其他条款中明确规定的权力外,银行还应有以下权力。
In addition to the powers specified elsewhere in this Agreement, the Bank shall have the powers set out below.

(一)银行可以根据相关法律规定在成员国或其他地方通过举债或其他方式筹集资金。
1. The Bank may raise funds, through borrowing or other means, in member countries or elsewhere, in accordance with the relevant legal provisions.

(二)银行可以对其发行或担保或投资的证券进行买卖。
2. The Bank may buy and sell securities the Bank has issued or guaranteed or in which it has invested.

(三)为推动证券销售,银行可为其投资的证券提供担保。
3. The Bank may guarantee securities in which it has invested in order to facilitate their sale.

(四)银行可以承销或参与承销任何实体或企业发行的、目的与银行宗旨一致的证券。
4. The Bank may underwrite, or participate in the underwriting of, securities issued by any entity or enterprise for purposes consistent with the purpose of the Bank.

(五)银行可以将其业务经营未使用资金进行投资或存储。
5. The Bank may invest or deposit funds not needed in its operations.

(六)银行应确保在银行发行或担保的每份证券的外观上标有显著字样,声明该证券并非任何政府的债务;如该证券确实是某个特定政府的债务,则应做如实表述。
6. The Bank shall ensure that every security issued or guaranteed by the Bank shall bear on its face a conspicuous statement to the effect that it is not an obligation of any Government, unless it is in fact the obligation of a particular Government, in which case it shall so state.

(七)根据理事会通过的信托基金框架,在信托基金的目标与银行宗旨和职能一致的前提下,银行可接受其他相关方的委托,成立并管理该信托基金。
7. The Bank may establish and administer funds held in trust for other parties, provided such trust funds are designed to serve the purpose and come within the functions of the Bank, under a trust fund framework which shall have been approved by the Board of Governors.

(八)银行可以在理事会依照本协定第二十八条规定经特别多数投票通过后,以实现银行宗旨和职能为目的,成立附属机构。
8. The Bank may establish subsidiary entities which are designed to serve the purpose and come within the functions of the Bank, only with the approval of the Board of Governors by a Special Majority vote as provided in Article 28.

(九)在符合本协定规定的前提下,银行可行使为进一步实现其宗旨和职能所需的适当的其他权力,并制定与此有关的规章。
9. The Bank may exercise such other powers and establish such rules and regulations as may be necessary or appropriate in furtherance of its purpose and functions, consistent with the provisions of this Agreement.

第十七条 特别基金
Article 17 Special Funds

一、银行可以接受与银行宗旨和职能一致的特别基金,此类特别基金属银行资源。特别基金的所有管理成本均应从该基金支出。
1. The Bank may accept Special Funds which are designed to serve the purpose and come within the functions of the Bank; such Special Funds shall be resources of the Bank. The full cost of administering any Special Fund shall be charged to that Special Fund.

二、银行接受的特别基金的使用原则和条件应与银行的宗旨和职能一致,并符合就此类基金达成的相关协议。
2. Special Funds accepted by the Bank may be used on terms and conditions consistent with the purpose and functions of the Bank and with the agreement relating to such Funds.

三、银行应根据成立、管理和使用每个特别基金的需要制定特别规章。该规章应与本协定中除明确仅适用于普通业务的规定以外的所有条款保持一致。
3. The Bank shall adopt such special rules and regulations as may be required for the establishment, administration and use of each Special Fund. Such rules and regulations shall be consistent with the provisions of this Agreement, except for those provisions expressly applicable only to ordinary operations of the Bank.

四、“特别基金资源”一词应指所有特别基金的资源,包括:
4. The term “Special Funds resources” shall refer to the resources of any Special Fund and shall include:

(一)银行接收并纳入特别基金的资金;
(i) funds accepted by the Bank for inclusion in any Special Fund;

(二)根据银行管理特别基金的规章,用特别基金发放或担保的贷款所得,及其股权投资的收益,归属该特别基金;
(ii) funds received in respect of loans or guarantees, and the proceeds of any equity investments, financed from the resources of any Special Fund which, under the rules and regulations of the Bank governing that Special Fund, are received by such Special Fund;

(三)特别基金资金投资产生的任何收入;及
(iii) income derived from investment of Special Funds resources; and

(四)可由特别基金支配使用的任何其他资金。
(iv) any other resources placed at the disposal of any Special Fund.

第十八条 净收入的分配和处置
Article 18 Allocation and Distribution of Net Income

一、理事会至少每年都应在扣除储备资金之后,就银行净收入在留存收益或其他事项以及可分配给成员的利润(如适用)之间的分配做出决定。任何将银行净收入分配用作其他用途的此类决策应依照第二十八条规定以超级多数投票通过。
1. The Board of Governors shall determine at least annually what part of the net income of the Bank shall be allocated, after making provision for reserves, to retained earnings or other purposes and what part, if any, shall be distributed to the members. Any such decision on the allocation of the Bank’s net income to other purposes shall be taken by a Super Majority vote as provided in Article 28.

二、上一款中提及的分配应按照各成员所持股份的数量按比例完成,支付的方式和货币应由理事会决定。
2. The distribution referred to in the preceding paragraph shall be made in proportion to the number of shares held by each member, and payments shall be made in such manner and in such currency as the Board of Governors shall determine.

第十九条 货币
Article 19 Currencies

一、银行或任何银行款项接受方所接受、持有、使用或转让的货币在任何国家内进行缴付时,成员均不得对此施加任何限制。
1. Members shall not impose any restrictions on currencies, including the receipt, holding, use or transfer by the Bank or by any recipient from the Bank, for payments in any country.

二、当根据本协定需要以一种货币对另一货币进行估值,或决定某货币是否可兑换时,该估值或决定应由银行做出。
2. Whenever it shall become necessary under this Agreement to value any currency in terms of another or determine whether any currency is convertible, such valuation or determination shall be made by the Bank.

第二十条 银行偿债的方式
Article 20 Methods of Meeting Liabilities of the Bank

一、银行从事普通业务时,若其所发放、参与或担保的贷款出现拖欠或违约,或其所投资的股权或依照第十一条第二款第(六)项做出的其他融资出现损失,银行可采取其认为适当的措施。银行应保持适当的拨备水平以应对可能发生的损失。
1. In the Bank’s ordinary operations, in cases of arrears or default on loans made, participated in, or guaranteed by the Bank, and in cases of losses on equity investment or other types of financing under sub-paragraph 2 (vi) of Article 11, the Bank shall take such action as it deems appropriate. The Bank shall maintain appropriate provisions against possible losses.

二、银行普通业务发生的损失,应当:
2. Losses arising in the Bank’s ordinary operations shall be charged:

(一)首先依照本条第一款的规定处置;
(i) first, to the provisions referred to in paragraph 1 above;

(二)其次,由净收入支付;
(ii) second, to net income;

(三)第三,从储备资金和留存收益中支付;
(iii) third, against reserves and retained earnings;

(四)第四,从未动用实缴股本中支付;
(iv) fourth, against unimpaired paid-in capital; and

(五)最后,从可依照第六条第三款的规定进行催缴的待缴股本中适量缴付。
(v) last, against an appropriate amount of the uncalled subscribed callable capital which shall be called in accordance with the provisions of paragraph 3 of Article 6.

第五章 治理
CHAPTER V GOVERNANCE

第二十一条 治理结构
Article 21 Structure

银行应设立理事会、董事会、一名行长、一名或多名副行长,以及其他必要的高级职员与普通职员职位。
The Bank shall have a Board of Governors, a Board of Directors, a President, one or more Vice-Presidents, and such other officers and staff as may be considered necessary.

第二十二条 理事会:构成
Article 22 Board of Governors: Composition

一、每个成员均应在理事会中有自己的代表,并应任命一名理事和一名副理事。每个理事和副理事均受命于其所代表的成员。除理事缺席情况外,副理事无投票权。
1. Each member shall be represented on the Board of Governors and shall appoint one Governor and one Alternate Governor. Each Governor and Alternate Governor shall serve at the pleasure of the appointing member. No Alternate Governor may vote except in the absence of his principal.

二、在银行每次年会上,理事会应选举一名理事担任主席,任期至下届主席选举为止。
2. At each of its annual meetings, the Board shall elect one of the Governors as Chairman who shall hold office until the election of the next Chairman.

三、理事和副理事任职期间,银行不予给付薪酬,但可支付其因出席会议产生的合理支出。
3. Governors and Alternate Governors shall serve as such without remuneration from the Bank, but the Bank may pay them reasonable expenses incurred in attending meetings.

第二十三条 理事会:权力
Article 23 Board of Governors: Powers

一、银行一切权力归理事会。
1. All the powers of the Bank shall be vested in the Board of Governors.

二、理事会可将其部分或全部权力授予董事会,但以下权力除外:
2. The Board of Governors may delegate to the Board of Directors any or all its powers, except the power to:

(一)吸收新成员和确定新成员加入条件;
(i) admit new members and determine the conditions of their admission;

(二)增加或减少银行法定股本;
(ii) increase or decrease the authorized capital stock of the Bank;

(三)中止成员资格;
(iii) suspend a member;

(四)裁决董事会对本协定的相关解释或适用提出的申诉;
(iv) decide appeals from interpretations or applications of this Agreement given by the Board of Directors;

(五)选举银行董事并依照第二十五条第六款决定须由银行负担的董事和副董事的支出及薪酬(如适用);
(v) elect the Directors of the Bank and determine the expenses to be paid for Directors and Alternate Directors and remuneration, if any, pursuant to paragraph 6 of Article 25;

(六)选举行长,中止或解除行长职务,并决定行长的薪酬及其他任职条件;
(vi) elect the President, suspend or remove him from office, and determine his remuneration and other conditions of service;

(七)在审议审计报告后,批准银行总资产负债表和损益表;
(vii) approve, after reviewing the auditors’ report, the general balance sheet and the statement of profit and loss of the Bank;

(八)决定银行的储备资金及净收益的配置与分配;
(viii) determine the reserves and the allocation and distribution of the net profits of the Bank;

(九)修订本协定;
(ix) amend this Agreement;

(十)决定终止银行业务并分配银行资产;及
(x) decide to terminate the operations of the Bank and to distribute its assets; and

(十一)行使本协定明确规定属于理事会的其他权力。
(xi) exercise such other powers as are expressly assigned to the Board of Governors in this Agreement.

三、对于理事会依照本条第二款授予董事会办理的任何事项,理事会均保留其执行决策的全部权力。
3. The Board of Governors shall retain full power to exercise authority over any matter delegated to the Board of Directors under paragraph 2 of this Article.

第二十四条 理事会:程序
Article 24 Board of Governors: Procedure

一、理事会应举行年会,并按理事会规定或董事会要求召开其他会议。当五个银行成员提出请求时,董事会即可要求召开理事会会议。
1. The Board of Governors shall hold an annual meeting and such other meetings as may be provided for by the Board of Governors or called by the Board of Directors. Meetings of the Board of Governors shall be called by the Board of Directors whenever requested by five (5) members of the Bank.

二、当出席会议的理事超过半数,且所代表的投票权不低于总投票权三分之二时,即构成任何理事会会议的法定人数。
2. A majority of the Governors shall constitute a quorum for any meeting of the Board of Governors, provided such majority represents not less than two-thirds of the total voting power of the members.

三、理事会应按照规定建立议事程序,允许董事会在毋需召集理事会会议的情况下取得理事对某一具体问题的投票表决,或在特殊情况下通过电子方式召开理事会会议。
3. The Board of Governors shall by regulation establish procedures whereby the Board of Directors may obtain a vote of the Governors on a specific question without a meeting and provide for electronic meetings of the Board of Governors in special circumstances.

四、理事会及董事会在授权范围内,可根据银行开展业务的必要性或适当性,设立附属机构、制定规章制度。
4. The Board of Governors, and the Board of Directors to the extent authorized, may establish such subsidiary entities, and adopt such rules and regulations, as may be necessary or appropriate to conduct the business of the Bank.

第二十五条 董事会:构成
Article 25 Board of Directors: Composition

一、董事会应由十二名成员组成,董事会成员不得兼任理事会成员,其中:
1. The Board of Directors shall be composed of twelve (12) members who shall not be members of the Board of Governors, and of whom:

(一)九名应由代表域内成员的理事选出;
(i) nine (9) shall be elected by the Governors representing regional members; and

(二)三名应由代表域外成员的理事选出。
(ii) three (3) shall be elected by the Governors representing non-regional members.

董事应是在经济与金融事务方面具有较强专业能力的人士,并应根据本协定附件二选举产生。董事所代表的成员包括选其做董事的理事所属成员以及将选票委派给其的理事所属成员。
Directors shall be persons of high competence in economic and financial matters and shall be elected in accordance with Schedule B. Directors shall represent members whose Governors have elected them as well as members whose Governors assign their votes to them.

二、理事会应不定期审议董事会的规模与构成,并可依照第二十八条规定以超级多数投票形式,适当调整董事会的规模或构成。
2. The Board of Governors shall, from time to time, review the size and composition of the Board of Directors, and may increase or decrease the size or revise the composition as appropriate, by a Super Majority vote as provided in Article 28.

三、每名董事应任命一名副董事,在董事缺席时代表董事行使全部权力。理事会应通过规则,允许一定数量以上成员选举产生的董事任命第二名副董事。
3. Each Director shall appoint an Alternate Director with full power to act for him when he is not present. The Board of Governors shall adopt rules enabling a Director elected by more than a specified number of members to appoint an additional Alternate Director.

四、董事和副董事应为成员国的国民。不得同时有两名或两名以上董事同属一个国籍,也不得同时有两名或两名以上副董事同属一个国籍。副董事可参加董事会会议,但只有代表董事行使权力时才可以投票。
4. Directors and Alternate Directors shall be nationals of member countries. No two or more Directors may be of the same nationality nor may any two or more Alternate Directors be of the same nationality. Alternate Directors may participate in meetings of the Board but may vote only when the Alternate Director is acting in place of the Director.

五、董事任期两年,可以连选连任。
5. Directors shall hold office for a term of two (2) years and may be re-elected.

(一)董事任职应持续至下任董事选定并就职。
(a) Directors shall continue in office until their successors shall have been chosen and assumed office.

(二)若在董事任期截止日前一百八十天以上时,董事职位出缺,须由选举该董事职位的相关理事根据附件二选出一名继任者,完成余下任期。此类选举须相关理事经半数以上所投投票权表决通过。若在董事任期截止日前一百八十天或以下时董事职位出缺,可由选举该董事职位的理事以上述同样方式选出一名继任者。
(b) If the office of a Director becomes vacant more than one hundred and eighty (180) days before the end of his term, a successor shall be chosen in accordance with Schedule B, for the remainder of the term, by the Governors who elected the former Director. A majority of the votes cast by such Governors shall be required for such election. The Governors who elected a Director may similarly choose a successor if the office of a Director becomes vacant one hundred and eighty (180) days or less before the end of his term.

(三)在董事职位出缺期间,其副董事应代表董事行使除任命副董事之外的所有权力。
(c) While the office of a Director remains vacant, an Alternate Director of the former Director shall exercise the powers of the latter, except that of appointing an Alternate Director.

六、除非理事会另有决定,董事与副董事任职期间,银行不付薪酬,但银行可向其支付参加会议产生的合理支出。
6. Directors and Alternate Directors shall serve without remuneration from the Bank, unless the Board of Governors shall decide otherwise, but the Bank may pay them reasonable expenses incurred in attending meetings.

第二十六条 董事会:权力
Article 26 Board of Directors: Powers

董事会负责指导银行的总体业务,为此,除行使本协定明确赋予的权力之外,还应行使理事会授予的一切权力,特别是:
The Board of Directors shall be responsible for the direction of the general operations of the Bank and, for this purpose, shall, in addition to the powers assigned to it expressly by this Agreement, exercise all the powers delegated to it by the Board of Governors, and in particular:

(一)理事会的准备工作;
(i) prepare the work of the Board of Governors;

(二)制定银行的政策;并以不低于成员总投票权四分之三的多数,根据银行政策对银行主要业务和财务政策的决策,及向行长下放权力事宜做出决定;
(ii) establish the policies of the Bank, and, by a majority representing not less than three-fourths of the total voting power of the members, take decisions on major operational and financial policies and on delegation of authority to the President under Bank policies;

(三)对第十一条第二款明确的银行业务做出决定;并以不低于成员总投票权四分之三的多数,就向行长下放相关权力做出决定;
(iii) take decisions concerning operations of the Bank under paragraph 2 of Article 11, and, by a majority representing not less than three-fourths of 16 the total voting power of the members, decide on the delegation of such authority to the President;

(四)常态化监督银行管理与业务运营活动,并根据透明、公开、独立和问责的原则,建立以此为目的的监督机制;
(iv) supervise the management and the operation of the Bank on a regular basis, and establish an oversight mechanism for that purpose, in line with principles of transparency, openness, independence and accountability;

(五)批准银行战略、年度计划和预算;
(v) approve the strategy, annual plan and budget of the Bank;

(六)视情成立专门委员会;并
(vi) appoint such committees as deemed advisable; and

(七)提交每个财年的经审计账目,由理事会批准。
(vii) submit the audited accounts for each financial year for approval of the Board of Governors.

第二十七条 董事会:程序
Article 27 Board of Directors: Procedure

一、董事会应根据银行业务需要,全年定期召开会议。董事会在非常驻基础上运作,除非理事会依照第二十八条规定经超级多数投票通过,另行做出决定。董事会主席或三名董事提出要求,即可召开董事会会议。
1. The Board of Directors shall meet as often as the business of the Bank may require, periodically throughout the year. The Board of Directors shall function on a non-resident basis except as otherwise decided by the Board of Governors by a Super Majority vote as provided in Article 28. Meetings may be called by the Chairman or whenever requested by three (3) Directors.

二、当出席会议的董事人数超过半数,且其代表的投票权不低于成员总投票权的三分之二时,即构成任何董事会会议的法定人数。
2. A majority of the Directors shall constitute a quorum for any meeting of the Board of Directors, provided such majority represents not less than two-thirds of the total voting power of the members.

三、理事会应订立规章,允许没有董事席位的成员,在董事会审议对该国有特别影响的事项时,可指派一名代表出席会议,但无投票权。
3. The Board of Governors shall adopt regulations under which, if there is no Director of its nationality, a member may send a representative to attend, without right to vote, any meeting of the Board of Directors when a matter particularly affecting that member is under consideration.

四、董事会应建立议事程序,允许董事会通过电子方式召开会议或者通过非会议方式对某一事项进行投票。
4. The Board of Directors shall establish procedures whereby the Board can hold an electronic meeting or vote on a matter without holding a meeting.

第二十八条 投票
Article 28 Voting

一、每个成员的投票权总数是基本投票权、股份投票权以及创始成员享有的创始成员投票权的总和。
1. The total voting power of each member shall consist of the sum of its basic votes, share votes and, in the case of a Founding Member, its Founding Member votes.

(一)每个成员的基本投票权是全体成员基本投票权、股份投票权和创始成员投票权总和的百分之十二在全体成员中平均分配的结果。
(i) The basic votes of each member shall be the number of votes that results from the equal distribution among all the members of twelve (12) per cent of the aggregate sum of the basic votes, share votes and Founding Member votes of all the members.

(二)每个成员的股份投票权与该成员持有的银行股份数相当。
(ii) The number of the share votes of each member shall be equal to the number of shares of the capital stock of the Bank held by that member.

(三)每个创始成员均享有六百票创始成员投票权。
(iii) Each Founding Member shall be allocated six hundred (600) Founding Member votes.

如成员不能依照第六条足额缴付其任何到期的实缴股份金额,在全部缴清之前,其所能行使的投票权将等比例减少,减少比例为到期未缴金额与该成员实缴股份总面值的百分比。
In the event a member fails to pay any part of the amount due in respect of its obligations in relation to paid-in shares under Article 6, the number of share votes to be exercised by the member shall, as long as such failure continues, be reduced proportionately, by the percentage which the amount due and unpaid represents of the total par value of paid-in shares subscribed to by that member.

二、理事会进行投票时,每名理事应有权行使其所代表成员的投票权。
2. In voting in the Board of Governors, each Governor shall be entitled to cast the votes of the member he represents.

(一)除本协定另有明确规定,理事会讨论的所有事项均应由所投投票权的简单多数决定。
(i) Except as otherwise expressly provided in this Agreement, all matters before the Board of Governors shall be decided by a majority of the votes cast.

(二)理事会超级多数投票通过指:理事人数占理事总人数三分之二以上、且所代表投票权不低于成员总投票权四分之三的多数通过。
(ii) A Super Majority vote of the Board of Governors shall require an affirmative vote of two-thirds of the total number of Governors, representing not less than three-fourths of the total voting power of the members.

(三)理事会特别多数投票通过指:理事人数占理事总人数半数以上、且所代表投票权不低于成员总投票权一半的多数通过。
(iii) A Special Majority vote of the Board of Governors shall require an affirmative vote of a majority of the total number of Governors, representing not less than a majority of the total voting power of the members.

三、在董事会投票时,每名董事均有权行使选举其担任董事的理事所拥有的投票权,以及任何根据附件二将投票权委派给其的理事拥有的投票权。
3. In voting in the Board of Directors, each Director shall be entitled to cast the number of votes to which the Governors who elected him are entitled and those to which any Governors who have assigned their votes to him, pursuant to Schedule B, are entitled.

(一)有权代表一个以上成员投票的董事可代表这些成员分开投票。
(i) A Director entitled to cast the votes of more than one member may cast the votes for those members separately.

(二)除本协定另有明确规定外,董事会讨论的所有问题,均应由所投投票权的简单多数决定。
(ii) Except as otherwise expressly provided in this Agreement, all matters before the Board of Directors shall be decided by a majority of the votes cast.

第二十九条 行长
Article 29 The President

一、理事会通过公开、透明、择优的程序,依照第二十八条规定,经超级多数投票通过选举银行行长。行长应是域内成员国的国民。任职期间,行长不得兼任理事、董事或副理事、副董事。
1. The Board of Governors, through an open, transparent and merit-based process, shall elect a president of the Bank by a Super Majority vote as provided in Article 28. He shall be a national of a regional member country. The President, while holding office, shall not be a Governor or a Director or an Alternate for either.

二、行长任期五年,可连选连任一次。理事会可依照第二十八条规定经超级多数投票通过,决定中止或解除行长职务。
2. The term of office of the President shall be five (5) years. He may be re-elected once. The President may be suspended or removed from office when the Board of Governors so decides by a Super Majority vote as provided in Article 28.

(一)若行长职位不论任何原因在任期结束前出缺,理事会应任命一名代理行长暂时履行行长职责,或依照本条第一款的规定,选举一名新行长。
(a) If the office of the President for any reason becomes vacant during his term, the Board of Governors shall appoint an Acting President 18 for a temporary period or elect a new President, in accordance with paragraph 1 of this Article.

三、行长担任董事会主席,无投票权,仅在正反票数相等时拥有决定票。行长可参加理事会会议,但无投票权。
3. The President shall be Chairman of the Board of Directors but shall have no vote, except a deciding vote in case of an equal division. He may participate in meetings of the Board of Governors but shall not vote.

四、行长是银行的法人代表,是银行的最高管理人员,应在董事会指导下开展银行日常业务。
4. The President shall be the legal representative of the Bank. He shall be chief of the staff of the Bank and shall conduct, under the direction of the Board of Directors, the current business of the Bank.

第三十条 银行高级职员与普通职员
Article 30 Officers and Staff of the Bank

一、董事会应按照公开、透明和择优的程序,根据行长推荐任命一名或多名副行长。副行长的任期、行使的权力及其在银行管理层中的职责可由董事会决定。在行长出缺或不能履行职责时,应由一名副行长行使行长的权力,履行行长的职责。
1. One or more Vice-Presidents shall be appointed by the Board of Directors on the recommendation of the President, on the basis of an open, transparent and merit-based process. A Vice-President shall hold office for such term, exercise such authority and perform such functions in the administration of the Bank, as may be determined by the Board of Directors. In the absence or incapacity of the President, a Vice-President shall exercise the authority and perform the functions of the President.

二、根据董事会批准的规章,行长负责银行所有高级职员与普通职员的组织、任命与解雇,上述第一款规定的副行长职位除外。
2. The President shall be responsible for the organization, appointment and dismissal of the officers and staff in accordance with regulations adopted by the Board of Directors, with the exception of Vice-Presidents to the extent provided in paragraph 1 above.

三、在任命高级职员和普通职员及推荐副行长时,行长应以确保效率与技术能力达到最高标准为重要前提,适当考虑在尽可能广泛的区域地理范围内招聘人员。
3. In appointing officers and staff and recommending Vice-Presidents, the President shall, subject to the paramount importance of securing the highest standards of efficiency and technical competence, pay due regard to the recruitment of personnel on as wide a regional geographical basis as possible.

第三十一条 银行的国际性
Article 31 The International Character of the Bank

一、银行不得接受可能对其宗旨或职能产生任何损害、限制、歪曲或改变的特别基金、贷款或资助。
1. The Bank shall not accept Special Funds, loans or assistance that may in any way prejudice, limit, deflect or otherwise alter its purpose or functions.

二、银行及其行长、高级职员和普通职员不得干预任何成员的政治事务,也不得在决策时受任何成员政治特性的影响。决策只应考虑经济因素。上述考虑应不偏不倚,以实现和落实银行的宗旨和职能。
2. The Bank, its President, officers and staff shall not interfere in the political affairs of any member, nor shall they be influenced in their decisions by the political character of the member concerned. Only economic considerations shall be relevant to their decisions. Such considerations shall be weighed impartially in order to achieve and carry out the purpose and functions of the Bank.

三、银行行长、高级职员和普通职员在任职期间,完全对银行负责,而不对任何其他当局负责。银行每个成员都应尊重此项职责的国际性,在上述人员履行职责时,不得试图对其施加影响。
3. The President, officers and staff of the Bank, in the discharge of their offices, owe their duty entirely to the Bank and to no other authority. Each member of the Bank shall respect the international character of this duty and shall refrain from all attempts to influence any of them in the discharge of their duties.

第六章 一般规定
CHAPTER VI GENERAL PROVISIONS

第三十二条 银行办公室
Article 32 Offices of the Bank

一、银行总部设在中华人民共和国北京市。
1. The principal office of the Bank shall be located in Beijing, People’s Republic of China.

二、银行可在其他地方建立机构或办公室。
2. The Bank may establish agencies or offices elsewhere.

第三十三条 沟通渠道;存托机构
Article 33 Channel of Communication; Depositories

一、每个成员都应指定一个合适的官方实体,以便银行通过该实体与成员就本协定下的任何问题进行沟通。
1. Each member shall designate an appropriate official entity with which the Bank may communicate in connection with any matter arising under this Agreement.

二、每个成员都应指定其中央银行或其他经成员与银行双方认可的类似机构作为存托机构,银行可将其持有的该成员货币资金及银行的其他资产存托于该机构。
2. Each member shall designate its central bank, or such other institution as may be agreed upon with the Bank, as a depository with which the Bank may keep its holdings of currency of that member as well as other assets of the Bank.

三、银行可依照董事会决定将其资产存托于上述存托机构。
3. The Bank may hold its assets with such depositories as the Board of Directors shall determine.

第三十四条 报告与信息
Article 34 Reports and Information

一、银行的工作语言为英语,银行在做出所有决定和依照本协定第五十四条规定进行解释时,应以本协定英语文本为准。
1. The working language of the Bank shall be English, and the Bank shall rely on the English text of this Agreement for all decisions and for interpretations under Article 54.

二、成员应向银行提供银行为履行职能而合理要求成员提供的信息。
2. Members shall furnish the Bank with such information it may reasonably request of them in order to facilitate the performance of its functions.

三、银行应向其成员发送包括经审计账目报表的年度报告,并应公布上述报告。银行还应每季度向其成员发送银行财务状况总表及损益表,说明其业务经营状况。
3. The Bank shall transmit to its members an annual report containing an audited statement of its accounts and shall publish such report. It shall also transmit quarterly to its members a summary statement of its financial position and a profit and loss statement showing the results of its operations.

四、银行应制定信息披露政策,以推动提高业务透明度。在银行认为对履行其宗旨与职能有益的情况下,可公布相关报告。
4. The Bank shall establish a policy on the disclosure of information in order to promote transparency in its operations. The Bank may publish such reports as it deems desirable in the carrying out of its purpose and functions.

第三十五条 与成员及国际组织的合作
Article 35 Cooperation with Members and International Organizations

一、银行应与所有成员保持紧密合作,并在本协定条款范围内以其认为合适的方式,与其他国际金融机构及参与本地区经济发展或银行业务领域的国际机构紧密合作。
1. The Bank shall work in close cooperation with all its members, and, in such manner as it may deem appropriate within the terms of this Agreement, with other international financial institutions, and international organizations concerned with the economic development of the region or the Bank’s operational areas.

二、为实现与本协定一致的宗旨,经董事会批准,银行可与此类组织缔结合作安排。
2. The Bank may enter into arrangements with such organizations for purposes consistent with this Agreement, with the approval of the Board of Directors.

第三十六条 指称
Article 36 References

一、本协定中凡提及“条款”或“附件”,除非另外说明,皆指称本协定的条款和附件。
1. References in this Agreement to Article or Schedule refer to Articles and Schedules of this Agreement, unless otherwise specified.

二、本协定中对具体性别的指称,同等适用于任何性别。
2. References in this Agreement to a specific gender shall be equally applicable to any gender.

第七章 成员退出和资格中止
CHAPTER VII WITHDRAWAL AND SUSPENSION OF MEMBERS

第三十七条 成员退出
Article 37 Withdrawal of Membership

一、任何成员均可随时以书面形式通知银行总部退出银行。
1. Any member may withdraw from the Bank at any time by delivering a notice in writing to the Bank at its principal office.

二、自通知指明的日期起,但该日期不得早于银行收到该通知之日起六(6)个月内,该成员退出即应生效,该成员之成员资格即应终止。但在退出最终生效前,该成员可随时以书面形式通知银行撤回其退出意向通知。
2. Withdrawal by a member shall become effective, and its membership shall cease, on the date specified in its notice but in no event less than six (6) months after the date that notice has been received by the Bank. However, at any time before the withdrawal becomes finally effective, the member may notify the Bank in writing of the cancellation of its notice of intention to withdraw.

三、正在履行退出程序的成员对其在递交退出通知之日对银行负有的所有直接与或有债务继续负有责任。如退出最终生效,则该成员对银行在收到退出通知之日以后开展业务所引发的债务不承担任何责任。
3. A withdrawing member shall remain liable for all direct and contingent obligations to the Bank to which it was subject at the date of delivery of the withdrawal notice. If the withdrawal becomes finally effective, the member shall not incur any liability for obligations resulting from operations of the Bank effected after the date on which the withdrawal notice was received by the Bank.

第三十八条 成员资格中止
Article 38 Suspension of Membership

一、成员如不履行其对银行的义务,理事会可依照第二十八条规定经超级多数投票通过,中止其成员资格。
1. If a member fails to fulfill any of its obligations to the Bank, the Board of Governors may suspend such member by a Super Majority vote as provided in Article 28.

二、中止满一年后,该成员的银行成员资格自动终止,除非理事会在此一年内依照第二十八条规定经超级多数投票通过,同意恢复该成员的成员资格。
2. The member so suspended shall automatically cease to be a member one (1) year from the date of its suspension, unless the Board of Governors decides by a Super Majority vote as provided in Article 28 to restore the member to good standing.

三、在成员资格中止期间,该成员除退出权外,无权行使本协定规定的任何权利,但将继续承担其全部义务。
3. While under suspension, a member shall not be entitled to exercise any rights under this Agreement, except the right of withdrawal, but shall remain subject to all its obligations.

第三十九条 账目清算
Article 39 Settlement of Accounts

一、在成员资格终止之日后,该成员继续对其对银行的直接债务承担责任,并对成员资格终止前与银行所签订的贷款、担保、股权投资或依照第十一条第二款第(六)项规定的其他融资方式(以下简称“其他融资”)合同中尚未偿清部分形成的或有债务承担责任。但对成员资格终止后银行开展的贷款、担保、股权投资或其他融资不再承担债务责任,也不再分享银行收入或分担其支出。
1. After the date on which a country ceases to be a member, it shall remain liable for its direct obligations to the Bank and for its contingent liabilities to the Bank so long as any part of the loans, guarantees, equity investments or other forms of financing under paragraph 2 (vi) of Article 11 (hereinafter, other financing) contracted before it ceased to be a member is outstanding, but it shall not incur liabilities with respect to loans, guarantees, equity investments or other 21 financing entered into thereafter by the Bank nor share either in the income or the expenses of the Bank.

二、在终止成员资格时,银行应依照本条第三款和第四款规定,对回购该国股份做出安排,作为与其清算账目的一部分。为此,股份回购价格应是该国终止成员资格当日银行账面所显示之价值。
2. At the time a country ceases to be a member, the Bank shall arrange for the repurchase of such country’s shares by the Bank as a part of the settlement of accounts with such country in accordance with the provisions of paragraphs 3 and 4 of this Article. For this purpose, the repurchase price of the shares shall be the value shown by the books of the Bank on the date the country ceases to be a member.

三、银行依照本条回购股份时,应按照以下条件进行:
3. The payment for shares repurchased by the Bank under this Article shall be governed by the following conditions:

(一)在该国、其中央银行或其机构、单位或行政部门作为借款人、担保人或其他合同方仍对银行的股权投资或其他融资负有责任时,银行应从应付给该国的股份回购资金中予以扣除,并在此类债务到期时有权用所扣款项做出抵偿。但不得对该国因本协定第六条第三款规定的待缴股份所形成的或有负债扣留款项。因回购股份而应付给成员的款项,在任何情况下都只能在该国终止成员资格六个月之后方予支付。
(i) Any amount due to the country concerned for its shares shall be withheld so long as that country, its central bank or any of its agencies, instrumentalities or political subdivisions remains liable, as borrower, guarantor or other contracting party with respect to equity investment or other financing, to the Bank and such amount may, at the option of the Bank, be applied on any such liability as it matures. No amount shall be withheld on account of the contingent liability of the country for future calls on its subscription for shares in accordance with paragraph 3 of Article 6. In any event, no amount due to a member for its shares shall be paid until six (6) months after the date on which the country ceases to be a member.

(二)按照本条第二款规定的股份回购价格回购股份时,当应付给成员国的金额超过本款第(一)项中所指的到期应偿还贷款、担保、股权投资和其他融资的负债总额时,超出部分可在收到该国的相应股票凭证后随时支付,直至该国收回其股份回购的全部款项。
(ii) Payments for shares may be made from time to time, upon surrender of the corresponding stock certificates by the country concerned, to the extent by which the amount due as the repurchase price in accordance with paragraph 2 of this Article exceeds the aggregate amount of liabilities, on loans, guarantees, equity investments and other financing referred to in sub-paragraph (i) of this paragraph, until the former member has received the full repurchase price.

(三)付款使用的货币,由银行综合考虑其财务状况后决定。
(iii) Payments shall be made in such available currencies as the Bank determines, taking into account its financial position.

(四)在成员资格终止之日,该国仍持有的对银行任何未偿清贷款、担保、股权投资或其他融资,如蒙受损失且损失金额超过资格终止当日银行计提的损失准备金金额,应银行要求,该国应交还确定回购金额时如考虑上述损失而应相应减少的回购金额部分。此外,该国应依照本协定第六条第三款继续对该国认缴股份中未缴付部分承担缴付责任,其应缴付款额,与银行决定股份回购价格时如出现资本亏损且要求所有成员缴付待缴股份情况下的款额相同。
(iv) If losses are sustained by the Bank on any loans, guarantees, equity investments or other financing which were outstanding on the date when a country ceased to be a member and the amount of such losses exceeds the amount of the reserve provided against losses on that date, the country concerned shall repay, upon demand, the amount by which the repurchase price of its shares would have been reduced if the losses had been taken into account when the repurchase price was determined. In addition, the former member shall remain liable on any call for unpaid subscriptions in accordance with paragraph 3 of Article 6, to the same extent that it would have been required to respond if the impairment of capital had occurred 22 and the call had been made at the time the repurchase price of its shares was determined.

四、如银行在任何国家终止成员资格后的六个月内,依照本协定第四十一条终止业务,该国的一切权利应依照本协定第四十一至四十三条中的规定予以确定。对上述规定而言,该国仍应被视作成员,但无投票权。
4. If the Bank terminates its operations pursuant to Article 41 within six (6) months of the date upon which any country ceases to be a member, all rights of the country concerned shall be determined in accordance with the provisions of Articles 41 to 43. Such country shall be considered as still a member for purposes of such Articles but shall have no voting rights.

第八章 银行业务中止与终止
CHAPTER VIII SUSPENSION AND TERMINATION OF OPERATIONS OF THE BANK

第四十条 业务暂时中止
Article 40 Temporary Suspension of Operations

在紧急情况下,董事会在等待理事会做出进一步考虑和采取进一步行动之前,可暂停发放新的贷款、担保、股权投资和依照第十一条第二款第(六)项开展的其他形式的融资业务。
In an emergency, the Board of Directors may temporarily suspend operations in respect of new loans, guarantees, equity investment and other forms of financing under sub-paragraph 2 (vi) of Article 11, pending an opportunity for further consideration and action by the Board of Governors.

第四十一条 业务终止
Article 41 Termination of Operations

一、依照第二十八条规定,经理事会超级多数投票通过决议,银行可终止银行业务。
1. The Bank may terminate its operations by a resolution of the Board of Governors approved by a Super Majority vote as provided in Article 28.

二、业务终止后,除有序变卖、保护和保存资产以及清偿债务相关的活动外,银行应立即停止一切活动。
2. After such termination, the Bank shall forthwith cease all activities, except those incident to the orderly realization, conservation and preservation of its assets and settlement of its obligations.

第四十二条 成员债务与债权支付
Article 42 Liability of Members and Payments of Claims

一、银行终止业务后,所有成员应继续承担对银行待缴股本的认缴责任以及因成员货币贬值导致的债务,直至债权人的所有债权,包括或有债权,都已全部清偿为止。
1. In the event of termination of the operation of the Bank, the liability of all members for uncalled subscriptions to the capital stock of the Bank and in respect of the depreciation of their currencies shall continue until all claims of creditors, including all contingent claims, shall have been discharged.

二、持有直接债权的所有债权人应首先从银行资产中得到偿付,然后从银行应收款项或未缴及待缴股本金中偿付。在对持有直接债权的债权人进行任何偿付之前,董事会应根据自身判断做出必要的安排,确保所有直接债权和或有债权持有人按比例得到偿付。
2. All creditors holding direct claims shall first be paid out of the assets of the Bank and then out of payments to the Bank or unpaid or callable subscriptions. Before making any payments to creditors holding direct claims, the Board of Directors shall make such arrangements as are necessary, in its judgment, to ensure a pro rata distribution among holders of direct and contingent claims.

第四十三条 资产分配
Article 43 Distribution of Assets

一、基于各成员认缴的银行股本分配资产,必须:
1. No distribution of assets shall be made to members on account of their subscriptions to the capital stock of the Bank until:

(一)在对债权人的所有负债清偿完毕或做出安排之后方可进行;并且
(i) all liabilities to creditors have been discharged or provided for; and

(二)理事会依照第二十八条规定,经超级多数投票通过,决定进行上述分配。
(ii) the Board of Governors has decided, by a Super Majority vote as provided in Article 28, to make such distribution.

二、银行向成员分配资产,应与各成员持有的股本成比例,并应在银行认为公正平等的时间和条件下生效。各种资产类型间的分配比例不必一致。任何成员在结清对银行的所有债务之前,无权获得资产分配。
2. Any distribution of the assets of the Bank to the members shall be in proportion to the capital stock held by each member and shall be effected at such times and under such conditions as the Bank shall deem fair and equitable. The shares of assets distributed need not be uniform as to type of asset. No member shall be entitled to receive its share in such a distribution of assets until it has settled all of its obligations to the Bank.

三、任何成员依照本条获得资产分配时,其对所分配资产享有的权利,应与分配前银行对这些资产享有的权利相同。
3. Any member receiving assets distributed pursuant to this Article shall enjoy the same rights with respect to such assets as the Bank enjoyed prior to their distribution.

第九章 法律地位、豁免权、特权及免税权
CHAPTER IX STATUS, IMMUNITIES, PRIVILEGES AND EXEMPTIONS

第四十四条 本章目的
Article 44 Purposes of Chapter

一、为使银行能有效地实现其宗旨,履行其所担负的职责,银行在各成员境内享有本章所规定的法律地位、豁免权、特权及免税权。
1. To enable the Bank to fulfill its purpose and carry out the functions entrusted to it, the status, immunities, privileges and exemptions set forth in this Chapter shall be accorded to the Bank in the territory of each member.

二、各成员应迅速采取必要的行动,使本章各项规定在其境内生效,并将已采取的行动通知银行。
2. Each member shall promptly take such action as is necessary to make effective in its own territory the provisions set forth in this Chapter and shall inform the Bank of the action which it has taken.

第四十五条 银行法律地位
Article 45 Status of the Bank

银行具有完整的法律人格,特别是具备以下完整的法律能力:
The Bank shall possess full juridical personality and, in particular, the full legal capacity:

(一)签订合同;
(i) to contract;

(二)取得与处置动产和不动产;
(ii) to acquire, and dispose of, immovable and movable property;

(三)提起和应对法律诉讼;
(iii) to institute and respond to legal proceedings; and

(四)为实现宗旨和开展活动采取的其他必要或有用的行动。
(iv) to take such other action as may be necessary or useful for its purpose and activities.

第四十六条 司法程序豁免
Article 46 Immunity from Judicial Proceedings

一、银行对一切形式的法律程序均享受豁免,但银行为筹资而通过借款或其他形式行使的筹资权、债务担保权、买卖或承销债券权而引起的案件,或者与银行行使这些权力有关的案件,银行不享有豁免。凡属这类案件,在银行设有办公室的国家境内,或在银行已任命代理人专门接受诉讼传票或通知的国家境内,或者在已发行或担保债券的国家境内,可向有充分管辖权的主管法院对银行提起诉讼。
1. The Bank shall enjoy immunity from every form of legal process, except in cases arising out of or in connection with the exercise of its powers to raise funds, through borrowings or other means, to guarantee obligations, or to buy and sell or underwrite the sale of securities, in which cases actions may be brought against the Bank only in a court of competent jurisdiction in the territory of a country in which the Bank has an office, or has appointed an agent for the purpose of accepting service or notice of process, or has issued or guaranteed securities.

二、尽管有本条第一款的各项规定,但任何成员、成员的任何代理机构或执行机构、任何直接或间接代表一个成员或成员的机构或单位的实体或个人、任何直接或间接从成员或成员的机构或单位获得债权的实体或个人,均不得对银行提起诉讼。成员应采用本协定、银行的细则及各种规章或与银行签订的合同中可能规定的特别程序,来解决银行与成员之间的争端。
2. Notwithstanding the provisions of paragraph 1 of this Article, no action shall be brought against the Bank by any member, or by any agency or instrumentality of a member, or by any entity or person directly or indirectly 24 acting for or deriving claims from a member or from any agency or instrumentality of a member. Members shall have recourse to such special procedures for the settlement of controversies between the Bank and its members as may be prescribed in this Agreement, in the by-laws and regulations of the Bank, or in the contracts entered into with the Bank.

三、银行的财产和资产,不论在何地和由何人所持有,在对银行做出最后裁决之前,均不得施以任何形式的没收、查封或强制执行。
3. Property and assets of the Bank shall, wheresoever located and by whomsoever held, be immune from all forms of seizure, attachment or execution before the delivery of final judgment against the Bank.

第四十七条 资产和档案的豁免
Article 47 Immunity of Assets and Archives

一、银行的财产和资产,不论在何地和由何人所持有,均应免于任何行政或司法的搜查、征用、充公、没收或任何其他形式的占用或禁止赎回。
1. Property and assets of the Bank, wheresoever located and by whomsoever held, shall be immune from search, requisition, confiscation, expropriation or any other form of taking or foreclosure by executive or legislative action.

二、银行的档案及属于银行或由银行持有的所有文件,不论存放于何地和由何人持有,均不得侵犯。
2. The archives of the Bank, and, in general, all documents belonging to it, or held by it, shall be inviolable, wheresoever located and by whomsoever held.

第四十八条 资产免受限制
Article 48 Freedom of Assets from Restrictions

在有效实施银行宗旨和职能所需范围内,并在遵照本协定规定的情况下,银行的一切财产和资产不受任何性质的限制、管理、管制和延缓偿付的约束。
To the extent necessary to carry out the purpose and functions of the Bank effectively, and subject to the provisions of this Agreement, all property and assets of the Bank shall be free from restrictions, regulations, controls and moratoria of any nature.

第四十九条 通讯特权
Article 49 Privilege for Communications

成员给予银行的官方通讯待遇,应与其给予其他成员的官方通讯待遇相同。
Official communications of the Bank shall be accorded by each member the same treatment that it accords to the official communications of any other member.

第五十条 银行高级职员和普通职员的豁免与特权
Article 50 Immunities and Privileges of Officers and Employees

银行的全体理事、董事、副理事、副董事、行长、副行长及高级职员和普通职员,包括为银行履行职能或提供服务的专家和咨询顾问,应享有以下豁免和特权:
All Governors, Directors, Alternates, the President, Vice-Presidents and other officers and employees of the Bank, including experts and consultants performing missions or services for the Bank:

(一)对于其以公务身份从事的行为应享有法律程序的豁免,除非银行主动放弃此项豁免,且其持有的官方文件、文档和记录不可侵犯;
(i) shall be immune from legal process with respect to acts performed by them in their official capacity, except when the Bank waives the immunity and shall enjoy inviolability of all their official papers, documents and records;

(二)若其不是所在国公民或国民,则其在入境限制、外国人登记要求和国民服役方面享有豁免权,并在外汇管制方面享有该成员给予其他成员同等级别的代表、官员和职员的同样的便利;
(ii) where they are not local citizens or nationals, shall be accorded the same immunities from immigration restrictions, alien registration requirements and national service obligations, and the same facilities as regards exchange regulations, as are accorded by members to the representatives, officials and employees of comparable rank of other members; and

(三)在差旅期间享受的便利应与该成员给予其他成员同等级别的代表、官员和职员的待遇相同。
(iii) shall be granted the same treatment in respect of travelling facilities as is accorded by members to representatives, officials and employees of comparable rank of other members.

第五十一条 税收免除
Article 51 Exemption from Taxation

一、银行及其根据本协定拥有的资产、财产、收益、业务和交易,应免除一切税收和关税,并应免除银行缴纳、代扣代缴或征收任何税收或关税的义务。
1. The Bank, its assets, property, income and its operations and transactions pursuant to this Agreement, shall be exempt from all taxation and from all customs duties. The Bank shall also be exempt from any obligation for the payment, withholding or collection of any tax or duty.

二、对银行给付董事、副董事、行长、副行长以及其他高级职员和普通职员,包括为银行履行职能或提供服务的专家和咨询顾问的薪资、报酬和费用不予征税。除非成员在递交批准书、接受书或核准书时,声明该成员及其行政部门对银行向该成员公民或国民支付的薪资和报酬保留征税的权利。
2. No tax of any kind shall be levied on or in respect of salaries, emoluments and expenses, as the case may be, paid by the Bank to Directors, Alternate Directors, the President, Vice-Presidents and other officers or employees of the Bank, including experts and consultants performing missions or services for the Bank, except where a member deposits with its instrument of ratification, acceptance, or approval a declaration that such member retains for itself and its political subdivisions the right to tax salaries, and emoluments , as the case may be, paid by the Bank to citizens or nationals of such member.

三、对于银行发行的任何债券或证券,包括与此有关的红利和利息,不论由何人持有,均不得因下列原因而征收任何种类的税收:
3. No tax of any kind shall be levied on any obligation or security issued by the Bank, including any dividend or interest thereon, by whomsoever held:

(一)仅因为此类债券或证券是由银行发行而加以歧视;或
(i) which discriminates against such obligation or security solely because it is issued by the Bank; or

(二)仅以该项债券或证券的发行、兑付或支付的地点或所使用的货币种类,或因银行设立办公室或开展业务的地点为行使税收管辖权的唯一依据而征税。
(ii) if the sole jurisdictional basis for such taxation is the place or currency in which it is issued, made payable or paid, or the location of any office or place of business maintained by the Bank.

四、对于银行担保的任何债券或证券,包括有关的红利和利息,不论由何人持有,均不得因下列原因而征收任何种类的税收:
4. No tax of any kind shall be levied on any obligation or security guaranteed by the Bank, including any dividend or interest thereon, by whomsoever held:

(一)仅因为此类债券或证券是由银行担保而加以歧视;或
(i) which discriminates against such obligation or security solely because it is guaranteed by the Bank; or

(二)仅以银行设立办公室或开展业务的地点为行使税收管辖权的唯一依据而征税。
(ii) if the sole jurisdictional basis for such taxation is the location of any office or place of business maintained by the Bank.

第五十二条 放弃豁免
Article 52 Waivers

一、银行可自行决定在任何情况或事例中,以其认为最有利于银行的方式和条件,放弃本章赋予其的任何特权、豁免和免税权。
1. The Bank at its discretion may waive any of the privileges, immunities and exemptions conferred under this Chapter in any case or instance, in such manner and upon such conditions as it may determine to be appropriate in the best interests of the Bank.

第十章 修改、解释和仲裁
CHAPTER X AMENDMENT, INTERPRETATION AND ARBITRATION

第五十三条 修改
Article 53 Amendments

一、本协定只有在理事会依照第二十八条规定经超级多数投票通过决议后方可进行修改。
1. This Agreement may be amended only by a resolution of the Board of Governors approved by a Super Majority vote as provided in Article 28.

二、虽有本条第一款的规定,但对以下各项的修改须经理事会全票通过后方可进行:
2. Notwithstanding the provisions of paragraph 1 of this Article, the unanimous agreement of the Board of Governors shall be required for the approval of any amendment modifying:

(一)退出银行的权利;
(i) the right to withdraw from the Bank;

(二)第七条第三款和第四款规定的对负债的各种限制;及
(ii) the limitations on liability provided in paragraphs 3 and 4 of Article 7; and

(三)第五条第四款规定的关于购买股本的各项权利。
(iii) the rights pertaining to purchase of capital stock provided in paragraph 4 of Article 5.

三、有关本协定的任何修改建议,不论是由成员还是董事会提出,均应送交理事会主席,再由其提交理事会。相关修订一经通过,银行应以正式函件形式通知所有成员。该修订也将于正式函件发出之日起三个月后对所有成员生效,但理事会在正式函件中另外有规定者不受此限。
3. Any proposal to amend this Agreement, whether emanating from a member or the Board of Directors, shall be communicated to the Chairman of the Board of Governors, who shall bring the proposal before the Board of Governors. When an amendment has been adopted, the Bank shall so certify in an official communication addressed to all members. Amendments shall enter into force for all members three (3) months after the date of the official communication unless the Board of Governors specifies therein a different period.

第五十四条 解释
Article 54 Interpretation

一、成员与银行之间或成员之间在解释或实施本协定规定发生疑问时,应提交董事会决定。如董事会审议的问题与某个成员有特殊关系而董事会无该成员国籍的董事时,该成员有权派代表直接参加董事会会议,但该代表没有投票权。该代表的权利应由董事会规定。
1. Any question of interpretation or application of the provisions of this Agreement arising between any member and the Bank, or between two or more members of the Bank, shall be submitted to the Board of Directors for decision. If there is no Director of its nationality on that Board, a member particularly affected by the question under consideration shall be entitled to direct representation in the Board of Directors during such consideration; the representative of such member shall, however, have no vote. Such right of representation shall be regulated by the Board of Governors.

二、董事会做出本条第一款下的决定后,任何成员仍可要求将问题提交理事会讨论,由理事会做出最终裁决。在理事会做出裁决之前,如果银行认为必要,可根据董事会的决定行事。
2. In any case where the Board of Directors has given a decision under paragraph 1 of this Article, any member may require that the question be referred to the Board of Governors, whose decision shall be final. Pending the decision of the Board of Governors, the Bank may, so far as it deems necessary, act on the basis of the decision of the Board of Directors.

第五十五条 仲裁
Article 55 Arbitration

在银行与已终止成员资格的国家之间,或者在银行通过终止银行业务的决议之后银行与成员之间发生争议,应提交由三名仲裁员组成的法庭进行仲裁。仲裁员中,一名由银行任命;一名由涉事国家任命;除双方另有协定外,第三名由国际法院院长或银行理事会通过的规章中规定的其他当局指定。仲裁员以简单多数做出决定,该仲裁决定为最终裁决,对双方均有约束力。双方在程序问题上有争议时,第三名仲裁员应有权处理全部程序问题。
If a disagreement should arise between the Bank and a country which has ceased to be a member, or between the Bank and any member after adoption of a resolution to terminate the operations of the Bank, such disagreement shall be submitted to arbitration by a tribunal of three arbitrators. One of the arbitrators shall be appointed by the Bank, another by the country concerned, and the third, unless the parties otherwise agree, by the President of the International Court of Justice or such other authority as may have been prescribed by regulations adopted by the Board of Governors. A majority vote of the arbitrators shall be sufficient to reach a decision which shall be final and binding upon the parties. The third arbitrator shall be empowered to settle all questions of procedure in any case where the parties are in disagreement with respect thereto.

第五十六条 默许同意
Article 56 Approval Deemed Given

除本协定第五十三条第二款所列情况之外,银行采取任何行动前,如需征得任何成员同意,应将拟议中的行动通知该成员。如该成员未在银行通知中规定的合理时间内提出反对意见,即应视为业已获得该成员的同意。
Whenever the approval of any member is required before any act may be done by the Bank except under paragraph 2 of Article 53, approval shall be deemed to have been given unless the member presents an objection within such reasonable period as the Bank may fix in notifying the member of the proposed act.

第十一章 最后条款
CHAPTER XI FINAL PROVISIONS

第五十七条 签署和保存
Article 57 Signature and Deposit

一、本协定由中华人民共和国政府(以下简称“保存人”)保存,本协定附件一所列各国政府应在二〇一五年十二月三十一日前完成签署。
1. This Agreement, deposited with the Government of the People’s Republic of China (hereinafter called the “Depository”), shall remain open until December 31, 2015 for signature by the Governments of countries whose names are set forth in Schedule A.

二、保存人应将本协定经过核定无误的副本寄给所有签署方及其他已成为银行成员的国家。
2. The Depository shall send certified copies of this Agreement to all the Signatories and other countries which become members of the Bank.

第五十八条 批准、接受或核准
Article 58 Ratification, Acceptance or Approval

一、本协定须经签署方批准、接受或核准。批准书、接受书或核准书应于二〇一六年十二月三十一日之前向保存人交存,或如有必要,在理事会依照本协定第二十八条规定经特别多数投票通过的稍晚日期之前向保存人交存。保存人应及时将每次交存及交存日期通知其他签署方。
1. This Agreement shall be subject to ratification, acceptance or approval by the Signatories. Instruments of ratification, acceptance or approval shall be deposited with the Depository not later than December 31, 2016, or if necessary, until such later date as may be decided by the Board of Governors by a Special Majority vote as provided in Article 28. The Depository shall duly notify the other Signatories of each deposit and the date thereof.

二、在本协定生效日之前交存批准书、接受书或核准书的签署方,在协定生效之日成为银行成员。任何其他履行本条第一款规定的签署方,在交存批准书、接受书或核准书之日起成为银行成员。
2. A Signatory whose instrument of ratification, acceptance or approval is deposited before the date on which this Agreement enters into force, shall become a member of the Bank, on that date. Any other Signatory which complies with the provisions of the preceding paragraph, shall become a member of the Bank on the date on which its instrument of ratification, acceptance or approval is deposited.

第五十九条 生效
Article 59 Entry into Force

至少有十个签署方已交存批准书、接受书或核准书,且签署方在本协定附件一列出初始认缴股本的加总数额不少于认缴股本总额的百分之五十,本协定即告生效。
This Agreement shall enter into force when instruments of ratification, acceptance or approval have been deposited by at least ten (10) Signatories whose initial subscriptions, as set forth in Schedule A to this Agreement, in the aggregate comprise not less than fifty (50) per cent of total of such subscriptions.

第六十条 首次会议和开业
Article 60 Inaugural Meeting and Commencement of Operations

一、本协定一经生效,每个成员均应任命一名理事,保存人应即召集首次理事会会议。
1. As soon as this Agreement enters into force, each member shall appoint a Governor, and the Depository shall call the inaugural meeting of the Board of Governors.

二、在首次会议上,理事会应:
2. At its inaugural meeting, the Board of Governors:

(一)选举行长;
(i) shall elect the President;

(二)依照本协定第二十五条第一款规定选举银行董事,考虑到成员数量和尚未成为成员的签署方数量,理事会可决定,在最初不超过两年的时间内,选举较少数量的董事。
(ii) shall elect the Directors of the Bank in accordance with paragraph 1 of Article 25, provided that the Board of Governors may decide to elect fewer Directors for an initial period shorter than two years in consideration of the number of members and Signatories which have not yet become members;

(三)对银行开业日期做出安排;及
(iii) shall make arrangements for the determination of the date on which the Bank shall commence its operations; and

(四)为准备银行开业做出其他必要安排。
(iv) shall make such other arrangements as necessary to prepare for the commencement of the Bank’s operations.

三、银行应将其开业日期通知各成员。
3. The Bank shall notify its members of the date of the commencement of its operations.

本协定于二〇一五年六月二十九日在中华人民共和国北京签署,仅一份正本,交存保存人;文本分别以英文、中文和法文写成,同等作准。
DONE at Beijing, People’s Republic of China on June 29, 2015, in a single original deposited in the archives of the Depository, whose English, Chinese and French texts are equally authentic.

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