AGREEMENT ESTABLISHING THE ASIAN DEVELOPMENT BANK
THE CONTRACTING PARTIES
CONSIDERING the importance of closer economic co-operation as a means for achieving the most efficient utilization of resources and for accelerating the economic development of Asia and the Far East;
REALIZING the significance of making additional development financing available for the region by mobilizing such funds and other resources both from within and outside the region, and by seeking to create and foster conditions conducive to increased domestic savings and greater flow of development funds into the region;
RECOGNIZING the desirability of promoting the harmonious growth of the economies of the region and the expansion of external trade of member countries;
CONVINCED that the establishment of a financial institution that is Asian in its basic character would serve these ends;
HAVE AGREED to establish hereby the Asian Development Bank (hereinafter called the "Bank") which shall operate in accordance with the following:
| | 建立亞洲開發銀行協定
簽署本協定各方，
考慮到密切的經濟合作對于最有效地利用資源和加速亞洲與遠東經濟發展的重要意義；
認識到動員本地區內和本地區以外的資金和其他資源，創造和促成有助于增加國內儲蓄和使更多的開發資金流入本地區的條件，以便使本地區可以得到更多的開發資金的重要意義；
承認要求促進本地區經濟的協調發展和擴大成員的對外貿易的合理願望；
相信建立一個以亞洲為基本特色的金融機構有助于達到上述目的；
同意建立亞洲開發銀行（以下稱為：“亞行”）。亞行按照以下協定條款經營業務：章程
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Chapter I PURPOSE, FUNCTIONS AND MEMBERSHIP
| | 第一章宗旨、任務和成員資格
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Article 1 PURPOSE
The purpose of the Bank shall be to foster economic growth and co-operation in the region of Asia and the Far East (hereinafter referred to as the "region") and to contribute to the acceleration of the process of economic development of the developing member countries in the region, collectively and individually. Wherever used in this Agreement, the terms "region of Asia and the Far East" and "region" shall comprise the territories of Asia and the Far East included in the Terms of Reference of the United Nations Economic Commission for Asia and the Far East.
| | 第一條宗旨
亞行的宗旨是促進亞洲和遠東地區(以下稱為“本地區”)的經濟增長和合作,並協助本地區的發展中成員國集體和單獨地加速經濟發展的進程。本協定中凡提到“亞洲和遠東地區”和“本地區”時,都包括《聯合國亞洲及遠東經濟委員會職權範圍》內所包含的亞洲和遠東的各種領土。
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Article 2 FUNCTIONS
To fulfill its purpose, the Bank shall have the following functions:
| | 第二條任務
為實現其宗旨,亞行應有如下任務:
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(i) to promote investment in the region of public and private capital for development purposes;
| | 一、促進為開發目的而在本地區進行的公私資本的投資;
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(ii) to utilize the resources at its disposal for financing development of the developing member countries in the region, giving priority to those regional, sub-regional as well as national projects and programmes which will contribute most effectively to the harmonious economic growth of the region as a whole, and having special regard to the needs of the smaller or less developed member countries in the region;
| | 二、利用亞行擁有的資金來源,為本地區的發展中成員的發展提供資金,優先照顧那些最有利于整個地區經濟協調發展的本地區的、分區的以及國別的工程項目和計劃,並應特別考慮本地區較小的或較不發達的成員的需要;
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(iii) to meet requests from members in the region to assist them in the coordination of their development policies and plans with a view to achieving better utilization of their resources, making their economies more complementary, and promoting the orderly expansion of their foreign trade, in particular, intra-regional trade;
| | 三、滿足本地區成員的要求,幫助它們進行發展政策和計劃的協調,以便它們更好地利用自己的資源,更好地在經濟上互為補充,並促進它們的對外貿易,特別是本地區內部貿易的逐步發展;
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(iv) to provide technical assistance for the preparation, financing and execution of development projects and programmes, including the formulation of specific project proposals;
| | 四、為擬訂、資助和執行發展項目和計劃提供技術援助,包括編制具體項目的建議書;
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(v) to co-operate, in such manner as the Bank may deem appropriate, within the terms of this Agreement, with the United Nations, its organs and subsidiary bodies including, in particular, the Economic Commission for Asia and the Far East, and with public international organizations and other international institutions, as well as national entities whether public or private, which are concerned with the investment of development funds in the region, and to interest such institutions and entities in new opportunities for investment and assistance; and
| | 五、在本協定規定的範圍內,以亞行認為適當的方式,同聯合國及其機構和附屬機構(特別是亞洲及遠東經濟委員會)以及參與本地區開發基金投資的國際公共組織、其他國際機構和各國公私實體進行合作。並向上述機構和組織展示投資和援助的機會,吸引他們的興趣;
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(vi) to undertake such other activities and provide such other services as may advance its purpose.
| | 六、開展能實現亞行宗旨的其他活動和其他服務。
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Article 3 MEMBERSHIP
| | 第三條成員資格
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1. Membership in the Bank shall be open to: (i) members and associate members of the United Nations Economic Commission for Asia and the Far East; and (ii) other regional countries and non- regional developed countries which are members of the United Nations or of any of its specialized agencies.
| | 一、下列國家可以取得亞行的資格: （一）聯合國亞洲及遠東經濟委員會的會員和聯系會員;（二）聯合國或聯合國專門機構成員中的本地區的其他國家和非本地區的發達國家。
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2. Countries eligible for membership under paragraph 1 of this Article which do not become members in accordance with Article 64 of this Agreement may be admitted, under such terms and conditions as the Bank may determine, to membership in the Bank upon the 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.
| | 二、符合本條第一款規定、但尚未按照本協定第六十四條加入亞行的國家，可以根據亞行規定的條件，至少3/4的投票權的全體理事中的2/3在代表投贊成票時，被接納為成員。
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3. In the case of associate members of the United Nations Economic Commission for Asia and the Far East which are not responsible for the conduct of their international relations, application for membership in the Bank shall be presented by the member of the Bank responsible for the international relations of the applicant and accompanied by an undertaking by such member that, until the applicant itself assumes such responsibility, the member shall be responsible for all obligations that may be incurred by the applicant by reason of admission to membership in the Bank and enjoyment of the benefits of such membership. "Country" as used in this Agreement shall include a territory which is an associate member of the United Nations Economic Commission for Asia and the Far East.
| | 三、不負責處理自己的國際關系的聯合國亞洲及遠東經濟委員會的聯系會員，其加入亞行的申請，應由負責其國際關系的亞行成員提出，並由該成員擔保，在申請國自己承擔責任之前，由它保證對申請國因加入亞行而可能發生的一切義務和利益負責。本協定所使用的“國家”一詞，應包括聯合國亞洲及遠東經濟委員會的聯系會員的領地在內。
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Chapter II CAPITAL
| | 第二章資本
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Article 4 AUTHORIZED CAPITAL
| | 第四條核定股本
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1. The authorized capital stock of the Bank shall be one billion dollars ($l,000,000,000) in terms of United States dollars of the weight and fineness in effect on 31 January 1966. The dollar wherever referred to in this Agreement shall be understood as being a United States dollar of the above value. The authorized capital stock shall be divided into one hundred thousand (100,000) shares having a par value of ten thousand dollars ($10,000) each, which shall be available for subscription only by members in accordance with the provisions of Article 5 of this Agreement.
| | 一、亞行的核定股本為10億美元,以1966年1月31日的美元的含金量和成色計值。本協定凡提到美元時,均指按上述計值的美元。核定股本分為10萬股,每股的票面價值為1萬元,只供成員按照本協定第五條的規定認繳。
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2. The original authorized capital stock shall be divided into paid-in shares and callable shares. Shares having an aggregate par value of five hundred million dollars ($500,000,000) shall be paid- in shares, and shares having an aggregate par value of five hundred million dollars ($500,000,000) shall be callable shares.
| | 二、首期核定股本分為實繳股本和待繳股本。實繳股本的票面總價值為5億美元,待繳股本的票面總價值為5億美元。
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3. The authorized capital stock of the Bank may be increased by the Board of Governors, at such time and under such terms and conditions as it may deem advisable, by a 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、理事會認為時機合適時,可按照它規定的條件,增加亞行的核定股本,但須經代表至少3/4投票權的全體理事會中的2/3投贊成票通過。
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Article 5 SUBSCRIPTION OF SHARES
| | 第五條股本的認繳
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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 equal parts. The initial number of shares to be subscribed by countries which become members in accordance with Article 64 of this Agreement shall be that set forth in Annex A hereof. The initial number of shares to be subscribed by countries which are admitted to membership in accordance with paragraph 2 of Article 3 of this Agreement 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 sixty (60) per cent of the total subscribed capital stock.
| | 一、每個成員均須認繳亞行的股本。認繳首期的核定股本時,實繳股本與待繳股本各占一半。根據第六十四條規定獲得成員資格的國家,首次認繳的股本數按本協定附錄甲的規定執行。根據本協定第三條第二款加入的成員,其首期認繳的股本額由理事會確定,倘若這種認繳能使本地區成員占有股本總額的比例低于60%時,則不予批准。
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2. The Board of Governors shall at intervals of not less 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; provided, however, that the foregoing provision shall not apply in respect of any increase or portion of an increase in the authorized capital stock intended solely to give effect to determinations of the Board of Governors under paragraphs 1 and 3 of this Article. No member shall be obligated to subscribe to any part of an increase of capital stock.
| | 二、理事會每隔5年以上審查一次本行的股本總額。如需增加核定股本時,每個成員都可以按理事會確定的條件,有機會公平合理地認繳,其認繳部分占增加股本的比例,與增資前其份額占股本總額的比例相同。但是,如果此項增資或部分增資影響了理事會按本條第一款和第三款所作的決定,則上述規定不適用,任何成員均無必須認繳增加股本的義務。
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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; 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 sixty (60) per cent of the total subscribed capital stock. The Board of Governors shall pay special regard to the request of any regional member having less than six (6) per cent of the subscribed capital stock to increase its proportionate share thereof.
| | 三、理事會可以應成員的要求按它認為適當的條件增加該成員的認繳額。但是,如果這種增加會使本地區成員的股本占股本認繳總額的比例減少到60%以下,則不得批准。認繳額不到認繳股本總額的6%的本地區任何成員要求增加其認繳額時,理事會應給予特別考慮。
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4. 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 vote of a majority of the total number of Governors, representing a majority of the total voting power of the members, decides in special circumstances to issue them on other terms.
| | 四、成員首期認繳的股本應按面值發行。對其它股本,也應按面值發行,除非理事會以代表投票權過半數的全體理事的過半數作出決定,在特殊情況下另定發行條件。
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5. Shares of stock shall not be pledged or encumbered in any manner whatsoever, and they shall not be transferable except to the Bank in accordance with Chapter VII of this Agreement.
| | 五、股本不得以任何方式用作抵押品或抵債,除按本協定第七章的規定轉讓給亞行以外,不得作其它轉讓。
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6. The liability of the members on shares shall be limited to the unpaid portion of their issue price.
| | 六、成員對股本的債務,僅限于以股本發行價格計算的未繳部分。
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7. No member shall be liable, by reason of its membership, for obligations of the Bank.
| | 七、任何成員均不因亞行成員資格而對亞行的債務負責。
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Article 6 PAYMENT OF SUBSCRIPTIONS
| | 第六條對認繳股本的支付
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1. Payment of the amount initially subscribed by each Signatory to this Agreement which becomes a member in accordance with Article 64 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. 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 or acceptance in accordance with paragraph 1 of Article 64, 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 each become due successively one (1) year from the date on which the preceding installment becomes due.
| | 一、根據第六十四條獲得成員資格的本協定簽署國,其首期認繳的實繳股本分5次繳清,每次繳20%。第一筆或在本協定生效後30天內支付,或在根據第六十四條第一款遞交批准書或接受之日或之前支付,視何者在後而定。第二筆在本協定生效期滿1年時支付。其余三筆每滿1年支付1次。
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2. Of each installment for the payment of initial subscriptions to the original paid-in capital stock:
| | 二、首期認購的最初實繳股本,每筆均應:
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(a) Fifty (50) per cent shall be paid in gold or convertible currency; and
| | (一)50%以黃金或可兌換貨幣支付。
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(b) Fifty (50) per cent in the currency of the member.
| | (二)50%以本國貨幣支付。
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3. The Bank shall accept from any member 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 pursuant to paragraph 2 (b) of this Article, provided such 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. Subject to the provisions of paragraph 2(ii) of Article 24, demands upon such notes or obligations payable in convertible currencies shall, over reasonable periods of time, be uniform in percentage on all such notes or obligations.
| | 三、亞行可接受任何成員國政府或成員所指定的保管銀行所發行的期票或其他證券,用以代替該成員按本條第二款(二)項規定應以本國貨幣支付的數額。條件是亞行在經營中不需要使用該成員的貨幣。上述期票或證券應為不可轉讓、無息、按面值見票即付的票證。在遵照第二十四條第二款(二)項規定的情況下,要求以可兌換貨幣支付上述期票或證券,應在合理的期間內,對所有這類期票或證券采取同一比率。
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4. Each payment of a member in its own currency under paragraph 2(b) of this Article shall be in such amount as the Bank, after such consultation with the International Monetary Fund as the Bank may consider necessary and utilizing the par value established with the International Monetary Fund, if any, 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.
| | 四、成員按本條第二款(二)項的規定用本國貨幣支付的每筆款項,其金額由亞行在認為需要時同國際貨幣基金組織進行磋商以後,按國際貨幣基金組織確定的平價計算,此項繳納股本的金額應同按美元計算的金額完全等值。支付的金額先由成員自行確定應支付的金額,但要由亞行在付款到期日90天內作出必要的調整,以使所支付的金額和按美元計算的金額完全等值。
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5. 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 obligations incurred under sub-paragraphs (ii) and (iv) of Article 11 on borrowings of funds for inclusion in its ordinary capital resources or on guarantees chargeable to such resources.
| | 五、亞行的待繳股本,只是在亞行需要償付其按第十一條(二)項和(四)項對外借款以增加其普通資本或為此類資本做擔保而產生債務時,方予催繳。
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6. In the event of the call referred to in paragraph 5 of this Article, payment may be made at the option of the member in gold, convertible currency 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.
| | 六、本條第五款所指的待繳股本,成員可以選擇用黃金、可兌換貨幣、或亞行償債所需的貨幣支付。待繳股本的催繳額在全部待繳股本中的比例應該一致。
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7. The Bank shall determine the place for any payment under this Article, provided that, until the inaugural meeting of its Board of Governors, the payment of the first installment referred to in paragraph 1 of this Article shall be made to the Secretary-General of the United Nations, as Trustee for the Bank.
| | 七、本條項下的各種支付的地點由亞行決定。但在理事舉行首次會議之前,本條第一款所指的首次付款應支付給亞行托管人聯合國秘書長。
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Article 7 ORDINARY CAPITAL RESOURCES
As used in this Agreement, the term "ordinary capital resources" of the Bank shall include the following:
| | 第七條普通資本
本協定中“普通資本”一詞包括以下內容:
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(i) authorized capital stock of the Bank, including both paid-in and callable shares, subscribed pursuant to Article 5 of this Agreement, except such part thereof as may be set aside into one or more Special Funds in accordance with paragraph 1 (i) of Article 19 of this Agreement;
| | （一）根據本協定第五條規定認繳的亞行核定股本包括實繳股本與待繳股本，但是根據本協定第十九條第一款（二）項留用的一筆或數筆特別基金不在此內。
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(ii) funds raised by borrowings of the Bank by virtue of powers conferred by sub-paragraph (i) of Article 21 of this Agreement, to which the commitment to calls provided for in paragraph 5 of Article 6 of this Agreement is applicable;
| | （二）亞行根據第二十一條（一）項的授權通過借款籌集的資金。對此種資金，適用本協定第六條第五款關于待繳資本的規定。
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(iii) funds received in repayment of loans or guarantees made with the resources indicated in (i) and (iii) of this Article;
| | （三）用本條（一）、（二）兩項資金發放的貸款或做擔保而收回的償還資金。
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(iv) income derived from loans made from the aforementioned funds or from guarantees to which the commitment to calls set forth in paragraph 5 of Article 6 of this Agreement is applicable; and
| | （四）用上述資金發放貸款或做擔保所獲收入。此項貸款或擔保適用本協定第六條第五款關于待繳股本的規定。
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(v) any other funds or income received by the Bank which do not form part of its Special Funds resources referred to in Article 20 of this Agreement.
| | （五）亞行所收到的不屬于本協定第二十條規定的特別基金的其他任何資金或收入。
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Chapter III OPERATIONS
| | 第三章業務經營
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Article 8 USE OF RESOURCES
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 of this Agreement.
| | 第八條資金的使用
亞行的資金和設施應完全只用于履行本協定第一條和第二條所規定的宗旨和任務。
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Article 9 ORDINARY AND SPECIAL OPERATIONS
| | 第九條普通業務與特別業務
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1. The operations of the Bank shall consist of ordinary operations and special operations.
| | 一、亞行的業務分為普通業務與特別業務兩種。
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2. Ordinary operations shall be those financed from the ordinary capital resources of the Bank.
| | 二、普通業務即指亞行普通資本進行的業務活動。
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3. Special operations shall be those financed from the Special Funds resources referred to in Article 20 of this Agreement.
| | 三、特別業務即指以本協定第二十條所述的各種特別基金進行的業務活動。
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Article 10 SEPARATION OF OPERATIONS
| | 第十條業務活動的分列
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1. The ordinary capital 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 o£ entirely separate from each other. The financial statements of the Bank shall show the ordinary operations and special operations separately.
| | 一、亞行普通資本和特別基金在保存、使用、貸出、投資或作其它處置時,應在任何時候和一切方面均截然分開。亞行的財務報表亦應將普通業務和特別業務分別列出。
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2. The ordinary capital 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.
| | 二、使用特別基金進行的特別業務或其他活動的支出及因此而發生的虧損或負債,在任何情況下都不得以亞行普通資本來支付或清償。
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3. Expenses appertaining directly to ordinary operations shall be charged to the ordinary capital 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.
| | 三、直接與普通業務活動有關的費用,應由普通資本支付。直接與特別業務活動有關的費用應由特別基金支付。其它費用如何支付由亞行確定。
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Article 11 RECIPIENTS AND METHODS OF OPERATION
Subject to the conditions stipulated in this Agreement, 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. The Bank may carry out its operations in any of the following ways:
| | 第十一條業務經營的對象和方法
根據本協定規定的條件,亞行可以向任何成員或其機構、所屬單位或行政部門,或在成員的領土上營業的任何實體或企業,以及參與本地區經濟發展的國際或區域性機構或企業,提供資金融通。亞行可以下列方式經營業務:
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(i) by making or participating in direct loans with its unimpaired paid-in capital and, except as provided in Article 17 of this Agreement, with its reserves and undistributed surplus; or with the unimpaired Special Funds resources;
| | (一)使用未動用的實繳股本、儲備、未分配的利潤、未動用的特別基金,進行直接貸款或參加貸款。本協定第十七條規定的儲備除外。
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(ii) by making or participating in direct loans with funds raised by the Bank in capital markets or borrowed or otherwise acquired by the Bank for inclusion in its ordinary capital resources;
| | (二)使用亞行在資本市場上籌集到的資金、借款、或通過其它方式獲得的增加到普通資本的資金,進行直接貸款或參加貸款。
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(iii) by investment of funds referred to in (i) and (ii) of this Article in the equity capital of an institution or enterprise, provided no such investment shall be made until after the Board of Governors, by a vote of a majority of the total number of Governors, representing a majority of the total voting power of the members, shall have determined that the Bank is in a position to commence such type of operations; or
| | (三)使用本條(一)(二)兩項所指的資金對公司或公業進行股票投資,但須經理事會全體理事中代表過半數投票權的過半數理事投票決定亞行可以開展這種業務之後才可進行這種投資。
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(iv) by guaranteeing, whether as primary or secondary obligor, in whole or in part, loans for economic development participated in by the Bank.
| | (四)全部或部分地擔保亞行參與的發展經濟的貸款,不論亞行是直接或間接的債務人。
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Article 12 LIMITATIONS ON ORDINARY OPERATIONS
| | 第十二條普通業務經營的範圍
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1. The total amount outstanding of loans, equity investments and guarantees made by the Bank in its ordinary operations shall not at any time exceed the total amount of its unimpaired subscribed capital, reserves and surplus included in its ordinary capital resources, exclusive of the special reserve provided for by Article 17 of this Agreement and other reserves not available for ordinary operations.
| | 一、亞行普通業務經營中尚未付清的貸款、股票投資和擔保金的總金額,在任何時候都不得超過包括在普通資本中的未動用的認繳股本、儲備金和利潤的總金額。但本協定第十七條規定的特別儲備金和其它不供普通業務經營用的儲備金均不計入此項總金額內。
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2. In the case of loans made with funds borrowed by the Bank to which the commitment to calls provided for by paragraph 5 of Article 6 of this Agreement is applicable, the total amount of principal outstanding and payable to the Bank in a specific currency shall not at any time exceed the total amount of the principal of outstanding borrowings by the Bank that are payable in the same currency.
| | 二、使用符合本協定第六條第五款規定的催繳條款的借款來發放貸款時,尚未向亞行繳付的某一種貨幣的本金總金額,在任何時候都不得超過應使用同一種貨幣來償還的但尚未償清的借款本金總金額。
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3. In the case of funds invested in equity capital out of the ordinary capital resources of the Bank, the total amount invested shall not exceed ten (10) per cent of the aggregate amount of the unimpaired paid-in capital stock of the Bank actually paid up at any given time together with the reserves and surplus included in its ordinary capital resources, exclusive of .the special reserve provided for in Article 17 of this Agreement.
| | 三、使用亞行普通資本進行股票投資時,其總額不得超過當時亞行未動用的實收股本加上普通資本中的儲備金和利潤的總金額的10%。本協定第十七條規定的特別儲備金不計算在儲備金之內。
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4. The amount of any equity investment shall not exceed such percentage of the equity capital of the entity or enterprise concerned as the Board of Directors shall in each specific case determine to be appropriate. The Bank shall not seek to obtain by such an investment a controlling interest in the entity or enterprise concerned, except where necessary to safeguard the investment of the Bank.
| | 四、對公司或企業的股票投資額,不得超過該公司或該企業股票總額的一定比例,具體比例由董事會確定。亞行除了在需要保護它的投資的情況之外,不應通過股票投資尋求獲得對該公司或企業的控制權。
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Article 13 PROVISION OF CURRENCIES FOR DIRECT LOANS
In making direct loans or participating in them, the Bank may provide financing in any of the following ways:
| | 第十三條提供直接貸款所需的貨幣
在提供或參加直接貸款時,亞行可通過以下任何一種方式提供資金:
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(i) by furnishing the borrower with currencies other than the currency of the member in whose territory the project concerned is to be carried out (the latter currency hereinafter to be called "local currency"), which are necessary to meet the foreign exchange costs of such project; or
| | (一)向借款人提供項目所在地的成員國的貨幣(簡稱“當地貨幣”)以外的其他貨幣,用于項目所需的外彙費用。
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(ii) by providing financing to meet local expenditures on the project concerned, where it can do so by supplying local currency without selling any of its holdings in gold or convertible currencies. In special cases when, in the opinion of the Bank, the project causes or is likely to cause undue loss or strain on the balance of payments of the member in whose territory the project is to be carried out, the financing granted by the Bank to meet local expenditures may be provided in currencies other than that of such member; in such cases, the amount of the financing granted by the Bank for this purpose shall not exceed a reasonable portion of the total local expenditure incurred by the borrower.
| | (二)在可用當地貨幣而不必動用亞行的黃金或自由貨幣儲備的情況下,為有關項目提供融資作當地費用。在特殊情況下,當亞行認為項目對項目所在的成員的國際收支會造成或可能造成不必要的損失或緊張時,可以用該成員貨幣以外的貨幣提供資金融通,用作當地開支,但為此目的而提供的此類貸款不得超過借款人全部當地費用的適當比例。
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Article 14 OPERATING PRINCIPLES
The operations of the Bank shall be conducted in accordance with the following principles:
| | 第十四條業務經營原則
亞行應依據下列原則經營業務:
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(i) The operations of the Bank shall provide principally for the financing of specific projects, including those forming part of a national, sub-regional or regional development programme. They may, however, include loans to, or guarantees of loans made to, national development banks or other suitable entities, in order that the latter may finance specific development projects whose individual financing requirements are not, in the opinion of the Bank, large enough to warrant the direct supervision of the Bank;
| | (一)亞行的業務經營主要是為具體的項目提供資金融通,包括國別、次區域或區域的發展規劃內的項目。亞行的業務經營還包括向國家開發銀行或其它適當機構提供貸款或貸款擔保,以便它們可以為具體的發展項目提供資金融通,這些項目在亞行看來,其資金需求較小,不便于亞行直接監督。
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(ii) In selecting suitable projects, the Bank shall always be guided by the provisions of sub- paragraph (ii) of Article 2 of this Agreement;
| | (二)亞行在選擇合適的項目時,須遵循本協定第二條(二)項的規定。
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(iii) The Bank shall not finance any undertaking in the territory of a member if that member objects to such financing;
| | (三)如果成員反對向在其領土上的項目提供融資,亞行即不應提供這種融資。
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(iv) Before a loan is granted, the applicant shall have submitted an adequate loan proposal and the President of the Bank shall have presented to the Board of Directors a written report regarding the proposal, together with his recommendations, on the basis of a staff study;
| | (四)在貸款之前,申請人須遞交一份理由充足的貸款申請。亞行行長根據其工作人員的研究成果就此項申請寫出書面報告,連同他的意見送交董事會。
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(v) In considering an application for a loan or guarantee, the Bank shall pay due regard to the ability of the borrower to obtain financing or facilities elsewhere on terms and conditions that the Bank considers reasonable for the recipient, taking into account all pertinent factors;
| | (五)亞行在審議一項貸款或擔保申請時,應適當注意借款人以亞行認為合理的條件從別處獲得資金或便利的能力,同時考慮到一切有關因素。
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(vi) In making or guaranteeing a loan, the Bank shall pay due regard to the prospects that the borrower and its guarantor, if any, will be in a position to meet their obligations under the loan contract;
| | (六)亞行在提供或擔保貸款時,應充分注意到借款人及其擔保人將能按合同條件履行其義務的前景。
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(vii) In making or guaranteeing a loan, the rate of interest, other charges and the schedule for repayment of principal shall be such: as are, in the opinion of the Bank, appropriate for the loan concerned;
| | (七)在提供貸款和擔保時,應采取亞行認為對該項貸款是適宜的利率、其它費用和本金的償還期限。
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(viii) In guaranteeing a loan made by other investors, or in underwriting the sale of securities, the Bank shall receive suitable compensation for its risk;
| | (八)亞行在為其它投資者發放貸款、提供擔保或包銷證券時,應適當地收取風險補償。
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(ix) The proceeds of any loan, investment or other financing undertaken in the ordinary operations of the Bank or with Special Funds established by the Bank pursuant to paragraph 1 (i) of Article 19, shall be used only for procurement in member countries of goods and services produced in member countries, except in any case in which the Board of Directors by a vote of the Directors representing not less than two-thirds of the total voting power of the members, determines to permit procurement in a non-member country or of goods and services produced in a non-member country in special circumstances making such procurement appropriate, as in the case of a non-member country in which a significant amount of financing has been provided to the Bank;
| | (九)亞行在普通業務經營或根據第十九條第一款(一)項所建立的特別基金進行發放貸款、進行投資或其它融資活動中所獲收益,只能用在成員國中購買成員所生產的商品或勞務。但在特殊情況下,例如,某一非成員國向亞行提供了大量的資金,理事會由代表2/3以上投票權的理事表決決定,可允許在該非成員國購買該非成員國生產的商品和勞務。
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(x) In the case of a direct loan made by the Bank, the borrower shall be permitted by the Bank to draw its funds only to meet expenditures in connection with the project as they are actually incurred;
| | (十)對亞行的直接貸款,只允許借款人為支付跟項目有關的實際開支而提取資金。
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(xi) The Bank shall take the necessary measures to ensure that the proceeds of any loan made, guaranteed or participated in by the Bank are used only for the purposes for which the loan was granted and with due attention to considerations of economy and efficiency;
| | (十一)亞行應采取必要的措施,保證它所提供、擔保、或參予的任何貸款的收益,只能用于原貸款所規定的目的,並應注意節約和效率。
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(xii) 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;
| | (十二)亞行應充分注意,避免不均衡地將其資金用于某一成員的利益。
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(xiii) The Bank shall seek to maintain reasonable diversification in its investments in equity capital; it shall not assume responsibility for managing any entity or enterprise in which it has an investment, except where necessary to safeguard its investments; and
| | (十三)亞行應設法保持股票投資多樣化,除了需要保護投資的情況外,亞行對所投資的公司或企業不承擔任何管理責任。
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(xiv) The Bank shall be guided by sound banking principles in its operations.
| | (十四)亞行在業務經營中應遵循健全有效的金融方針。
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Article 15 TERMS AND CONDITIONS FOR DIRECT LOANS AND GUARANTEES
| | 第十五條直接貸款和擔保的條件
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1. In the case of direct 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 14 of this Agreement and subject to the other provisions of this Agreement, the terms and conditions for the loan or the guarantee concerned, including those relating to payment of principal, interest and other charges, maturities, and dates of payment in respect of the loan, or the fees and other charges in respect of the guarantee, respectively. In particular, the contract shall provide that, subject to paragraph 3 of this Article, all payments to the Bank under the contract shall be made in the currency loaned, unless, in the case of a direct loan made or a loan guaranteed as part of special operations with funds provided under paragraph 1 (ii) of Article 19, the rules and regulations of the Bank provide otherwise. Guarantees by the Bank shall also provide that the Bank may terminate its liability with respect to interest if, upon default by the borrower and the guarantor, if any, the Bank offers to purchase, at par and interest accrued to a date designated in the offer, the bonds or other obligations guaranteed.
| | 一、亞行發放或參與直接貸款或擔保貸款時,應根據本協定第十四條提出的經營原則和本協定的其它條款,在合同內規定有關貸款或擔保的條件,包括支付貨款本金、利息及其它費用的條件、貸款的期限與支付日期,或擔保的酬金及其它費用。合同尤其應該規定,按照本條第三款,所有根據合同償付給亞行的款項,都應以原貸款采用的貨幣償付。但按第十九條第一款(二)項的規定,作為特別業務經營的組成部分而發放的直接貸款或貸款擔保,亞行的規章另有規定。亞行對擔保也應該規定:在借款人和擔保人(如果有的話)未履行債務時,如亞行出價(按票面價格加上出價指定日期的累計利息)購買它擔保的債券或其他證券,則亞行可終止其對利息的責任。
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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.
| | 二、若貸款或貸款擔保的受益人本身不是亞行成員,而有關項目是在該成員領土上執行,如亞行認為適宜,可要求該成員或亞行可接受的該成員的官方機構或任何機構擔保按規定的條件償付貸款本金、利息及其他費用。
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3. The loan or guarantee contract shall expressly state the currency in which all payments to the Bank thereunder shall be made. At the option of the borrower, however, such payments may always be made in gold or convertible currency.
| | 三、貸款合同或擔保合同應明確規定對亞行一切付款所使用的貨幣種類,但借款人亦可選擇使用黃金或可兌換貨幣支付。
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Article 16 COMMISSION AND FEES
| | 第十六條傭金及收費
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1. The Bank shall charge, in addition to interest, a commission on direct loans made or participated in as part of its ordinary operations. This commission, payable periodically, shall be computed on the amount out. standing on each loan or participation and shall be at the rate of not less than one (1) per cent per annum, unless the Bank, after the first five (5) years of its operations, decides to reduce this minimum rate by a two-thirds majority of its members, representing not less than three-fourths of the total voting power of the members.
| | 一、亞行在普通業務經營中發放或參與的直接貸款,除收利息外,應收傭金。這種傭金定期交付,按每筆貸款或參與貸款的尚未清償的數額計算年率不少于1%。亞行經過最初5年營業後,根據代表不少于成員投票權總數3/4的2/3多數成員表決決定,可降低這一最低傭金率。
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2. In guaranteeing a loan as part of its ordinary operations, the Bank shall charge a guarantee fee, at a rate determined by the Board of Directors, payable periodically on the amount of the loan outstanding.
| | 二、亞行在普通業務經營中的擔保貸款,應收擔保費。費率由董事會決定,按貸款尚未清償余額定期償付。
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3. Other charges of the Bank in its ordinary operations and any commission, fees or other charges in its special operations shall be determined by the Board of Directors.
| | 三、亞行普通業務經營的其它收費,及特別業務經營的傭金、酬金或其它收費,均由董事會決定。
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Article 17 SPECIAL RESERVE
The amount of commissions and guarantee fees received by the Bank pursuant to Article 16 of this Agreement shall be set aside as a special reserve which shall be kept for meeting liabilities of the Bank in accordance with Article 18 of this Agreement. The special reserve shall be held in such liquid form as the Board of Directors may decide.
| | 第十七條特別儲備金
亞行按照本協定第十六條所收的傭金和擔保費,應留作特別儲備金。此項儲備金將按照本協定第十八條的規定用來償付亞行的債務。特別儲備金應以董事會決定的流動資產形式存放。
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Article 18 METHODS OF MEETING LIABILITIES OF THE BANK
| | 第十八條亞行償付債務的方法
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1. In cases of default on loans made, participated in or guaranteed by the Bank in its ordinary operations, the Bank shall take such action as it deems appropriate with respect to modifying the terms of the loan, other than the currency of repayment.
| | 一、亞行在普通業務經營中所發放、參與或擔保的貸款出現違約時,亞行應采取適當措施,修改貸款條件,但不修改還款的貨幣種類。
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2. The payments in discharge of the Bank's liabilities on borrowings or guarantees under sub-paragraphs (ii) and (iv) of Article 11 chargeable to the ordinary capital resources shall be charged:
．．．．．． | | 二、亞行使用普通資本來清償根據第十一條(二)項、(四)項進行的借款或擔保時所產生的債務。亞行在清償此類債務時應:
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