《亞洲基礎設施投資銀行協定》全文（雙語）

第三十九條 賬目清算
Article 39 Settlement of Accounts

一、在成員資格終止之日后，該成員繼續對其對銀行的直接債務承擔責任，并對成員資格終止前與銀行所簽訂的貸款、擔保、股權投資或依照第十一條第二款第（六）項規定的其他融資方式（以下簡稱“其他融資”）合同中尚未償清部分形成的或有債務承擔責任。但對成員資格終止后銀行開展的貸款、擔保、股權投資或其他融資不再承擔債務責任，也不再分享銀行收入或分擔其支出。
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、在終止成員資格時，銀行應依照本條第三款和第四款規定，對回購該國股份做出安排，作為與其清算賬目的一部分。為此，股份回購價格應是該國終止成員資格當日銀行賬面所顯示之價值。
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、銀行依照本條回購股份時，應按照以下條件進行：
3. The payment for shares repurchased by the Bank under this Article shall be governed by the following conditions:

（一）在該國、其中央銀行或其機構、單位或行政部門作為借款人、擔保人或其他合同方仍對銀行的股權投資或其他融資負有責任時，銀行應從應付給該國的股份回購資金中予以扣除，并在此類債務到期時有權用所扣款項做出抵償。但不得對該國因本協定第六條第三款規定的待繳股份所形成的或有負債扣留款項。因回購股份而應付給成員的款項，在任何情況下都只能在該國終止成員資格六個月之后方予支付。
(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）按照本條第二款規定的股份回購價格回購股份時，當應付給成員國的金額超過本款第（一）項中所指的到期應償還貸款、擔保、股權投資和其他融資的負債總額時，超出部分可在收到該國的相應股票憑證后隨時支付，直至該國收回其股份回購的全部款項。
(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）付款使用的貨幣，由銀行綜合考慮其財務狀況后決定。
(iii) Payments shall be made in such available currencies as the Bank determines, taking into account its financial position.

（四）在成員資格終止之日，該國仍持有的對銀行任何未償清貸款、擔保、股權投資或其他融資，如蒙受損失且損失金額超過資格終止當日銀行計提的損失準備金金額，應銀行要求，該國應交還確定回購金額時如考慮上述損失而應相應減少的回購金額部分。此外，該國應依照本協定第六條第三款繼續對該國認繳股份中未繳付部分承擔繳付責任，其應繳付款額，與銀行決定股份回購價格時如出現資本虧損且要求所有成員繳付待繳股份情況下的款額相同。
(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、如銀行在任何國家終止成員資格后的六個月內，依照本協定第四十一條終止業務，該國的一切權利應依照本協定第四十一至四十三條中的規定予以確定。對上述規定而言，該國仍應被視作成員，但無投票權。
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.