Decree 243/2025/ND-CP detailing Law on Investment in the Form of Public-Private Partnership

DECREE

Detailing a number of articles of the Law on Investment in the Form of Public-Private Partnership^[1]

Pursuant to Law No. 63/2025/QH15 on Organization of the Government;

Pursuant to Law No. 64/2020/QH14 on Investment in the Form of Public-Private Partnership;

Pursuant to Law No. 57/2024/QH14 Amending and Supplementing a Number of Articles of the Planning Law, the Law on Investment, the Law on Investment in the Form of Public-Private Partnership, and the Bidding Law;

Pursuant to Law No. 90/2025/QH15 Amending and Supplementing a Number of Articles of the Bidding Law, the Law on Investment in the Form of Public-Private Partnership, the Customs Law, the Law on Value-Added Tax, the Law on Import Duty and Export Duty, the Law on Investment, the Law on Public Investment, and the Law on Management and Use of Public Assets,

At the proposal of the Minister of Finance;

The Government promulgates the Decree detailing a number of articles of the Law on Investment in the Form of Public-Private Partnership.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation 

1. This Decree details a number of articles of the Law on Investment in the Form of Public-Private Partnership (below referred to as the PPP Law), including:

a/ Clause 5, Article 5 on competent agencies and authorities signing PPP project contracts;

b/ Clause 8, Article 11 on the sequence of a PPP project;

c/ Clause 2, Article 13 on procedures for deciding on investment policy for PPP projects; and Clause 3, Article 18 regarding procedures for adjusting investment policy for PPP projects;

d/ Clause 3, Article 21 on decentralization of the competence to approve PPP projects; and Clause 3, Article 24 on procedures for adjusting PPP projects;

dd/ Clause 2, Article 26 on the sequence for preparation of investor-proposed PPP projects;

e/ Clause 6, Article 28 on investor selection procedures; Clause 3, Article 36 regarding handling of situations arising in the investor selection; Clause 3, Article 39 on investor appointment; Clause 3, Article 40 on investor selection in special cases; and Clause 4, Article 42 on methods and criteria for evaluation of bid dossiers;

g/ Clause 2, Article 47 on guidance on PPP project contracts; Clause 6, Article 48 on value ratio of contract performance security; and Clause 7, Article 52 on the termination of PPP project contracts;

h/ Clause 3, Article 61 on dossiers and time limits for certification of completion of infrastructure facilities and systems; and Clause 3, Article 67 on procedures for transfer of infrastructure facilities and systems;

i/ Point a, Clause 1, and Clause 2, Article 95 on the settlement of petitions in investor selection; and Clause 5, Article 98 on the handling of violations in PPP investment activities;

k/ Clause 7, Article 101 on transitional provisions.

2. Application of this Decree and relevant Decrees:

a/ Matters related to the financial management mechanism applicable to PPP projects; payment and account-finalization mechanism applicable to build-transfer (BT) projects; procedures, methods and criteria for evaluation, and the mechanism for implementation of BT projects; procedures, incentives and investment security for PPP projects in the field of science and technology; mechanism for handling revenue reduction for BOT projects in the field of roads; and conditions for payment and principles for determination of compensation expenses in case of premature termination of contracts for BOT projects in the field of transport in the phase of operation or commercial operation in which the contracts are signed prior to the effective date of the PPP Law must comply with the Government’s relevant Decrees on the implementation of PPP projects;

b/ In case the Decrees referred to at Point a of this Clause have no provisions on the implementation of PPP projects, this Decree shall apply.

Article 2. Subjects of application

This Decree applies to agencies, organizations and individuals engaged or involved in PPP investment activities.

Article 3. Posting of information on PPP investment activities

1. Responsibility to post information on the Vietnam National Electronic Procurement System:

a/ Competent agencies shall post the information specified at Point a, Clause 1, Article 9 of the PPP Law, and information on survey of interest of investors and lenders (if any);

b/ Bid solicitors shall post the information specified at Point b, Clause 1, Article 9 of the PPP Law and information related to the change (if any) of the time of bid closing;

c/ Contracting agencies shall post the information specified at Points c, d and dd, Clause 1, Article 9 of the PPP Law;

d/ For the information specified at Point e, Clause 1, Article 9 of the PPP Law, the Ministry of Finance shall post documents promulgated by the National Assembly, the National Assembly Standing Committee, the Government, the Prime Minister, ministers and heads of ministerial-level agencies; provincial-level Departments of Finance shall post documents promulgated by provincial-level People’s Councils and People’s Committees and chairpersons of provincial-level People’s Committees;

dd/ Investors shall post and update information on their capacity and experience to the database on investors as specified at Point g, Clause 1, Article 9 of the PPP Law;

e/ Agencies in charge of settling complaints and denunciations shall provide information on complaint or denunciation settlement decisions under Point h, Clause 1, Article 9 of the PPP Law to competent agencies for posting. To-be-posted contents must comply with the law on complaints and denunciations;

g/ Agencies in charge of settling petitions or handling violations shall post results of the settlement of petitions in investor selection or decisions on handling of violations of the regulations on PPP investment under Point h, Clause 1, Article 9 of the PPP Law.

2. Time limits for posting information on the Vietnam National Electronic Procurement System:

a/ For investment policy decisions (if any), investment policy adjustment decisions (if any), project approval decisions, and project adjustment approval decisions (if any), competent agencies shall post these decisions before investor selection is organized;

b/ For notices of invitation to bid specified at Point b, Clause 1, Article 9 of the PPP Law, bid solicitors shall, based on the project implementation progress, determine the time limit for posting information on the Vietnam National Electronic Procurement System;

c/ For investor selection results specified at Point b, Clause 1, Article 9 of the PPP Law, bid solicitors shall post documents on investor selection results within 10 days after the documents are issued;

d/ For the information specified at Points a, c, d and dd, Clause 1, Article 9 of the PPP Law, competent agencies or contracting agencies shall post documents on relevant information within 10 days after the documents are issued.

3. For information listed as state secrets, their disclosure must comply with the law on protection of state secrets.

4. Notices of invitation to international bid, and information on the change (if any) of the time of bid closing as specified at Point b, Clause 1, Article 9 of the PPP Law shall be posted in Vietnamese and English on the Vietnam National Electronic Procurement System and websites of ministries, central agencies, other agencies or provincial-level People’s Committees.

Article 4. Reporting on implementation of PPP investment activities

1. Based on investment monitoring and evaluation reports prepared by investors or PPP project enterprises, contracting agencies shall summarize information and report to ministries, central agencies, other agencies or provincial-level People’s Committees on the performance of PPP project contracts under the Government’s regulations on investment monitoring and evaluation.

2. Before March 31 of the year following the annual reporting period, ministries, central agencies, other agencies and provincial-level People’s Committees shall send reports on implementation of PPP investment activities to the Ministry of Finance for summarization and reporting to the Prime Minister.

3. A report referred to in Clause 2 of this Article must have the contents specified in the Government’s regulations on investment monitoring and evaluation. For projects applying the form of investor appointment or investor selection in special cases, the report must have the content on the implementation of each project; and evaluate the efficiency, quality and progress of implementation based on the decision approving the investor selection results or based on the project contract.

4. A report referred to in Clause 2 of this Article shall also be made as paper report or online report in the information system on investment monitoring and evaluation.

Article 5. Expenses for the performance of procedures in the course of implementation of PPP projects

1. Expenses for the preparation of a PPP project include: expense for preparation of the prefeasibility study report, investment policy proposal report, feasibility study report or techno-economic report for construction investment; expense for appraisal by the project appraisal unit; expense for hiring of verification consultants; expense for investor selection; expense for contract signing; and other expenses incurred by the project preparation unit or by the agency or unit receiving the investor’s dossier.

2. Expenses for investor selection include: proceeds from the sale of bidding dossiers; expense for preparation and appraisal of bidding dossiers; expense for evaluation of bid dossiers, capacity dossiers and draft contracts of the project-proposing investor; expense for appraisal of investor selection results; and expense for hiring of consultants for investor selection.

3. Expenses for hiring of consultants to verify prefeasibility study reports, investment policy proposal reports, feasibility study reports or techno-economic reports for construction investment:

a/ Norms of verification expenses must comply with specialized laws. In case specialized laws have no provisions on norms of verification expenses, these expenses shall be determined on the basis of cost estimation;

b/ Norms or estimates of expenses for verification of prefeasibility study reports or investment policy proposal reports must be equal to norms or estimates of expenses for verification of feasibility study reports in accordance with law;

c/ Verification expenses shall be paid by the PPP project preparation unit or the focal-point agency in charge of receiving project proposal dossiers (in case project proposals are made by investors) under the contract on hiring of verification consultants.

4. Expenses for appraisal of prefeasibility study reports, investment policy proposal reports, feasibility study reports or techno-economic reports for construction investment:

a/ Appraisal expenses include the expense for organization of meetings, stationery, and field surveys (if any), and other expenses for appraisal activities, excluding the verification expenses specified in Clause 3 of this Article;

b/ Appraisal expenses are equal to 20% of norms or estimates of verification expenses and shall be allocated from the sources of public investment capital and recurrent expenditures or other lawful funding sources. If no verification consultant is hired, appraisal expenses shall be determined on the basis of cost estimation;

c/ For projects applying BT contracts without payment requirements, expenses for appraisal of feasibility study reports and draft contracts shall be allocated from the source of recurrent expenditures of the project appraisal unit.

5. For the selection of domestic investors, the selling price (inclusive of taxes) of one bidding dossier set must not exceed VND 20,000,000. For the selection of international investors, the selling price (inclusive of taxes) of one bidding dossier set must not exceed VND 30,000,000.

6. Expenses for preparation and appraisal of bidding dossiers; evaluation of bid dossiers; and appraisal of investor selection results:

a/ The expense for preparation of bidding dossiers is equal to 0.05% of total investment of a project but must be between VND 10,000,000 and VND 200,000,000;

b/ The expense for appraisal of each content related to bidding dossiers and investor selection results is equal to 0.02% of total investment of a project but must be between VND 10,000,000 and VND 100,000,000;

c/ The expense for evaluation of bid dossiers is equal to 0.03% of total investment of a project but must be between VND 10,000,000 and VND 200,000,000.

7. For projects with similar contents that are implemented by the same competent agency, contracting agency and bid solicitor, or for projects requiring reorganization of the investor selection, the expenses for preparation and appraisal of bidding dossiers must not exceed 50% of the amounts paid for the expense items specified in Clause 6 of this Article.

8. The expenses specified in Clauses 6 and 7 of this Article shall be applied in case the competent agency, the contracting agency or the bid solicitor directly performs the jobs. In case of hiring of investor selection consultants to perform the jobs referred to in Clauses 6 and 7 of this Article, the determination of expenses shall be based on the scope and content of such jobs, performance period, consultants’ capacity and experience, expert salary norms, and other relevant factors. In case there are no regulations on expert salary, expert salary expenses shall be determined based on previous statistics of expenses paid for experts under similar projects completed.

9. Expenses for investor selection carried out on the Vietnam National Electronic Procurement System shall be applied in accordance with the Government’s Decree detailing a number of articles of, and provide measures to implement, the Bidding Law regarding contractor selection. Expenses for submission of bid dossiers, expenses for bid-winning investors, and expenses for connection of the bid guarantee function on the Vietnam National Electronic Procurement System must comply with the roadmap for online investor selection as specified in Clause 1, Article 36 of this Decree.

10. The expenses specified in Clauses 6, 7, 8 and 9 of this Article shall be included in total investment of a project under Clause 1, Article 73 of the PPP Law.

11. Expenses for settlement of investor petitions regarding results of selection of investors for implementation of PPP projects:

a/ In case an investor files a petition about investor selection results to a competent agency, the investor shall pay the expense for petition settlement to the standing unit assisting the Petition Settlement Council (below referred to as the Council). If withdrawing the petition, the investor will be entitled to refund of 50% of the paid amount in case the Council has not yet been established or the Council has been established but has yet to convene a meeting; no refund shall be made if the Council has convened a meeting. If no refund is made, the Council’s assisting standing unit shall remit the remainder of the investor-paid amount into the state budget within 7 working days  the petition is withdrawn;

b/ The Council’s assisting standing unit shall prepare and submit to the Council’s Chairperson for approval detailed estimates of expenses for settlement of the petition about investor selection results on a case-by-case basis, ensuring that it does not exceed the amount paid by the petition-filing investor under Point a of this Clause;

c/ The Council’s Chairperson shall decide on presumptive payment levels based on the approved estimates for the Council’s members and the Council’s assisting standing unit, and other expenses for petition settlement. Remuneration for the Council’s members who are civil servants or public employees must comply with relevant regulations;

d/ The Council’s assisting standing unit shall make payment for petition settlement based on the estimates approved by Council’s Chairperson;

dd/ Upon the completion of petition settlement, the Council’s Chairperson shall certify the actually paid amount. The positive difference (if any) between the amount paid by the petition-filing investor and the actually paid amount shall be certified by the Council’s Chairperson and refunded by the Council’s assisting standing unit to the investor within 7 days from the date of certification;

e/ In case the investor’s petition is concluded as grounded, the petition settlement document must clearly state that the petition-filing investor is entitled to refund of the paid amount. The Council’s assisting standing unit shall send to the bid solicitor a request for refund to the investor of an amount equal to the difference (if any) between the amount paid by the investor and the amount refunded by Council’s assisting standing unit under Point dd of this Clause;

g/ In case the investor’s petition is concluded by the competent agency as grounded, the funding source for refund to the investor shall be allocated from the estimate for recurrent expenditures of the bid solicitor in case the bid solicitor is an administrative unit or public non-business unit, or from the operating funds of the bid solicitor in case the bid solicitor is not an administrative unit or public non-business unit;

h/ Organizations or individuals identified as having committed violations under the competent agency’s decision on settlement of the petition about investor selection results shall pay compensation to the bid solicitor in accordance with law.

12. The selected investor shall refund the paid expenses for project preparation under Clause 2, Article 73 of the PPP Law to the state budget or to other lawful funding sources. For an investor-proposed project, if the project-proposing investor is not selected, the selected investor shall refund to the project-proposing investor the expenses for preparation of the prefeasibility study report, investment policy proposal report, feasibility study report or techno-economic report for construction investment before signing the PPP project contract.

13. The management and use of the revenues and expenditures specified in Clauses 5, 6, 7 and 8 of this Article must comply with the Ministry of Finance’s guidance.

Article 6. Determination of competent agencies and contracting agencies

1. Competent agencies include the agencies specified in Clause 1, Article 5 of the PPP Law. The determination of the competent agency in case a project is managed by multiple competent agencies under Clause 3, Article 5 of the PPP Law is as follows:

a/ For a PPP project managed by ministries, central agencies, other agencies or provincial-level People’s Committees, the line ministry shall perform the responsibilities of the competent agency or reach agreement with the provincial-level People’s Committee for assigning the provincial-level People’s Committee to act as the competent agency;

b/ For a PPP project implemented in two or more provincial-level administrative units, or when there is a change in the competent agency, the provincial-level People’s Committees of the localities where the project is implemented shall exchange opinions and reach agreement for assigning one local authority to act as the competent agency. In case of divergent opinions, the line ministry shall be consulted for reaching consensus about assigning one local authority to act as the competent agency;

c/ For a PPP project referred to in Clause 2 of this Article that is implemented in two or more commune-level administrative units, the provincial-level People’s Committee shall assign its attached or subordinate agency, organization or unit or a commune-level People’s Committee to act as the competent agency;

d/ For a PPP project managed by ministries, central agencies, other agencies or provincial-level People’s Committees, when there is a change in the competent agency, the line ministry shall perform the responsibilities of the competent agency or reach agreement with the provincial-level People’s Committee for assigning the provincial-level People’s Committee to act as the competent agency.

2. Attached or subordinate agencies, organizations and units of ministries, central agencies, other agencies or provincial-level People’s Committees; commune-level People’s Committees; and public non-business units managed by provincial-level People’s Committees shall act as competent agencies for projects falling into one of the following cases:

a/ PPP projects each with a total investment equivalent to that of group-B or group-C projects in accordance with the law on public investment;

b/ Projects applying O&M contracts;

c/ Projects other than those specified at Points a and b of this Clause of which the agencies, organizations or units are assigned by ministers, heads of central agencies or other agencies, or chairpersons of provincial-level People’s Committees to act as competent agencies.

3. PPP project contract-signing authorities include:

a/ The competent agencies specified in Clause 1, Article 5 of the PPP Law;

b/ Agencies, organizations or units authorized to act as competent agencies under Clause 2 of this Article;

c/ Agencies or units assigned by the competent agencies specified in Clause 1, Article 5 of the PPP Law to sign contracts.

4. Agencies, organizations or units authorized to act as competent agencies under Clause 2 of this Article or assigned to act as contracting agencies under Clause 3 of this Article must have the legal person status, and their own seals and bank accounts in accordance with law.

Chapter II

PREPARATION OF PPP PROJECTS

Section 1

DECISION ON INVESTMENT POLICY FOR PPP PROJECTS

Article 7. Procedures for deciding on investment policy for PPP projects

1. Dossiers and procedures for, and contents of, appraisal of the prefeasibility study report of a PPP project subject to the National Assembly’s investment policy decision must comply with the Government’s regulations on the order and procedures for appraisal of national important projects.

2. Procedures for deciding on investment policy for a PPP project on a nuclear power plant:

a/ The PPP project preparation unit prepares a prefeasibility study report for submission by the concerned ministry, central agency, another agency or provincial-level People’s Committee to the Prime Minister;

b/ The Prime Minister establishes the State Appraisal Council or assigns an agency in charge of appraisal of prefeasibility study reports to appraise the prefeasibility study report in accordance with the law on public investment;

c/ The State Appraisal Council or the agency in charge of appraisal of prefeasibility study reports prepares an appraisal report and submits it to the Prime Minister for consideration and decision;

d/ The Prime Minister decides on investment policy for the project.

3. Procedures for deciding on investment policy for a PPP project subject to investment policy decision by a minister, head of a central agency or another agency, or provincial-level People’s Council or People’s Committee:

a/ The PPP project preparation unit prepares an investment policy proposal report and submits it to the minister, the head of the central agency or another agency, or the provincial-level People’s Committee for consideration and decision;

b/ The minister, the head of the central agency or another agency, or chairperson of the provincial-level People’s Committee assigns an attached unit to appraise the investment policy proposal report;

c/ The project appraisal unit prepares an appraisal report and sends it to the PPP project preparation unit;

d/ The PPP project preparation unit finalizes the dossier and submits it to the minister, the head of the central agency or another agency, or the provincial-level People’s Committee;

dd/ The minister, or the head of the central agency or another agency decides on investment policy for the project under his/her management under Clause 3, Article 12 of the PPP Law;

e/ The provincial-level People’s Committee proposes the provincial-level People’s Council to decide on investment policy for the project under the locality’s management under Clause 4, Article 12 of the PPP Law, or decides on investment policy for the project under the locality’s management under Clause 5, Article 12 of the PPP Law.

4. For projects referred to in Clause 3, Article 11 of the PPP Law that require the performance of procedures for deciding on investment policy as a basis for deciding on paddy land repurposing in accordance with the land law or forest land repurposing in accordance with the law on forestry, and for performance of other procedures under relevant laws, the preparation and appraisal of investment policy proposal reports and decision on investment policy must comply with Clause 3 of this Article.

5. For a PPP project managed by multiple competent agencies and requiring the use of state capital, the provincial-level People’s Committees of related localities shall report to their respective provincial-level People’s Councils before reaching agreement on assigning one local authority to act as the competent agency under Clause 1, Article 6 of this Decree. In case expenses for the compensation, ground clearance, support and resettlement, or support for the construction of makeshift works are covered by the budget of each locality, the provincial-level People’s Committees of related localities shall reach agreement and report to their respective provincial-level People’s Councils on the division of the project into component projects on compensation, ground clearance, support and resettlement, or support for the construction of makeshift works to facilitate the implementation by each locality in accordance with the law on public investment.

Article 8. Preparation of prefeasibility study reports or investment policy proposal reports

1. Bases for the preparation of a prefeasibility study report or an investment policy proposal report:

a/ Socio-economic development plan and relevant master plans as decided or approved by competent authorities in accordance with the planning law;

b/ The PPP Law, this Decree and other laws relating to the project’s investment fields;

c/ Other relevant legal documents.

2. Projects implemented in geographical areas with difficult socio-economic conditions or geographical areas with extremely difficult socio-economic conditions specified at Point b, Clause 2a, Article 69 of the PPP Law shall be determined based on the list of geographical areas eligible for investment incentives in accordance with the law on investment.

3. A road project referred to in Clause 2 of this Article may apply a state capital ratio exceeding 50% but not exceeding 70% of the preliminary total investment if fully satisfying the following conditions:

a/ Being implemented in at least one geographical area with difficult socio-economic conditions or geographical area with extremely difficult socio-economic conditions;

b/ Requiring a state capital ratio exceeding 50% of the preliminary total investment due to transport flow, projected product prices or public service charges, expected revenue, capital recovery period, investor profits, or other factors under the financial plan, making the project become financially unfeasible.

4. The use of public assets for PPP projects must comply with the law on management and use of public assets without requiring valuation of public assets. The competence to decide on the use of public assets for PPP projects must comply with the law on management and use of public assets.

Article 9. Contents of prefeasibility study reports or investment policy proposal reports

1. A prefeasibility study report for a PPP project must have the following principal contents:

a/ Necessity of investment; advantages of the form of PPP investment over other forms of investment; preliminary environmental impact assessment in accordance with the law on environmental protection as for public investment projects;

b/ The project’s objectives; scale and location of project implementation; construction schedule and progress of infrastructure facilities and systems; use demand for land and other natural resources (if any);

c/ Preliminary design option in accordance with the law on construction (for projects with construction components) or relevant laws (for projects without construction components); preliminary commentaries on technical and technological solutions; preliminary division of the project into component projects (if any);

d/ Preliminary estimation of socio-economic efficiency of the project; impacts of the project on communities and residents within the project area;

dd/ Preliminary total investment; preliminary financial plan of the project; proposed use of state capital in the project (if any); and proposed method of payment to investors;

e/ Proposed type of PPP project contract, contract term; and mechanism for sharing reduced revenues (if any).

2. For projects only requiring the preparation of an investment policy proposal report, the contents of such report must comply with Points a, b, dd and e, Clause 1 of this Article.

3. The project preparation unit shall prepare the prefeasibility study report or investment policy proposal report according to Form No. 01 or Form No. 02 provided in Appendix I to this Decree, and take responsibility for contents of the submitted dossier.

4. For a public investment project included in the public investment plan that is considered for conversion into a PPP project, the PPP project preparation unit shall finalize the prefeasibility study report or investment policy proposal report on the basis of updating, modifying and supplementing the prefeasibility study report or investment policy proposal report of the public investment project already approved by the competent authority.

Article 10. Appraisal and verification tasks

1. The State Appraisal Council for PPP projects shall appraise prefeasibility study reports for national important PPP projects subject to the National Assembly’s investment policy decision, and PPP projects on nuclear power plants. The establishment, organization, operation, responsibilities and powers of the State Appraisal Council must comply with the Government’s regulations on the order and procedures for appraisal of national important projects.

2. For PPP projects not falling into the case specified in Clause 1 of this Article, competent agencies shall assign their attached agencies or units to appraise investment policy proposal reports, feasibility study reports or techno-economic reports for construction investment (below referred to as project appraisal units).

Based on the scale, nature, and complexity of a project, the competent agency may decide to establish an appraisal council (when necessary).
The establishment, organization, operation, responsibilities and powers of and expenses for the appraisal council are similar to those of the State Appraisal Council as stated in the Government’s regulations on the order and procedures for appraisal of national important projects.

3. Verification consultants are domestic or foreign organizations or individuals, or joint-name entities of domestic and foreign partners (below collectively referred to as verification consultants), who/which shall be selected to perform one or several of specific jobs of appraisal tasks when necessary. Verification consultants shall be held responsible for their verification results and recommendations.

4. The selection of verification consultants must comply with the bidding law.
The head of the competent agency shall perform the responsibilities of the competent person, and the project appraisal unit shall perform the responsibilities of the project owner.

5. The contract on hiring of a verification consultant shall be signed between:

a/ The project appraisal unit;

b/ The PPP project preparation unit or the focal-point agency receiving the project proposal dossier (for investor-proposed projects) under Point b, Clause 2, Article 26 of this Decree; and,

c/ The selected verification consultancy contractor.

Article 11. Contents of appraisal of prefeasibility study reports or investment policy proposal reports

1. The appraisal of a prefeasibility study report or an investment policy proposal report for a PPP project must cover the following principal contents:

a/ Conditions for selection of the project for PPP investment as specified in Clause 1, Article 14 of the PPP Law;

b/ Bases for the preparation of the prefeasibility study report or investment policy proposal report as specified in Clause 1, Article 8 of this Decree;

c/ Mechanism for sharing reduced revenues;

d/ Funding sources and capital-balancing capacity, for PPP projects funded by state capital as specified in Clauses 2 and 3 of this Article.

2. The appraisal of funding sources and capital-balancing capacity for the public investment capital amount in a PPP project must cover the following principal contents:

a/ Use purpose of the capital amount;

b/ Schedule for inclusion of capital amount in the annual plan;

c/ Funding sources and capital-balancing capacity within the total public investment capital amount under the medium-term public investment plan funded by the state budget for the current period, as assigned by competent authorities to ministries, central agencies and localities, and other lawful funding sources as decided by competent authorities for capital amount to be allocated in the current period; limits for appraisal and evaluation of funding sources and capital-balancing capacity for the public investment capital amount to be included in the subsequent period’s medium-term public investment plan in accordance with the Law on Public Investment;

d/ Capital amount required to be allocated according to the contract performance schedule for payment to the investor or PPP project enterprise in case the project applies BTL or BLT contracts and is planned to be implemented in more than 2 consecutive periods of medium-term public investment plans.

3. For PPP projects with public investment capital sourced from lawful revenues of public non-business units, the appraisal unit shall evaluate the contents specified at Points a and b, Clause 2 of this Article based on the revenue sources of such public non-business units.

4. For a public investment project included in the public investment plan that is considered for conversion into a PPP project, re-appraisal is not required in case there is no change in the contents approved by the competent authority in the investment policy decision for the public investment project.

5. The PPP project appraisal unit shall prepare a report on appraisal of the prefeasibility study report or investment policy proposal report according to Form No. 03 provided in Appendix I to this Decree, and take responsibility for its appraisal results and recommendations.

Article 12. Dossiers and time limits for appraisal of prefeasibility study reports or investment policy proposal reports

1. A dossier for appraisal of a prefeasibility study report or an investment policy proposal report must comprise:

a/ A request for appraisal;

b/ A draft report requesting investment policy decision;

c/ The prefeasibility study report or investment policy proposal report;

d/ Other relevant legal documents of the project.

2. The PPP project preparation unit shall submit online or by hand delivery 1 dossier set specified in Clause 1 of this Article to the project appraisal unit.

3. The time limit for appraisal of the prefeasibility study report or investment policy proposal report of a PPP project shall be counted from the date the State Appraisal Council or the project appraisal unit receives a complete and valid dossier as specified in Clause 1 of this Article, or from the date of receipt of the verification report in case a verification consultant is hired, specifically as follows:

a/ Fourteen days, for projects subject to the Prime Minister’s investment policy decision;

b/ Ten days, for projects subject to investment policy decision by ministers, heads of central agencies or other agencies, or provincial-level People’s Councils or People’s Committees;

c/ In case a project requires progress acceleration, the State Appraisal Council or the project appraisal unit shall decide on an appropriate time limit for appraisal.

Article 13. Dossiers and time limits for deciding on investment policy for PPP projects

1. A dossier requesting investment policy decision for a PPP project must comprise:

a/ A report requesting investment policy decision;

b/ A draft investment policy decision;

c/ The prefeasibility study report or investment policy proposal report;

d/ The report on appraisal of the prefeasibility study report or investment policy proposal report;

dd/ Other relevant legal documents of the project.

2. The time limit for approving the investment policy decision for a project, counted from the date of receipt of a complete and valid dossier as specified in Clause 1 of this Article, is:

a/ Five working days, for projects subject to the Prime Minister’s investment policy decision;

b/ Three working days, for projects subject to investment policy decision by ministers, heads of central agencies or other agencies, or provincial-level People’s Councils;

c/ Two working days, for projects subject to investment policy decision by provincial-level People’s Committees.

Article 14. Contents of investment policy decisions for PPP projects

1. An investment policy decision for a PPP project must have the following principal contents:

a/ Name of the project;

b/ Name of the competent agency;

c/ Objectives; projected scale and location; projected duration of the construction of infrastructure facilities and systems; project contract term; use demand for land and other natural resources (if any);

d/ Projected type of PPP project contract;

dd/ Preliminary total investment; structure of funding sources of the project; projected frame of product prices and public service charges, for projects requiring the collection of charges directly from users;

e/ Mechanism for sharing reduced revenues (if any).

2. Investment policy decisions for PPP projects shall be made according to Form No. 04 provided in Appendix I to this Decree.

3. For a PPP project with public investment capital, based on the competent authority-approved investment policy decision, the public investment capital amount used in such project shall be included in the medium-term public investment plan.

Article 15. Procedures and dossiers for adjustment of investment policy for PPP projects

1. Procedures for adjustment of investment policy for PPP projects must comply with:

a/ Clause 1, Article 13 of the PPP Law, for projects subject to the National Assembly’s investment policy decision;

b/ Clause 2, Article 7 of this Decree, for projects subject to the Prime Minister’s investment policy decision;

c/ Clause 3, Article 7 of this Decree, for projects subject to investment policy decision by ministers, heads of central agencies or other agencies, or provincial-level People’s Councils or People’s Committees, depending on the to-be-adjusted contents.

2. A dossier for adjustment of investment policy must comprise:

a/ A request for adjustment of investment policy;

b/ To-be-adjusted contents of the prefeasibility study report or investment policy proposal report;

c/ The appraisal report or verification report on the adjusted contents of the prefeasibility study report or investment policy proposal report;

d/ Other relevant legal documents of the project.

Article 16. PPP projects with works subject to architectural plan competition

1. For a PPP project with works subject to architectural plan competition under the law on architecture:

a/ The prefeasibility study report, investment policy proposal report or feasibility study report (for projects not subject to investment policy decision) must provide commentaries on the legal grounds, necessity, form of competition, and other contents relating to the organization of the competition, for use as a basis for investment policy decision for, or approval of, the project;

b/ Expenses for architectural plan competition shall be determined in accordance with current regulations applicable to projects using state budget funds and guidance of the Ministry of Construction, and shall be included in the total investment of the project. For an investor-proposed PPP project, the investor shall bear expenses for the architectural plan competition; and these expenses shall be included in the total investment of the project if the project-proposing investor is selected.

2. After deciding on investment policy for the project or deciding on approval of the project, the competent agency shall organize the architectural plan competition in accordance with the law on architecture.

Section 2

APPROVAL OF PPP PROJECTS

Article 17. Competence and procedures for approval of PPP projects

1. The approval of PPP projects falls within the competence of heads of competent agencies, specifically as follows:

a/ Ministers, heads of central agencies or other agencies, or chairpersons of provincial-level People’s Committees may approve PPP projects under Clauses 1 and 2, Article 21 of the PPP Law;

b/ Heads of the agencies, organizations or units specified in Clause 2, Article 6 of this Decree may approve projects of which their agencies, organizations or units act as the competent agencies.

2. Procedures for approval of a PPP project:

a/ The PPP project preparation unit prepares the feasibility study report or techno-economic report for construction investment for submission to the head of the competent agency for consideration and decision;

b/ The project appraisal unit appraises the feasibility study report and sends appraisal results to the PPP project preparation unit;

c/ The PPP project preparation unit finalizes the dossier and submits it to the head of the competent agency;

d/ The head of the competent agency approves the project.

Article 18. Preparation of feasibility study reports for PPP projects and techno-economic reports for construction investment

1. For a project not subject to investment policy decision, the PPP project preparation unit shall prepare the feasibility study report or techno-economic report for construction investment based on the contents specified in Article 19 of this Decree.

2. For a project subject to investment policy decision, the PPP project preparation unit shall prepare the feasibility study report or techno-economic report for construction investment based on the contents specified in Article 19 of this Decree after:

a/ Updating and accurately revising changes (if any) in contents of the prefeasibility study report or investment policy proposal report;

b/ Preparing the report during the investment policy appraisal and approval, provided that project approval is based on the investment policy decision.

3. The PPP project preparation unit shall organize the environmental impact assessment for projects subject to environmental impact assessment, or carry out procedures for applying for an environmental permit in accordance with the law on environmental protection. The bid-winning investor or the PPP project enterprise is not required to carry out the environmental impact assessment during the  PPP project contract performance.

4. In case of management and use of public investment capital in a PPP project under Point a, Clause 5, Article 70 of the PPP Law, works or work items under mini-projects of the PPP project shall be determined in accordance with the relevant regulations on determination of works or work items in bidding packages in accordance with the laws on construction and bidding. During the construction of infrastructure facilities and systems, the selection of contractors to perform tasks under mini-projects must comply with contractor selection regulations issued by the investor or the project enterprise (if any) under Article 58 of the PPP Law.

Article 19. Contents of feasibility study reports or techno-economic reports for construction investment for PPP projects

1. Except the case specified in Clause 2 of this Article, a feasibility study report must have the following principal contents:

a/ Necessity of investment; advantages of the form of PPP investment over other forms of investment; results of the collection of opinions on impacts of the PPP project implementation from the provincial-level People’s Council, People’s Committee and Vietnam Fatherland Front Committee of the locality where the project is implemented, and trade associations related to the investment fields (for projects requiring the collection of charges directly from users);

b/ Conformity of the project with the socio-economic development plan and relevant master plans decided or approved by competent authorities in accordance with the planning law;

c/ The project’s objectives, scale and location; use demand for land and other natural resources (if any);

d/ Schedule; duration of the construction of infrastructure facilities and systems; project contract term;

dd/ Commentaries on requirements on technical and technological solutions, quality standards of infrastructure facilities and systems or products and public services; design dossiers in accordance with the law on construction and other relevant laws; relations between component projects (if any); plans on organization of management, commercial operation, or provision of products and public services;

e/ Type of the PPP project contract; risk analysis and risk management measures for the project; investment incentives and security interests; mechanism for sharing reduced revenues, clearly stating that sources for payment of arising expenses come from contingency provisions of the central budget or local budgets and other lawful sources (if any);

g/ Total investment; financial plan of the project; projected state capital amount in the project and corresponding management and use forms (if any); capacity to mobilize capital for the project implementation; results of the survey of interest of investors and lenders (if any);

h/ Socio-economic efficiency of the project.

2. For a project applying the O&M contract, the feasibility study report must have the following principal contents:

a/ Necessity of the project implementation; advantages of the O&M contract over other forms of investment;

b/ The project’s objectives and location; assessment of the current status of existing infrastructure facilities and systems, and machinery and equipment thereof;

c/ Commentaries on requirements on the plan on management, operation or commercial operation of infrastructure facilities and systems; requirements on quality of products and public services;

d/ Project contract information, including: contract term; risk analysis and risk management measures; investment incentives and security interests;

dd/ Total investment; financial plan of the project; capacity to mobilize capital for project implementation;

e/ Socio-economic efficiency of the project.

3. For a PPP project formulated by a competent agency and applying high technology in accordance with the law on high technology or applying new technology in accordance with the law on technology transfer, the feasibility study report or techno-economic report for construction investment is not required to provide commentaries on the contents specified at Point dd, Clause 1 of this Article.

4. For a project only requiring preparation of a techno-economic report for construction investment, such report shall be prepared in accordance with the law on construction and must have the contents specified at Points a, e, g and h, Clause 1 of this Article.

5. The PPP project preparation unit shall prepare the feasibility study report or techno-economic report for construction investment for the PPP project according to Form No. 01 or Form No. 02 provided in Appendix II to this Decree, and take responsibility for contents of the submitted dossier.

Article 20. Survey of interest of investors for PPP projects

1. The procedures for survey of interest of investors specified in Clauses 2 and 3 of this Article are not applicable to PPP projects subject to investor appointment as specified in Clause 1, Article 39 of the PPP Law; projects subject to investor selection in special cases as specified in Clause 1, Article 40 of the PPP Law; and projects applying BT contracts without payment requirements.

2. During the preparation of feasibility study reports, for PPP projects subject to investment policy decision by the National Assembly or the Prime Minister, and group-A PPP projects not subject to selection of domestic investors as specified at Points a, b and c, Clause 3, Article 31 of the PPP Law, the competent agency shall decide on the survey of interest of investors and lenders according to the following procedures:

a/ The competent agency posts a survey notice in English and Vietnamese on the Vietnam National Electronic Procurement System and on the websites (if any) of ministries, central agencies, other agencies or provincial-level People’s Committees;

b/ The investors expressing interest register for project implementation on the Vietnam National Electronic Procurement System. During the registration period, the competent agency may organize conferences to introduce and exchange project-related matters with investors;

c/ From the date the survey notice is posted on the Vietnam National Electronic Procurement System under Point b of this Clause, the time limit for investors and lenders (if any) to register their interest in project implementation is that stated in the notice, which must be at least 10 days.

3. Based on survey results, the competent agency shall decide on the application of investor selection in either of the following cases:

a/ International open bidding, in case at least one investor established under foreign law registers interest;

b/ Domestic open bidding, in case only investors established under Vietnam’s law register interest.

Article 21. Dossiers and time limits for appraisal of feasibility study reports or techno-economic reports for construction investment for PPP projects

1. A dossier for appraisal of the feasibility study report or techno-economic report for construction investment for a PPP project must comprise:

a/ A request for appraisal;

b/ A draft report requesting approval of the project;

c/ The feasibility study report or techno-economic report for construction investment;

d/ The investment policy decision (if any);

dd/ Other relevant legal documents of the project.

2. The PPP project preparation unit shall submit online or by hand-delivery 1 dossier set specified in Clause 1 of this Article to the project appraisal unit.

3. From the date the project appraisal unit receives a complete and valid dossier as specified in Clause 1 of this Article, or from the date of receipt of the verification report in case a verification consultant is hired, the time limit for appraisal of the feasibility study report or techno-economic report for construction investment for a PPP project is:

a/ Ten days, for projects that have obtained an investment policy decision;

b/ Fifteen days, for projects not subject to investment policy decision, except the case specified at Point c of this Clause;

c/ Twenty days, for the projects specified in Clause 4, Article 11 of the PPP Law;

d/ In case the project requires progress acceleration, the project appraisal unit shall decide on an appropriate time limit for appraisal.

Article 22. Contents of appraisal of feasibility study reports or techno-economic reports for construction investment for PPP projects

1. The appraisal of the feasibility study report or techno-economic report for construction investment for a PPP project must cover the following principal contents:

a/ Legal grounds for and necessity of investment;

b/ Requirements on technical and technological solutions and quality standards of infrastructure facilities and systems or products and public services. The appraisal of contents related to design dossiers, technical and technological solutions and quality standards must comply with the law on construction and other relevant laws;

c/ Type of the PPP project contract;

d/ Financial feasibility; plans on management, commercial operation, or provision of products and public services;

dd/ Socio-economic efficiency of the project.

2. Re-appraisal is not required for projects that have undergone procedures for deciding on investment policy in case there is no change in the contents specified at Points a, b, c and dd, Clause 1, Article 19 of this Decree as compared to those stated in the prefeasibility study report or investment policy proposal report.

3. The project appraisal unit shall prepare a report on appraisal of the feasibility study report or techno-economic report for construction investment under Clauses 1 and 2 of this Article, using Form No. 03 provided in Appendix II to this Decree, and take responsibility for its appraisal results and recommendations.

Article 23. Dossiers and time limits for approval of PPP projects

1. A dossier of request for approval of a PPP project must comprise:

a/ A request for approval of the project;

b/ A draft project approval decision;

c/ The feasibility study report or techno-economic report for construction investment;

d/ The report on appraisal of the feasibility study report or techno-economic report for construction investment;

dd/ The investment policy decision (if any);

e/ Other relevant legal documents of the project.

2. The time limit for approval of a PPP project, counted from the date of receipt of a complete and valid dossier as specified in Clause 1 of this Article, is:

a/ Three working days, for projects that have obtained an investment policy decision;

b/ Five working days, for projects not subject to investment policy decision.

Article 24. Contents of PPP project approval decisions

1. A PPP project approval decision must have the following principal contents:

a/ Name of the project;

b/ Name of the contracting agency;

c/ Project objectives, scale and location; duration of the construction of infrastructure facilities and systems; project contract term; and use demand for land and other natural resources;

d/ Type of PPP project contract;

dd/ Total investment; structure of funding sources of the project; product prices and public service charges, for projects applying contracts requiring collection of charges directly from users;

e/ Name of the bid solicitor, form of investor selection, and time of organization of investor selection.

2. PPP project approval decisions shall be made according to Form No. 04 provided in Appendix II to this Decree.

Article 25. Procedures and dossiers for adjustment of PPP projects

1. The competence and procedures for adjustment of PPP projects must comply with Article 17 of this Decree.

2. A dossier for adjustment of a PPP project must comprise:

a/ A request for approval of adjustment of the project;

b/ A draft decision approving adjustment of the project;

c/ The report on appraisal of adjusted contents of the feasibility study report or techno-economic report for construction investment;

d/ Other relevant legal documents of the project.

3. In case the adjustment of a PPP project results in an increase in the total investment of the project and an increase in the capital amount to be contributed by the investor for the project implementation, in addition to the dossier components specified in Clause 2 of this Article, the investor shall update its financial capacity dossier to ensure satisfaction of the requirements for the post-adjustment project implementation.

Section 3

INVESTOR-PROPOSED PPP PROJECTS

Article 26. Procedures for preparation of investor-proposed projects subject to investment policy decision

1. An investor shall send a written proposal on implementation of a PPP project to the competent agency by hand-delivery or online.

2. Within 5 working days after receiving the investor’s proposal, the competent agency shall examine it and reply in writing on approval or disapproval of the investor’s preparation of the prefeasibility study report or investment policy proposal report. The written approval of the investor’s project proposal must include the following contents:

a/ Name of the investor preparing the project proposal dossier;

b/ Deadline and place for submission of the project proposal dossier; the agency or unit receiving the investor’s dossier;

c/ Provisions on the investor’s responsibility to bear all costs and risks in case the project proposal dossier is disapproved, and on principles for handling cases in which the project-proposing investor is not selected;

d/ Responsibilities of, and method of coordination among, related agencies in guiding the investor to prepare the project proposal dossier;

dd/ Other relevant contents.

3. In case the proposal is approved by the competent agency, the investor shall prepare the project proposal dossier and send it to the agency or unit specified at Point b, Clause 2 of this Article, and take responsibility for the dossier’s contents. The project proposal dossier must comprise a prefeasibility study report or an investment policy proposal report specified in Article 9 of this Decree; and documents on the investor’s legal status and capacity. Costs of the preparation of the project proposal dossier shall be included in the project’s total investment.

4. The agency or unit specified at Point b, Clause 2 of this Article shall receive the investor’s project proposal dossier and carry out procedures for submission, appraisal, and decision on investment policy under Clause 1, Article 26 of the PPP Law and Articles 7, 8, 10, 11, 12, 13 and 14 of this Decree.

5. An investment policy decision for an investor-proposed PPP project must have the contents specified in Clause 1, Article 14 of this Decree and the following contents:

a/ Name of the investor that prepares the feasibility study report or techno-economic report for construction investment; name of the agency or unit receiving the investor’s dossier; and responsibilities of the agency or unit and the investor;

b/ Schedule and deadline for the investor to submit the feasibility study report or techno-economic report for construction investment;

c/ Other necessary contents (if any).

6. Based on the investment policy decision, the investor shall prepare the feasibility study report or techno-economic report for construction investment under Article 19 of this Decree. The agency or unit that receives the investor’s dossier shall carry out procedures for project submission, appraisal and approval under Articles 17, 18, 20, 21, 22, 23 and 24 of this Decree, and issue a decision on approval of PPP project according to Form No. 04 provided in Appendix II to this Decree.

7. In case of adjustment of investment policy or adjustment of an investor-proposed PPP project, the competent agency shall carry out procedures specified in Articles 18 and 24 of the PPP Law and Articles 15 and 25 of this Decree.

Article 27. Procedures for preparation of investor-proposed projects not subject to investment policy decision

1. An investor shall send a written proposal on implementation of a PPP project to the competent agency by hand-delivery or online. In case of proposing the application of the project implementation process specified in Clause 4, Article 11 of the PPP Law, the investor shall give explanations about application grounds.

2. Within 5 working days after receiving the investor’s proposal, the competent agency shall examine it and reply in writing on approval or disapproval of the investor’s preparation of the feasibility study report. The written approval of the investor’s project proposal must include the contents specified in Clause 2, Article 26 of this Decree.

3. In case the proposal is approved by the competent agency, the investor shall prepare the project proposal dossier, and send it to the agency or unit in charge of receiving the investor’s dossier, and take responsibility for the dossier’s contents. The project proposal dossier must comprise:

a/ The feasibility study report or a techno-economic report specified in Article 19 of this Decree;

b/ Documents on the investor’s legal status and capacity.

4. The project-proposing investor shall organize the environmental impact assessment, for projects subject to environmental impact assessment, or carry out procedures for applying for an environmental permit in accordance with the law on environmental protection.

5. The agency or unit receiving the investor’s dossier shall carry out procedures for project submission, appraisal and approval specified in Clause 1, Article 26 of the PPP Law and Articles 17, 18, 20, 21, 22, 23 and 24 of this Decree, and issue a decision on approval of PPP project according to Form No. 04 provided in Appendix II to this Decree.

6. In case of adjustment of an investor-proposed PPP project, the competent agency shall carry out the procedures specified in Article 24 of the PPP Law and Article 25 of this Decree.

7. For a PPP project specified in Clause 4, Article 11 of the PPP Law:

a/ Clauses 1, 2 and 4 of this Article shall apply;

b/ The investor shall submit the project proposal dossier as specified in Clause 3 of this Article, enclosed with the draft contract;

c/ The agency or unit receiving the investor’s dossier shall carry out the procedures for submitting the dossier for appraisal; the dossier for appraisal must have the contents and the number of dossier sets specified in Clauses 1 and 2, Article 21 of this Decree, enclosed with the draft contract;

d/ The project appraisal unit shall appraise the investor’s project proposal dossier under Clause 3, Article 21, and Article 22, of this Decree. The appraisal report must include an assessment of the investor’s capital arrangement capability and the appropriateness of the draft contract’s contents;

dd/ The competent agency shall approve the project concurrently with the investor appointment results (name of the investor proposed for appointment) under Articles 23 and 24 of this Decree, and issue a decision on approval of PPP project according to Form No. 04 provided in Appendix II to this Decree.

Article 28. Preparation and appraisal of feasibility study reports, and approval of projects applying the BT contract without payment requirements

1. An investor-proposed project applying the BT contract without payment requirements must satisfy the following conditions:

a/ The conditions for selection of projects for PPP investment as specified at Points a, b and c, Clause 1, Article 14 of the PPP Law;

b/ Being not identical to a PPP project for which a prefeasibility study report or feasibility study report is currently being prepared by the competent agency, or for which another investor has been approved to prepare a prefeasibility study report or feasibility study report;

c/ Being in line with the relevant socio-economic development plans and master plans in accordance with the planning law, which have been decided or approved by competent authorities.

2. Procedures for proposing, appraising and approving a project:

a/ The investor shall send a written proposal on project implementation to the competent agency by hand-delivery or online;

b/ Within 5 working days after receiving the investor’s proposal, the competent agency shall examine it and reply in writing on approval or disapproval of the investor’s preparation of the feasibility study report and the draft contract. The written approval of the investor’s project proposal must include the contents specified in Clause 2, Article 26 of this Decree.

c/ In case the proposal is approved by the competent agency, the investor shall prepare the project proposal dossier, which must comprise the draft feasibility study report as specified by the law on construction and relevant regulations, the draft contract, and documents on the investor’s legal status, and send it to the competent agency.

In case the project proposal dossier is disapproved, the investor shall bear all costs and risks;

d/ The competent agency shall organize the appraisal of the project proposal dossier under Article 22 of this Decree. The number of dossier sets for appraisal is specified in Clause 2, Article 21 of this Decree;

dd/ The competent agency shall approve the project enclosed with the draft contract as specified in Clause 1, Article 24 of this Decree, and issue a decision on approval of PPP project according to Form No. 04 provided in Appendix II to this Decree;

e/ For a project only requiring the preparation of a techno-economic report for construction investment, the investor shall prepare such report and send it, enclosed with the written proposal of project implementation specified at Point a of this Clause, to the competent agency. If approving the investor’s proposal, the competent agency shall organize the project appraisal, approval and implementation in accordance with the law on construction without having to implement the provisions of Points c, d and dd of this Clause.

3. The adjustment of a PPP project must comply with Points a, b and c, Clause 1, Article 24 of the PPP Law and Article 25 of this Decree.

4. Costs of the preparation of a project’s feasibility study report shall be included in its total investment.

Chapter III

INVESTOR SELECTION

Section 1

GENERAL PROVISIONS

Article 29. Assurance of competition in investor selection

1. To participate in bidding, an investor must be legally and financially independent from consultancy contractors, the competent agency, the contracting agency, the bid solicitor, and other investors as specified in Article 30 of the PPP Law, and satisfy the conditions specified in Clauses 2 thru 7 of this Article.

2. From the time of distribution of bidding dossiers, an investor participating in bidding must have no share or capital contribution with:

a/ Contractors providing consultancy for the preparation of the prefeasibility study report, investment policy proposal report, feasibility study report, or techno-economic report for construction investment, unless the project is proposed by the investor;

b/ Contractors providing consultancy for the verification of the prefeasibility study report, investment policy proposal report, feasibility study report, or techno-economic report for construction investment;

c/ Contractors providing consultancy for the preparation and appraisal of bidding dossiers; evaluation of bid dossiers; or appraisal of investor selection results;

d/ Contractors providing consultancy for the supervision of contract performance or consultancy for the inspection of the PPP project.

3. From the time of distribution of bidding dossiers, the investor participating in bidding and consultancy contractors specified in Clause 1 of this Article each owns no more than 30% of share capital, total voting shares or capital contributions of another organization or individual. For a joint-name investor or joint-name consultancy contractor, the capital holding rate shall be determined as follows:

a/ The capital holding rate of another organization or individual and joint-name investor shall be determined according to the following formula:

In which:

X_i is the holding rate of capital or voting shares of an organization or individual in the investor No. I participating in bidding.

Y_i is the equity contribution ratio of joint-name investor No. i as stated in the joint-name agreement.

n is the number of members of the joint-name entity.

b/ The capital holding rate of another organization or individual and joint-name consultancy contractors shall be determined according to the following formula:

In which:

X_i is the holding rate of capital or voting shares of an organization or individual in consultancy contractor No. i as stated in the joint-name agreement.

Y_i is the responsibility division ratio stated in joint-name agreement No. i.

n is number of members of the joint-name entity.

4. For an investor organized after the parent company-subsidiary model in accordance with the law on enterprises that participates in bidding for a PPP project:

a/ The parent company or a subsidiary or the joint-name entity of the parent company and subsidiaries may participate in only one bid dossier, for projects subject to open bidding or competitive negotiation under Clause 1, Article 38 of the PPP Law;

b/ The investor participating in bidding for the PPP project and the consultancy contractor performing one of the consultancy jobs specified in Clause 1 of this Article have no parent company-subsidiary relation from the time of distribution of bidding dossiers or from the time the consultancy contractor signs a contract on performance of consultancy jobs, whichever comes first.

5. From the time of distribution of bidding dossiers, the investor participating in bidding and the competent agency, contracting agency or bid solicitor owns no more than 50% of shares, total voting shares or capital contributions of each other. For an investor participating in bidding as a joint-name entity, the capital holding rate shall be determined according to the following formula:

In which:

X_i is the holding rate of capital or voting shares of the competent agency, contracting agency or bid solicitor in joint-name member No. i.

Y_i is the equity contribution ratio of joint-name member No. i as stated in the joint-name agreement.

n is the number of members of the joint-name entity.

6. The determination of the holding rate among the parties shall be based on the rate stated in the enterprise registration certificate, establishment decision or another paper of equivalent legality.

7. For projects subject to investor appointment under Clause 1, Article 39 of the PPP Law or subject to investor selection in special cases under Clause 1, Article 40 of the PPP Law, investors are not required to satisfy the requirement on competition assurance specified at Point a, Clause 2, and Clause 5, of this Article.

Article 30. Incentives in investor selection     

1. Subjects entitled to incentives and incentive levels:

a/ Investors that have their project proposal dossiers approved, and investors that are science and technology enterprises, innovative startups; innovative centers, organizations providing support for innovative startups as defined by the law on science, technology and innovation; hi-tech incubators, hi-tech enterprise incubators, and hi-tech enterprises, enterprises established from investment projects on manufacture of hi-tech products as defined by the law on high technology are entitled to a 5% incentive upon the evaluation of their bid dossiers;

b/ Investors that commit to employing domestic contractors for project implementation with the value of jobs to be performed by such contractors accounting for 25% or more of the total investment of a project are entitled to a 3% incentive upon the evaluation of their bid dossiers;

c/ Investors that participate in international bidding and commit to using domestic commodities, supplies, materials and equipment for project implementation with the value accounting for 25% or more of the total investment of a project are entitled to a 2% incentive upon the evaluation of their bid dossiers;

d/ Foreign investors that commit to transferring technologies to domestic investors and partners upon registering for being selected to implement PPP projects on science and technology are entitled to a 2% incentive upon the evaluation of their bid dossiers.

2. Principles of grant of incentives:

a/ Investors participating in bidding that are entitled to more than one incentive may enjoy the highest incentive as stated in bidding dossiers;

b/ In case bid dossiers are ranked equal after the calculation of incentives, priority shall be given to investors that have their project proposals approved;

c/ In case the incentive-entitled investors specified at Point b, c or d, Clause 1 of this Article are selected for contract signing but fail to fulfill their commitments stated in their bid dossiers and PPP project contracts, they shall be fined under PPP project contracts. In this case, PPP project contracts must contain specific clauses on fines in proportion to the incentives granted to investors upon the evaluation of bid dossiers.

3. Methods of calculation of incentives

a/ In case of application of criterion on product prices and public-service charges for comparison and ranking, product prices and service charges of an investor entitled to incentives shall be calculated according to the following formula:

G_gtss = G_gt - G_gt x M_UD %

In which:

- G_gtss is the product price or service charge used for comparison and ranking of the investor entitled to incentives;

- G_gt is the product price or service charge of the investor entitled to incentives as proposed in the bid dossier;

- M_UD is the incentive level granted to the investor under Clause 1 of this Article.

b/ In case of application of the criterion on state capital as support for the construction of infrastructure facilities and systems for comparison and ranking, the value of the state capital amount of an investor entitled to incentives shall be calculated according to the following formula:

V_gtss = V_gt - V_gt x M_UD %

In which:

- V_gtss is the value of the state capital amount as support for the construction of infrastructure facilities and systems for comparison and ranking of the investor entitled to incentives;

- V_gt is the value of the state capital amount as support for the construction of infrastructure facilities and systems of the investor entitled to incentives as proposed in the bid dossier;

- M_UD is the incentive level to be granted to the investor under Clause 1 of this Article.

c/ In case of application of the criterion on social interests or state interests for comparison and ranking, the amount proposed to be remitted into the state budget or the contract term for an investor entitled to incentives shall be calculated according to either of the following formulas:

T_gtss = T_gt + T_gt x M_UD %

In which:

- T_gtss is the value of the amount proposed to be remitted into the state budget for comparison and ranking of the investor entitled to incentives;

- T_gt is the value of the amount proposed to be remitted into the state budget of the investor entitled to incentives as proposed in the bid dossier;

- M_UD is the incentive level granted to the investor under Clause 1 of this Article.

Or:

T_gtss = T_gt - T_gt x M_UD %

In which:

- T_gtss is the term of the project contract for comparison and ranking of the investor entitled to incentives;

- T_gt is the term of the contract of the investor entitled to incentives as proposed in the bid dossier;

- M_UD is the incentive level granted to the investor under Clause 1 of this Article.

d/ In case of application of combined criteria, an investor will be entitled to incentives in proportion to the ratio calculated by the combination method but the total incentive value must not exceed 5%.

Article 31. Time limits for organization of investor selection

1. Bidding dossiers (for projects subject to open bidding) shall be distributed simultaneously with notices of invitation to bid via the Vietnam National Electronic Procurement System.

2. Bidding dossiers (for projects subject to competitive negotiation under Article 38 of the PPP Law) and dossiers of requirements (for projects subject to investor appointment under Clause 2, Article 56 of this Decree) shall be distributed within time limits stated in letters of invitation to bid sent to investors on the shortlist or proposed to be appointed.

3. For projects subject to open bidding and competitive negotiation under Article 38 of the PPP Law:

a/ For projects subject to investment policy decision by the National Assembly or the Prime Minister, the period of preparation of bid dossiers is at least 35 days (in case of selection of domestic investors) or 50 days (in case of selection of international investors), counting from the first date of distribution of bidding dossiers to the date of bid closing;

b/ For projects with a total investment equal to that of group-A projects as specified by the law on public investment (except the projects specified at Point a of this Clause), the period of preparation of bid dossiers is at least 25 days (in case of selection of domestic investors) or 35 days (in case of selection of international investors), counting from the first date of distribution of bidding dossiers to the date of bid closing;

c/ For projects with a total investment equal to that of group-B or group-C projects as specified by the law on public investment, the period of preparation of bid dossiers is at least 20 days counting from the first date of distribution of bidding dossiers to the date of bid closing;

d/ For projects that require only the preparation of techno-economic reports for construction investment, the period of preparation of bid dossiers is at least 10 days counting from the first date of distribution of bidding dossiers to the date of bid closing.

4. For projects subject to investor appointment under Clause 2, Article 56 of this Decree, the period for preparation of dossiers of proposals is at least 15 days from the first date of distribution of dossiers of requirements to the date of bid closing.

5. The validity period of a bid dossier or dossier of proposals is the number of days stated in a bidding dossier or dossier of requirements and shall be counted from the date of bid closing to the last date of the validity period stated in the bidding dossier or dossier of requirements; and the time of bid closing is the deadline for receipt of bid dossiers or dossiers of proposals. The period from the time of bid closing to 24:00 of the date of bid closing is counted as 1 day.

6. A notice of modification of bidding dossiers shall be posted at least 10 days, for the selection of domestic investors, or 15 days, for the selection of international investors, before the date of bid closing,. In case the time for posting of a notice of modification of bidding dossiers does not comply with this Clause, the bid solicitor shall extend the time of bid closing correspondingly to ensure satisfaction of the requirement on the time for posting of a notice of modification of bidding dossiers.

7. The time limit for the bid solicitor to send a notice of the shortlist or investor selection results to investors participating in the bidding by post, fax or email is 3 working days from the date of approval of such shortlist or results.

Article 32. Experts’ teams

1. Experts’ teams shall be composed of capable and experienced individuals and formed or assigned by bid solicitors to evaluate bid dossiers and capacity dossiers and draft contracts, and perform other tasks in the course of investor selection.

2. Depending on characteristics and complexity of a project, an experts’ team may be composed of technical, financial, commercial, administrative and legal experts and experts in other related fields. A member of an experts’ team must fully satisfy the following requirements:

a/ Possessing a certificate of professional expertise in bidding, except the case specified in Clause 3 of this Article;

b/ Possessing a university degree or higher degree;

c/ Having foreign language skills, for projects subject to selection of international investors;

d/ Having the full civil act capacity as provided by law; being not subject to penal liability examination;

dd/ Having at least 3 years’ working experience in one of the fields relevant to the legal, technical or financial contents of the project; having experience in, or having performed, technical jobs stated in the bidding dossier or financial or legal jobs.

3. For PPP projects in the field of science, technology and innovation, digital transformation, or application of high technologies, strategic technologies or new technologies, the bid solicitor shall decide to select members of the experts’ team, ensuring they are capable of performing assigned jobs without having to satisfy the requirements specified at Points a and dd, Clause 2 of this Article, except those who are consultants or individuals from bidding consultancy organizations.

4. Responsibilities of an experts’ team:

a/ To be honest and objective in organizing the performance of the tasks specified in Clause 1 of this Article;

b/ To keep confidential relevant information and documents in the course of investor selection;

c/ To provide relevant information and documents and give explanations about the performance of its tasks at the request of the bid solicitor, the competent agency, the inspection, examination, auditing and supervision agencies, and the state management agency in charge of PPP investment;

d/ To take responsibility for their task performance results and recommendations.

Article 33. Bid solicitors and investor selection appraisal units

1. Bid solicitors include:

a/ Subordinate or attached agencies, organizations and units of ministries, central agencies, other agencies and provincial-level People’s Committees; commune-level People’s Committees; and public non-business units managed by provincial-level People’s Committees;

b/ Organizations and units of the competent agencies specified in Clause 3, Article 6 of this Decree.

2. Bid solicitors specified at Point a, Clause 1 of this Article may be authorized to approve bidding dossiers and investor selection results.

3. Investor selection appraisal units include agencies, organizations and units that are assigned the appraisal task by competent agencies and must be independent from bid solicitors and experts’ teams, including:

a/ Subordinate or attached agencies, organizations and units of ministries, central agencies or other agencies, for projects subject to approval of bidding dossiers and investor selection results by ministers, or heads of central agencies or other agencies, except the case specified at Point d of this Clause;

b/ Provincial-level Departments of Finance, for projects subject to approval of bidding dossiers and investor selection results by chairpersons of provincial-level People’s Committees, except the case specified at Point d of this Clause;

c/ Other agencies, organizations and units attached to competent agencies specified in Clause 2, Article 6 of this Decree;

d/ In case bid solicitors are authorized to approve bidding dossiers and investor selection results under Clause 2 of this Article, they shall form appraisal teams or assign their attached units to organize the appraisal.

4. If agencies, organizations and units assigned to carry out appraisal are incapable of doing so, capable and experienced consultancy organizations shall be selected to carry out appraisal. In this case, individuals of a consultancy organization participating in the appraisal must satisfy the requirements specified at Points a, b, c, d and dd, Clause 2, Article 32 of this Decree.

5. Responsibilities of investor selection appraisal units:

a/ To remain independent and objective when carrying out the appraisal;

b/ To request bid solicitors and experts’ teams to provide adequate relevant documents;

c/ To keep confidential relevant information and documents in the course of appraisal;

d/ To provide relevant information and documents and give explanations about their task performance at the request of bid solicitors, competent agencies, inspection, examination, auditing and supervision agencies, and the state management agency in charge of PPP investment;

dd/ To take responsibility for their appraisal results and recommendations.

Article 34. Value of security for the performance of PPP project contracts 

1. For a project with a total investment of up to VND 300 billion, the value of security for contract performance shall be stated in the bidding dossier at a level of between 1.5% and 3% of the project’s total investment.

2. For a project with a total investment exceeding VND 300 billion, the value of security for contract performance shall be stated in the bidding dossier at a level of between 1% and 1.5% of the project’s total investment.

3. For a project in the field of science and technology development, innovation and digital transformation, the value of security for contract performance shall be stated in the bidding dossier at a level of 1.5% of the project’s total investment, for projects with a total investment of up to VND 300 billion, or at a level of 1% of the project’s total investment, for projects with a total investment exceeding VND 300 billion.

4. For a project applying the O&M contract, in case its total investment is inclusive of the value of the investor’s state budget remittance, after such state budget remittance is made, the investor may have part of the amount of security for contract performance refunded or released in proportion to the remitted value. The remainder of the amount of security for contract performance shall be refunded or released after the investor or the PPP project enterprise fulfills the remaining obligation under the contract.

Article 35. Determination of forms of investor selection

The competent agency shall decide on and apply one of the forms of investor selection specified in Articles 37, 38, 39 and 40 of the PPP Law, and Articles 55 and 57 of this Decree, ensuring the selection of investors that are capable of implementing PPP projects and meet the project investment progress, quality and efficiency requirements.

Article 36. Roadmap of application of online investor selection 

1. From January 1, 2027, online investor selection shall be carried out for PPP projects subject to domestic open bidding on the Vietnam National Electronic Procurement System.

2. For PPP projects subject to selection of international investors, projects subject to competitive negotiation, investor appointment or investor selection in special cases, online investor selection is not applied, but it is required to disclose information on investor selection on the Vietnam National Electronic Procurement System under Clause 1, Article 9 of the PPP Law.

Section 2

PROCESS OF OPEN BIDDING OR COMPETITIVE NEGOTIATION 

Article 37. Selection of shortlists for projects subject to competitive negotiation

1. For a project subject to competitive negotiation specified in Clause 1, Article 38 of the PPP Law and having special factors that require the application of innovative solutions to shorten the progress and complete the construction of infrastructure works and system within a specified period of time for the purpose of energy efficiency and environmental protection for projects that are highly likely to exert adverse environmental impacts as specified by the law on environmental protection, the bid solicitor shall put no more than 3 investors on a shortlist to be invited to participate in the bidding.

2. For a project subject to competitive negotiation specified in Clause 2 or 3, Article 38 of the PPP Law, the bid solicitor shall put between 3 investors and 6 investors on a shortlist to be invited to participate in the bidding.

3. The bid solicitor shall invite the shortlisted investors specified in Clauses 1 and 2 of this Article to exchange opinions and negotiate on contents of bidding dossiers under Clause 4, Article 38 of this Decree.

Article 38. Preparation of bidding dossiers

1. Bid solicitors shall prepare bidding dossiers for projects subject to open bidding or competitive negotiation, or prepare dossiers of requirements for projects subject to investor appointment (below collectively referred to as bidding dossiers, unless otherwise specified). A bidding dossier must have the following principal contents:

a/ Instructions for investors;

b/ Bidding data sheet;

c/ Contents of the examination and evaluation of validity of bid dossiers;

d/ Methods and criteria for evaluation of bid dossiers in terms of capacity, techniques and finance-commerce under Articles 41, 42 and 43 of this Decree;

dd/ Bidding and bid forms;

e/ Project implementation information and requirements based on contents of the project’s investment policy decision, project approval decision, and prefeasibility study report, investment policy proposal report, feasibility study report or techno-economic report for construction investment;

g/ Draft contract and contract form.

2. Bidding dossiers must not contain conditions that are likely to restrict the participation of investors or to create advantages for one investor or several investors, leading to unfair competition.

3. For a PPP project having mini-projects funded by public investment capital and requiring three-stage design in accordance with the law on construction, the competent agency shall organize the preparation, appraisal and approval of technical designs and cost estimates for such mini-projects in the course of investor selection.

4. Organization of negotiation, exchange of opinions, and finalization of draft bidding dossiers for projects under Article 38 of the PPP Law:

a/ The bid solicitor shall invite shortlisted investors to participate in the negotiation and exchange of opinions on tentative contents of bidding dossiers;

b/ The negotiation and exchange of opinions must not lead to changes in contents of the investment policy decision or project approval decision, except the case of investment policy adjustment or project adjustment under Points a and b, Clause 1, Article 18, and Article 24, of the PPP Law;

c/ The negotiation and opinion exchange results shall be recorded in minutes bearing signatures of a representative of the bid solicitor and participating investors. Such minutes shall be sent directly to the investors.

Article 39. Procedures for appraisal and approval of bidding dossiers

1. Appraisal and approval of a bidding dossier:

a/ The bid solicitor shall submit the draft bidding dossier and relevant documents to the competent agency and concurrently to the investor selection appraisal unit (in case of appraisal);

b/ The competent agency shall approve the bidding dossier without having to appraise it; if appraisal is needed, it must comply with Article 40 of this Decree;

c/ In case the bid solicitor is authorized to approve the bid dossier, it shall organize the appraisal and approval of the bidding dossier under Point b of this Clause.

2. A bidding dossier shall be approved on the basis of the following documents:

a/ The investment policy decision (if any) and the PPP project approval decision;

b/ Results of the negotiation and exchange of opinions on the draft bidding dossier as specified in Clause 4, Article 38 of this Decree;

c/ The prefeasibility study report, investment policy proposal report, feasibility study report, or techno-economic report for construction investment for the PPP project, and relevant documents;

d/ Relevant regulations and policies.

3. In case of necessity, based on practical requirements of a project, the competent agency may decide on the preparation of the bidding dossier based on designs following the basic design and approved cost estimates, but shall ensure it does neither limit competition in the course of investor selection, nor restrict the investor’s right to change or implement designs following the basic design, nor prolong the project implementation period.

Article 40. Dossiers for and contents of the appraisal of bidding dossiers

1. A dossier to be submitted for appraisal and approval of a bidding dossier must comprise:

a/ A request for approval of the bidding dossier;

b/ The draft bidding dossier;

c/ The investment policy decision (if any); and the project approval decision;

d/ Other relevant documents.

2. Contents of the appraisal of a bidding dossier include:

a/ Examination of documents serving as the bases for the preparation of the bidding dossier;

b/ Examination of the conformity of the draft bidding dossier’s contents with the project’s objectives, scale, scope of jobs, and implementation period; assessment of the compliance of the bidding dossier with the PPP law and other relevant laws;

c/ Consideration of opinions that remain divergent (if any) among organizations and individuals participating in the preparation of the bidding dossier;

d/ Other related contents.

3. An appraisal report must include:

a/ Summarized contents of the project and legal bases for the preparation of the bidding dossier;

b/ Comments and opinions of the investor selection appraisal unit on the legal bases, compliance with the PPP law and other relevant laws; agreed or disagreed opinions on the draft bidding dossier’s contents;

c/ Proposals and recommendations of the investor selection appraisal unit on the approval of the bidding dossier; measures for handling cases in which the bidding dossier is found incompliant with the PPP law and other relevant laws; and measures for handling cases in which there are insufficient grounds for the approval of the bidding dossier;

d/ Other opinions (if any).

4. Before finalizing the appraisal report, the investor selection appraisal unit shall, when necessary, hold a meeting between the parties to exchange opinions and resolve matters on which opinions remain divergent on the bidding dossier.

Article 41. Methods and criteria for capacity evaluation

1. The evaluation of investors’ capacity shall be carried out by a pass/fail method based on the evaluation criteria specified in Clause 2 of this Article.

2. Criteria for evaluation of investors’ capacity:

a/ Equity arrangement ability; for a joint-name entity, equity of joint-name investors is equal to the total equity of members of the joint-name entity, provided each member satisfies the requirements corresponding to its contribution to equity under the joint-name agreement. The investor leading the joint-name entity must contribute at least 30% to equity, while each member of the joint-name entity must contribute at least 15% to equity;

b/ Loan mobilization ability; for a joint-name entity, loans of the joint-name investors is equal to the total loans of members of the joint-name entity;

c/ History of disputes, complaints or lawsuits with regard to completed and ongoing projects;

d/ History of cessation or termination (if any) of investment activities of investors in the province or centrally run city where the project is implemented.

3. A bidding dossier may not specify criteria for evaluation of experience in the implementation of similar projects but must set out principles for handling cases in which investors submit documents proving experience in the implementation of similar projects as a basis for comparison and investor ranking under Clause 2, Article 43 of this Decree.

If a specialized law requires investors to have experience in the implementation of similar projects, the bid solicitor and the experts’ team shall specify criteria for evaluation of experience in the implementation of similar projects in the bidding dossier in accordance with the specialized law.

4. Investors specified in Clause 1a, Article 42 of the PPP Law are not required to prove their equity arrangement ability under Point a, Clause 2 of this Article.

5. For projects subject to the selection of domestic investors for which it is needed to promote the use of advanced technologies and techniques or international management experience, the bidding dossier may specify a content allowing domestic investors to partner with foreign contractors to participate in the bidding.

Article 42. Methods and criteria for technical evaluation

1. The technical evaluation shall be carried out by a scoring method specified in Clause 2 of this Article or by a pass/fail method specified in Clause 3 of this Article, on the basis of:

a/ Standards on quality, capacity and efficiency of infrastructure facilities and systems, including: requirements on conformity of technical and technological options proposed by the investor on the basis of the project’s scale, capacity, total investment, and work construction investment period, schedule and phases with master plans approved by competent authorities in accordance with the laws on planning and construction, specialized laws, and relevant laws; and requirements on quality, criteria, standards, technical regulations and norms of infrastructure facilities and systems in accordance with specialized laws and relevant laws;

b/ Standards on plans on organization of operation or commercial operation, warranty and maintenance of infrastructure facilities and systems;

c/ Standards on environment and safety, including: requirements on plans on environmental protection and safety for investors in accordance with the law on environmental protection; and requirements on assessment of adverse environmental impacts and remedies;

d/ Other technical standards (when necessary).

The preparation of bidding dossiers and elaboration of detailed technical evaluation criteria shall be based on the standards specified at this Point and appropriate to each specific project.

For PPP projects with work items funded by public investment capital as specified at Point b, Clause 5, Article 70 of the PPP Law, bidding dossiers must state that investors are responsible for determining work items funded by public investment capital in their bid dossiers.

2. Upon the elaboration of criteria for technical evaluation by a scoring method using a scale of 100 or 1,000 points, a bidding dossier must specify the minimum and maximum scores for each general standard or detailed standard; the minimum score is identified as “pass” but must not be lower than 70% of total technical points, while points for each technical requirement must not be lower than 60% of its maximum points.

3. Upon the elaboration of criteria for technical evaluation by a “pass/fail” method, a bidding dossier must specify the required level for each content. For general evaluation standards, only “pass/fail” criterion may be used. For basic detailed standards within general standards, only “pass/fail” criterion may be used; for non-basic detailed standards within a general standard, an “acceptable” indicator may be used in addition to “pass/fail” criterion but must not exceed 30% of total detailed standards within that general standard.

A general standard is considered “pass” when all basic detailed standards are considered “pass” and non-basic detailed standards are considered “pass” or “acceptable”.

4. This Article is not applicable to projects subject to investor appointment under Clause 3b, Article 42 of the PPP Law.

Article 43. Methods and standards for financial-commercial evaluation

1. The financial-commercial evaluation shall be carried out by a comparison and ranking method as stated in bidding dossiers. A bidding dossier must specify one standard, several standards or a combination of standards on product prices and public service charges; state capital amount as support for the construction of infrastructure facilities and systems; social benefits and state benefits as specified at Points a, b and c, Clause 3, Article 42 of the PPP Law for comparison and ranking of investors that satisfy financial-commercial requirements.

2. After the financial-commercial evaluation, if two or more investors have equal financial-commercial proposals, the investor with more experience in the implementation of similar projects will be ranked first.

3. An investor will be ranked first and recommended for selection when satisfying the following conditions:

a/ Having a valid bid dossier;

b/ Satisfying capacity requirements;

c/ Satisfying technical requirements;

d/ Satisfying financial-commercial requirements;

dd/ Having a financial-commercial proposal in the bid dossier that is not lower than the minimum level and is the highest, or that is not higher than the maximum level and is the lowest, based on evaluation standards in the bidding dossier.

Article 44. Invitation to bid, distribution, modification and clarification of bidding dossiers; extension of the deadline for submitting bid dossiers

1. Invitation to bid:

a/ For projects applying the competitive negotiation method as prescribed in Article 38 of the PPP Law, letters of invitation to bid shall be sent to investors on the shortlist, clearly stating the time and place of distribution of the bidding dossier, bid closing time, and bid opening time;

b/ For projects applying the open bidding method, notices of invitation to bid shall be published according to the provisions of Point b, Clause 1; Point b, Clause 2; and Clause 4, Article 3 of this Decree, and simultaneously sent by the bid solicitor to the investors that have registered their interest in the project, for projects conducting the survey of investor interest as prescribed in Article 20 of this Decree;

c/ For projects falling into case of selection of international investors, notices of invitation to bid shall be published in both English and Vietnamese on the Vietnam National Electronic Procurement System and on the website (if any) of the concerned ministry, central agency, other agency or provincial-level People’s Committee, or in an English-language newspaper published in Vietnam.

2. Distribution of bidding dossiers:

a/ For projects applying the domestic competitive negotiation method as prescribed in Article 38 of the PPP Law, bidding dossiers shall be distributed free of charge to investors on the shortlist;

b/ For projects applying the domestic open bidding method, bidding dossiers shall be distributed free of charge on the Vietnam National Electronic Procurement System. The bid solicitor shall post the complete file of the bidding dossier to the Vietnam National Electronic Procurement System;

c/ For cases of selection of international investors, each investor shall pay an amount equal to the selling price of one set of electronic bidding dossier when submitting the bid dossier.

3. Modification of bidding dossiers:

In case of modification of the bidding dossier after distribution, the modification decision, along with the modified contents of the bidding dossier, shall be sent by the bid solicitor to investors on the shortlist, for projects applying the competitive negotiation method, or posted on the Vietnam National Electronic Procurement System, for projects applying the open bidding method.

4. Clarification of bidding dossiers:

a/ For projects applying the competitive negotiation method as prescribed in Article 38 of the PPP Law, investors shall send a written request to the bid solicitor at least 5 working days (for cases of selection of domestic investors) or 7 working days (for cases of selection of international investors) before the bid closing date for consideration and handling. The clarification of the bidding dossier shall be carried out by the bid solicitor in the form of sending the clarification document to investors on the shortlist;

b/ For projects applying the open bidding method, investors shall send a written request directly to the bid solicitor or through the Vietnam National Electronic Procurement System at least 5 working days (for cases of selection of domestic investors) or 7 working days (for cases of selection of international investors) before the bid closing date for consideration and handling. The clarification of the bidding dossier shall be carried out by the bid solicitor in the form of posting the clarification document on the Vietnam National Electronic Procurement System;

c/ If necessary, the bid solicitor shall organize a pre-bidding conference to discuss the bidding dossier’s contents that are unclear to investors. The contents of the discussion shall be recorded in a minutes by the bid solicitor and compiled into a document clarifying the bidding dossier. The clarification document shall be sent to investors on the shortlist, for the projects specified at Point a of this Clause, or posted on the Vietnam National Electronic Procurement System, for the projects specified at Point b of this Clause;

d/ The content of the clarification of the bidding dossier must not contradict the content of the approved bidding dossier. If the clarification of the bidding dossier requires modification of the bidding dossier, the modification must comply with Clause 3 of this Article.

5. The decision amending and the document clarifying the bidding dossier constitute part of the bidding dossier.

6. Extension of the deadline for submitting bid dossiers:

a/ For projects applying the competitive negotiation method, the bid solicitor shall send a notice of extension, along with the extension decision, to investors on the shortlist;

b/ For projects applying the open bidding method, the bid solicitor shall post the notice of extension along with the extension decision on the Vietnam National Electronic Procurement System;

c/ The extension notice must state the reason for the extension and the new bid closing time.

Article 45. Preparation, submission, receipt, management, modification, replacement and withdrawal of bid dossiers

1. Investors shall prepare and submit bid dossiers as required in the bidding dossier. Bid dossiers, including technical proposals and financial-commercial proposals, shall be sealed and submitted simultaneously to the bid solicitor before the bid closing time as required in the bidding dossier according to Clause 1, Article 38 of this Decree.

2. The bid solicitor shall receive bid dossiers submitted by all investors before the bid closing time and manage the submitted bid dossiers under the regime of management of classified documents until the investor selection results are publicized; in all cases, the bid solicitor may not disclose information in the bid dossiers of investors participating in the bidding, except information made public upon bid opening.

3. When wishing to modify, replace or withdraw the submitted bid dossier, an investor shall send a written request to the bid solicitor. The bid solicitor shall only approve the modification, replacement or withdrawal of the bid dossier if receiving the request before the bid closing time.

4. Bid dossiers or other materials submitted by investors to the bid solicitor after the bid closing time shall not be opened and be deemed invalid and rejected, except documents clarifying bid dossiers at the request of the bid solicitor or documents clarifying or supplementing bid dossiers submitted by investors at their own will to prove their eligibility and capacity.

Article 46. Principles for evaluation of bid dossiers

1. The evaluation of bid dossiers shall be based on the methods and criteria for evaluating bid dossiers and other requirements stipulated in the bidding dossier, submitted bid dossiers, and documents explaining or clarifying bid dossiers submitted by investors so as to select an investor with sufficient capacity and feasible technical and financial-commercial plans to implement the project.

2. The evaluation shall be conducted on copies; investors shall be held responsible for the consistency between originals and copies. In case of minor discrepancies between originals and copies that do not alter the ranking of investors, originals shall be used for evaluation. In case of serious discrepancies between originals and copies, resulting in a difference between the result of evaluation on originals and the result of evaluation on copies, thus altering the ranking of investors, the bid dossier of the concerned investor will be disqualified.

3. When evaluating a bid dossier, the bid solicitor shall examine the technical and financial-commercial plans of the bid dossier to determine whether there are no discrepancies, imposed conditions or omissions of essential information in the bid dossier, in which:

a/ Discrepancies are differences compared to the requirements stipulated in the bidding dossier; imposed conditions are conditions restricting, or reflecting the complete rejection of, the requirements stated in the bidding dossier; omissions of essential information refers to the investor’s failure to provide part or the whole of the information or documents required in the bidding dossier;

b/ Provided the bid dossier meets the basic requirements stipulated in the bidding dossier, the bid solicitor may accept errors other than discrepancies, imposed conditions or omissions of essential information in the bid dossier;

c/ Provided the bid dossier meets the basic requirements of the bidding dossier, the bid solicitor may request the investor to provide necessary information or documents within a reasonable time limit to correct non-serious inconsistencies or discrepancies in the bid dossier with regard to documentation requirements. The request for provision of information and documents to correct these errors must not affect the investor’s technical proposals or financial-commercial proposals. If the investor fails to meet the bid solicitor’s requirements, its/his/her bid dossier will be disqualified.

Article 47. Principles for clarifying bid dossiers

1. After bid opening, if an investor’s bid dossier lacks documents proving eligibility, financial statements or documents proving capacity, the bid solicitor shall request the investor to clarify and supplement documents to prove its/his/her eligibility and capacity. The investor shall clarify its/his/her bid dossier when requested by the bid solicitor.

2. After bid closing, if an investor detects that its/his/her bid dossier lacks information or documents proving eligibility and capacity that is/are available but has/have not been submitted together with the bid dossier, the investor may send supplementary information and documents for clarification. The bid solicitor shall receive these supplementary information and documents. These documents shall be considered part of the bid dossier.

3. The clarification of information relating to eligibility and capacity must not alter the nature of the eligibility and capacity of investors participating in the bidding. The clarification of information relating to technical proposals or financial-commercial proposals in investors’ bid dossiers must not alter the corresponding proposals in the submitted bid dossiers.

4. Clarification shall only be conducted between the bid solicitor and the investor whose bid dossier needs clarification. The clarification of a bid dossier shall be recorded in a document which shall be kept by the bid solicitor as part of the bid dossier.

Article 48. Opening of bid dossiers

1. The opening of bid dossiers shall be conducted publicly and start within 2 hours from the bid closing time. The bid solicitor shall only open bid dossiers received before the bid closing time as stipulated in the bidding dossier, in the presence of representatives of investors attending the bid opening ceremony, regardless of the presence or absence of investors.

2. The bid solicitor shall check the seal and open each bid dossier in the alphabetical order of the investor’s name, and read aloud the following information:

a/ Name of the investor;

b/ Number of sets of originals and number of sets of copies of the bid dossier;

c/ Financial-commercial value proposed by the investor in the bid application form;

d/ Proposed increase or decrease (if any) in the value specified at Point c of this Clause;

dd/ Validity period of the bid dossier;

e/ Value and validity of the bid security;

g/ Other related information (if any);

3. The bid opening minutes, including the information specified in Clause 2 of this Article, shall be signed for certification by the representatives of the bid solicitor and investors attending the bid opening ceremony, and sent to all investors participating in the bidding.

4. The representative of the bid solicitor shall sign for certification in the original bid application form, the power of attorney of the investor’s legal representative (if any); the joint-name agreement (if any); the bid security document; and other important documents of each bid dossier.

Article 49. Evaluation of bid dossiers

1. Checking the validity of a bid dossier, specifically as follows:

a/ Checking the number of sets of originals and sets of copies of the bid dossier;

b/ Checking the components of the bid dossier, including: bid application form, joint-name agreement (if any), power of attorney to undersign the bid application form (if any); bid security document; documents proving the legal status of the person undersigning the bid application form (if any); document proving the eligibility and capacity of the investor; technical proposals; financial-commercial proposals; and other components of the bid dossier;

c/ Examining the consistency of content between the set of originals and the set of copies to facilitate the evaluation of the bid dossier.

2. Evaluation of the validity of a bid dossier:

A bid dossier shall be considered valid when the following requirements are fully met:

a/ The bid dossier contains sufficient sets of originals;

b/ The bid dossier includes a valid bid application form, signed and sealed (if any) by the legal representative of the investor as required by the bidding dossier. For joint-name investors, the bid application form shall be signed and sealed (if any) by the legal representative of each member of the joint-name entity or by a member assigned to represent the joint-name entity as stated in the joint-name agreement;

c/ The validity of the bid dossier meets the requirements stipulated in the bidding dossier;

d/ The value of the financial-commercial proposal stated in the bid application form must be specific and fixed in both numbers and words; the financial-commercial proposal must not offer different values and must be consistent with the investor’s financial plan; and must not offer different values ​​for the same item or be accompanied by other conditions that cause disadvantages to the competent agency or the bid solicitor;

dd/ The bid dossier contains a valid bid security document;

e/ The bid dossier contains a valid joint-name agreement, in case of a joint-name entity;

g/ The investor’s name does not appear in two or more bid dossiers as an independent investor or as a member of a joint-name entity;

h/ The investor is not currently prohibited from participating in PPP investment activities according to the PPP law, and is not currently prohibited from participating in bidding according to the bidding law;

i/ The investor has eligibility according to Article 29 of the PPP Law.

Investors with valid bid dossiers shall undergo a detailed capacity evaluation as prescribed in Clause 3 of this Article.

3. Capacity evaluation:

The capacity evaluation shall be conducted according to the method and standards specified in the bidding dossier.

4. Investors with valid bid dossiers that meet the capacity requirements shall undergo a detailed technical evaluation as prescribed in Clause 5 of this Article.

5. Detailed technical evaluation:

a/ The detailed technical evaluation shall be conducted according to the method and standards specified in the bidding dossier;

b/ The competent agency or the bid solicitor (if authorized) shall approve the list of investors meeting the technical requirements;

c/ The bid solicitor shall notify all participating investors of the list of investors specified at Point b of this Clause.

6. Detailed financial-commercial evaluation:

a/ The bid solicitor shall conduct a detailed financial-commercial evaluation of the bid dossiers of the investors on the list specified at Point b, Clause 5 of this Article;

b/ The detailed financial-commercial evaluation and ranking of investors shall be carried out according to the evaluation method and standards specified in the bidding dossier.

7. After evaluating bid dossiers, the experts’ team shall prepare and submit a report to the bid solicitor. The bid dossier evaluation report must clearly state the following contents:

a/ Ranking of investors;

b/ List of investors that do not meet the requirements and are disqualified; reasons for disqualification;

c/ Comments on the competitiveness, fairness, transparency and economic efficiency of the investor selection process. If competitiveness, fairness, transparency and economic efficiency are not ensured, the reasons must be clearly stated and solutions proposed.

Article 50. Submission, appraisal and approval of investor selection results

1. The bid solicitor shall submit the investor selection results to the competent agency and simultaneously send to the investor selection appraisal unit a dossier for appraisal of the investor selection results, comprising:

a/ A request for approval of the investor selection results;

b/ A bid dossier evaluation report;

c/ Copies of the bidding dossier, bid closing and bid opening minutes, bid dossiers of investors, and other relevant necessary documents.

2. The investor selection appraisal unit shall appraise the investor selection results in accordance with Article 51 of this Decree before approval.

3. The competent agency shall approve the investor selection results based on the request for approval and the appraisal report on the investor selection results.

4. In case an investor is selected as the winning bidder, the document approving the investor selection results must include the following contents:

a/ Name, location and scale of the project;

b/ Name of the bid-winning investor;

c/ Type of contract;

d/ Proposed financial-commercial value of the selected investor;

dd/ Other contents (if any).

5. In case of cancellation of bidding as prescribed at Point a, Clause 1, Article 34 of the PPP Law, the bidding cancellation document must clearly state the reason for cancellation and the responsibilities of related parties when the bidding is canceled.

6. For PPP projects using state capital:

a/ Based on the investment policy decision, project approval decision, decision approving the investor selection results, and medium-term public investment plan, public investment capital used for the PPP project shall be included in the annual public investment plan;

b/ Based on the investment policy decision, project approval decision and decision approving the investor selection results, the contracting agency shall make annual budget estimates for recurrent expenditure funds and lawful revenue sources for recurrent expenditures of state agencies and public non-business units to pay the investor and PPP project enterprise in accordance with the law on the state budget.

Article 51. Content of appraisal of investor selection results

1. The appraisal must cover:

a/ Checking the documents that are the bases for organizing the investor selection;

b/ Examining the evaluation of bid dossiers by the experts’ team against the evaluation requirements, method and standards stipulated in the bidding dossier; and compliance with the PPP law and other relevant laws during the bid dossier evaluation process;

c/ Considering divergent opinions (if any) between the bid solicitor and the experts’ team; and between individuals within the experts’ team;

d/ Other related contents.

2. The appraisal report includes:

a/ An overview of the project and the legal bases for organizing the investor selection;

b/ A summary of the implementation process and the proposal of the agency submitting the investor selection results for approval;

c/ Synthesized opinions of related agencies and units (if any);

d/ Comments and opinions of the investor selection appraisal unit on the contents specified in Clause 1 of this Article; on satisfaction of the objectives of ensuring competition, fairness, transparency, economic efficiency and accountability in the investor selection process; opinions agreeing or disagreeing with the investor selection results;

dd/ Proposals and recommendations of the investor selection appraisal unit regarding the approval of the investor selection results; proposed solutions in case of detecting non-compliance with the PPP law during the evaluation process; recommendations of solutions in case there are insufficient bases to conclude on the evaluation results;

e/ Other opinions (if any).

Article 52. Publicization of investor selection results

1. The bid solicitor shall post information on the investor selection results as prescribed at Point b, Clause 1, and Point c, Clause 2, Article 3 of this Decree.

2. The bid solicitor shall send a written notice of investor selection results to all participating investors within the time limit specified at Point c, Clause 2, Article 3 of this Decree. The notice of investor selection results must have the following contents:

a/ The information specified in Clause 4, Article 50 of this Decree;

b/ A list of investors not selected and a brief of the reasons for not selecting each investor;

c/ A plan on negotiating, finalizing and signing the contract with the selected investor.

Article 53. Contract negotiation and finalization

1. Based on the investor selection results, the bid-winning investor shall be invited to negotiate and finalize the contract. If the investor fails to negotiate and finalize the contract, its/his/her bid security shall not be refunded, except in cases of force majeure as prescribed by law.

2. The negotiation and finalization of the contract shall be based on:

a/ The decision approving the investor selection results;

b/ The bid dossier evaluation report;

c/ The investor’s bid dossier and documents modifying or clarifying the bid dossier (if any);

d/ The bidding dossier and documents modifying or clarifying the bidding dossier (if any).

3. Principles for contract negotiation and finalization:

a/ The negotiation and finalization of the contract shall not be conducted for items for which the investor has offered bids in accordance with the requirements stipulated in the bidding dossier;

b/ The negotiation and finalization of the contract must not alter the main contents of the bid dossier.

4. Contents of contract negotiation and finalization:

a/ Negotiating and finalizing contents in the bid dossier that are not detailed enough, unclear or inconsistent, or inconsistencies between the bidding dossier and the bid dossier, or between different contents in the bid dossier that may lead to disputes or affect the rights, obligations and responsibilities of the contracting parties during the process of contract performance;

b/ Negotiating to determine the percentage threshold for sharing revenue increases; and the percentage threshold for sharing revenue reductions with the investor and project enterprise (if any);

c/ Negotiating on issues arising during the investor selection process (if any) with the aim of finalizing the detailed contents of the contract;

d/ Negotiating on contents related to the project in order to have grounds for establishing the contractual terms on rights, obligations and responsibilities;

dd/ Other necessary contents.

5. The investor may not change, withdraw, or refuse to implement, the main contents of the bid dossier that has been evaluated by the bid solicitor as meeting the requirements of the bidding dossier, unless the changes proposed by the investor bring greater efficiency to the project.

6. In case the negotiation and finalization of the contract fail, the bid solicitor shall report thereon to the competent agency for the latter to consider and decide to cancel the investor selection results and invite the next-ranked investor to negotiate and finalize the contract. If the negotiation and finalization of the contract with the subsequent investor(s) are successful, the bid solicitor shall submit, appraise, approve and disclose the investor selection results in accordance with Articles 50, 51 and 52 of this Decree.

7. In case the negotiation and finalization of the contract with the subsequent investor(s) fail, the bid solicitor shall report thereon to the competent agency for the latter to consider and decide to cancel the bidding in accordance with Point a, Clause 1, Article 34 of the PPP Law.

Article 54. Signing, and publicization of information on, PPP project contracts

1. PPP project contracts shall be signed between the parties in accordance with Articles 46, 47, 48 and 49 of the PPP Law and Article 62 of this Decree.

2. For a PPP project with a mini-project using public investment capital, in addition to the provisions of Clause 1 of this Article, the PPP project contract shall be signed based on the approved technical design and cost estimate of that mini-project.

3. The contracting agency shall publicize information on the project contract on the Vietnam National Electronic Procurement System in accordance with Point c, Clause 1, and Point d, Clause 2, Article 3 of this Decree. The to-be-publicized information includes:

a/ Project name; contract code, time of signing the contract;

b/ Name and address of the competent agency; contracting agency;

c/ Name and address of the investor; name and address of the established PPP project enterprise (if any);

d/ Project implementation location and land area used;

dd/ Total investment; structure of funding sources of the project; state capital in the PPP project (if any); portion paid to the state budget or contract performance time in the PPP project (if any); product prices and public service charges, form and location of collection of payments for products and public services (if any); and contents on revenue sharing (if any);

e/ Type of contract, contract term, expected time of handover of the project’s works (if any);

g/ Other necessary information.

4. In case of modifying the contract and signing a contract annex, resulting in changes to the information specified in Clause 3 of this Article, the contracting agency shall update the information on the Vietnam National Electronic Procurement System within 5 days from the date of signing the contract annex.

5. It is encouraged to publish the information specified in Clause 3 of this Article on the websites of ministries, central agencies, other agencies and provincial-level People’s Committees or other mass media.

Section 3

APPOINTMENT OF INVESTORS

Article 55. Projects applying the investor appointment method

1. Projects applying the investor appointment method are specified in Clause 1, Article 39 of the PPP Law.

2. Projects that need progress acceleration or that help promote socio-economic development and ensure national interests, proposed by the investor and approved by the competent agency as prescribed at Point dd, Clause 1, Article 39 of the PPP Law, including:

a/ Projects that need to be implemented to prevent, immediately remedy, or promptly address the consequences caused by disasters, fires, accidents, incidents, catastrophes or other force majeure events;

b/ National important projects applying the investor appointment method under resolutions of the National Assembly;

c/ Railway projects as prescribed by the railway law;

d/ Projects subject to investor appointment as prescribed by specialized laws;

dd/ Projects on construction of infrastructure facilities or systems that need progress acceleration to serve national- and provincial-level celebrations and events;

e/ Other cases that need to apply the investor appointment method to meet project progress, quality and investment efficiency requirements;

g/ Projects proposed by investors that do not use state capital.

Article 56. Investor appointment process

1. Investor appointment process:

a/ The ordinary process shall be applied to the following projects: projects subject to requirements regarding assurance of national defense and national security, and protection of state secrets specified at Point a, Clause 1, Article 39 of the PPP law (except the cases specified at Point b of this Clause); projects in need of further investor selection for which digital infrastructure and digital platforms have been previously deployed in order to ensure technical compatibility, synchronization and connectivity as prescribed at Point d, Clause 1, Article 39 of the PPP Law (except the cases specified at Point b of this Clause); and projects using state capital that need progress acceleration or that help promote socio-economic development and ensure national interests, proposed by investors and approved by competent agencies under Point dd, Clause 1, Article 39 of the PPP Law and Clause 2, Article 55 of this Decree.

b/ The fast-track process shall be applied to the projects specified at Points a, d and dd, Clause 1, Article 39 of the PPP Law that are proposed by investors and do not use state capital, and projects of which the investors own or have the right to use strategic technologies as prescribed at Point c, Clause 1, Article 39 of the PPP Law.

2. The ordinary investor appointment process as prescribed at Point a, Clause 1 of this Article shall be carried out as follows:

a/ Preparing the dossier of requirements:

Based on the project approval decision, the bid solicitor shall prepare the dossier of requirements, having the contents specified in Clauses 1 and 2, Article 38 of this Decree, but excluding the content requiring the investor to provide bid security. For projects proposed by investors, the dossier of requirements does not include technical evaluation criteria.

The competent agency or the bid solicitor (in case the bid solicitor is authorized to approve the dossier of requirements) is not required to appraise the dossier of requirements; when it is necessary to appraise the dossier of requirements, the appraisal shall be conducted in accordance with Article 40 of this Decree.

b/ Approving the dossier of requirements:

The competent agency or the bid solicitor shall approve the dossier of requirements, identifying the investor proposed for appointment, and send the dossier to the investor.

c/ Preparing and submitting the dossier of proposals:

The investor proposed for appointment shall prepare and submit a dossier of proposals in accordance with the requirements of the dossier of requirements.

d/ Evaluating the dossier of proposals:

The bid solicitor shall evaluate the dossier of proposals according to the evaluation method and criteria specified in the dossier of requirements. For projects proposed by the investor, the investor’s proposals shall be evaluated by the pass or fail method, based on the criteria of capacity and financial-commercial aspects.

During the process of evaluating the dossier of proposals, the investor may clarify, modify or supplement the dossier of proposals.

dd/ Appraising, approving and publicizing the investor appointment results:

The competent agency is not required to appraise the investor selection results; if appraisal is necessary, it shall be conducted in accordance with Article 51 of this Decree.

The approval of investor appointment results must comply with Article 50 of this Decree, without requiring approval of the list of investors meeting technical requirements or ranking of investors.

The publicization of the investor appointment results must comply with Article 52 of this Decree.

e/ Negotiating, finalizing, signing and publicizing the PPP project contract:

The competent agency, the bid solicitor and the investor shall negotiate, finalize, sign, and publicize information on, the PPP project contract in accordance with Articles 53 and 54 of this Decree.

In case the negotiation and finalization of the contract with the investor fail, the bid solicitor shall report thereon to the competent agency for the latter to consider and decide to cancel the bidding according to Point a, Clause 1, Article 34 of the PPP Law.

3. The fast-track investor appointment process specified at Point b, Clause 1 of this Article shall be conducted as follows:

a/ After obtaining the project approval decision and the investor appointment results, and the draft contract as prescribed in Clause 7, Article 27 of this Decree, the bid solicitor shall formulate requirements regarding capacity and financial-commercial aspects;

b/ Based on the requirements regarding capacity and financial-commercial aspects, the bid solicitor shall organize negotiation and finalize the contract as follows: updating information on the investor’s eligibility, ability to arrange equity, and ability to borrow loans; the investor’s financial-commercial proposal (product prices or public service charge rates; state capital for construction of infrastructure facilities and systems; value of payment to the state budget or contract term, requirements for assurance of progress, quality and investment efficiency of the PPP project); determining the threshold for sharing revenue increases or decreases with the investor and project enterprise (if any); rights, obligations and responsibilities of the contracting parties in implementing the project’s contents; and other necessary contents (if any).

4. When necessary to select a substitute investor as prescribed at Clause b, Point 1, Article 39 of the PPP Law, the investor appointment process shall be carried out as follows:

a/ The contracting agency shall coordinate with the lender to identify the substitute investor;

b/ The contracting agency, the lender, and the substituted investor (if any) shall negotiate with the substitute investor regarding the takeover of rights, obligations and responsibilities under the project contract and other necessary contents to ensure the continuity of the provision of products and public services;

c/ The contracting agency and the substitute investor shall finalize and sign the contract to continue implementing the project.

If the negotiation fails, the provisions of Clause 5, Article 64 of this Decree shall apply.

Section 4

INVESTOR SELECTION IN SPECIAL CASES

Article 57. Projects applying investor selection in special cases

Projects applying investor selection in special cases prescribed in Clause 1, Article 40 of the PPP Law include:

1. Projects subject to the requirements on assurance of national interests or performance of national political tasks prescribed at Point a, Clause 1, Article 40 of the PPP Law, that are projects implemented according to directions in resolutions, conclusions or guiding documents of the Party Central Committee, the Political Bureau, the Secretariat or key leaders of the Party and the State.

2. Projects prescribed at Point b, Clause 1, Article 40 of the PPP Law, that are projects in strategic fields, and key development investment projects of national importance in the field of science, technology and innovation to be implemented in the form of order placement or task assignment.

3. Projects subject to specific requirements on investment procedures and investor selection or subject to specific conditions prescribed at Point c, Clause 1, Article 40 of the PPP Law include:

a/ Projects with urgent requirements subject to immediate implementation to meet the schedule requirements as directed in resolutions of the Government; decisions, directives and notices of opinions of the Government’s leaders; resolutions of the Executive Boards of the Party Committees of provinces and centrally run cities; notices of opinions and conclusions of the Standing Boards of the Party Committees of provinces and centrally run cities; and resolutions of provincial-level People’s Councils;

b/ Projects requiring immediate implementation to ensure the connection and synchronicity of technical infrastructure among works of the projects as directed in resolutions of the National Assembly and the Government; decisions, directives and notices of opinions of the Government’s leaders to meet requirements for synchronous and continuous management, exploitation and operation efficiency;

c/ Nuclear power plant construction projects as prescribed in the law on atomic energy;

d/ Projects in sectors or fields serving social order and safety assurance as prescribed in the law on public investment;

dd/ Offshore wind power projects prescribed in the law on electricity that cannot be implemented if applying the forms of investor selection prescribed in Articles 37, 38 and 39 of the PPP Law;

e/ Projects with other specific conditions that cannot be implemented if applying the forms of investor selection prescribed in Articles 37, 38 and 39 of the PPP Law.

Article 58. Process and procedures for investor selection in special cases

1. For a project subject to investment policy decision:

a/ In the course of preparing a prefeasibility study report or investment policy proposal report, the project preparation unit or the project-proposing investor shall propose the application of investor selection in special cases specified in Article 57 of this Decree and propose the investor to implement the project (if any);

b/ For a project subject to investment policy decision by the National Assembly, the Prime Minister or a provincial-level People’s Council, after the investment policy is decided, the competent agency shall assign a subordinate/attached agency, organization or unit (below referred to as the specialized agency) to review and evaluate the investor’s financial capacity and conditions for project implementation based on the approved investment policy. Evaluation contents are prescribed at Point d of this Clause. Based on the specialized agency’s evaluation report, the competent agency shall decide on the investor selected in special cases;

c/ For a project subject to investment policy decision by a minister, the head of a central agency or other agency or a provincial-level People’s Committee, the competent agency shall assign the PPP project appraisal unit to review and evaluate the investor’s financial capacity and conditions for project implementation under Point d of this Clause in the course of appraising the prefeasibility study report or investment policy proposal report. The minister, the head of the central agency or other agency or the provincial-level People’s Committee shall decide on the investment policy and concurrently approve the investor selected in special cases;

d/ The review of the investor’s financial capacity and conditions for project implementation specified at Point b or c of this Clause covers the following contents: the ability to arrange equity and borrow loans as prescribed at Points a and b, Clause 2, Article 41 of this Decree; the ability to deploy the construction, operation, commercial operation, exploitation and management plan according to the project’s investment policy, the satisfaction of the requirements on progress, quality, investment efficiency or other specific conditions of the project and other requirements determined by the competent agency;

dd/ The selected investor shall prepare the feasibility study report or economic-technical report for construction investment accompanied by a capacity profile and a draft contract. The competent agency shall appraise the feasibility study report and approve the project together with the draft contract.

2. For a project not subject to investment policy decision:

a/ In the course of preparing a feasibility study report or economic-technical report for construction investment, the project preparation unit or the project-proposing investor shall propose the application of investor selection in special cases specified in Article 57 of this Decree and propose the investor to implement the project (if any), accompanied by a draft contract;

b/ The competent agency shall assign the PPP project appraisal unit to review and evaluate the investor’s financial capacity and conditions for project implementation as prescribed at Point d, Clause 1 of this Article in the course of appraising the feasibility study report or economic-technical report for construction investment;

c/ The competent agency shall approve the project and concurrently approve the investor selected in special cases and the draft contract.

3. Based on the project approval decision and the draft contract prescribed in Clause 1 or 2 of this Article, the bid solicitor shall negotiate and finalize the contract with the selected investor, specifically as follows:

a/ Negotiating the investor’s financial-commercial proposals, including product prices and public service charge rates; state capital for the construction of infrastructure facilities and systems; value of payment to the state budget or term of contract, and satisfaction of the requirements on schedule, quality and investment efficiency of the PPP project;

b/ Negotiating to determine the threshold for sharing revenue increases or decreases with the investor or the project enterprise (if any);

c/ Negotiating the project-related contents to establish terms on rights, obligations and responsibilities in the contract;

d/ Other necessary contents (if any).

4. Based on the results of contract negotiation and finalization, the PPP project contract with the investor or project enterprise (if any) shall be signed under Article 53 of this Decree. If the contract negotiation and finalization with the investor fail, the bid solicitor shall report thereon to the competent agency for the latter to consider and decide on bid cancellation under Point a, Clause 1, Article 34 of the PPP Law.

5. For the projects prescribed in Clause 1, and at Points a and b, Clause 3, Article 57 of this Decree, in the project approval decisions, competent agencies may assign the investors to organize the construction of works of the PPP projects concurrently with the process of negotiation, finalization and signing of the contracts.

6. For a project for which investment policy has been decided or which has been approved by the competent authority but specific conditions prescribed in Article 57 of this Decree arise, the competent agency shall decide to apply investor selection in special cases and approve the selected investor according to the procedures prescribed at Point b, Clause 1 of this Article.

7. In case the process and procedures prescribed in Clauses 1 thru 6 of this Article are applied but fail to meet the project implementation requirements, the project preparation unit shall, in the course of project preparation, formulate an investor selection plan in special cases and submit it to the competent authority or the competent agency for approval in the investment policy decision or project approval decision, ensuring the selection of a capable investor to implement the PPP project, meeting schedule, quality and efficiency requirements.

Section 5

SETTLEMENT OF PETITIONS ABOUT INVESTOR SELECTION

Article 59. Conditions for consideration and settlement of petitions

1. To be eligible for consideration and settlement, a petition about matters arising before the investor selection result is notified must fully satisfy the following conditions:

a/ In case the petition is related to the contents of the bidding dossier, it must be made by an agency or organization expressing interest in the project; in case the petition is related to other matters about investor selection organization, it must be made by an investor participating in the bidding;

b/ The petition shall be signed and sealed (if any) by the legal representative of the petition-filing investor, agency or organization or digitally signed via an account and sent on the Vietnam National Electronic Procurement System according to a roadmap for online investor selection;

c/ The investor shall file the petition to the bid solicitor or the competent agency within the time limit specified in Clause 1, Article 60 of this Decree.

2. To be eligible for consideration and settlement, a petition about the investor selection result must fully satisfy the following conditions:

a/ The petition must be made by the investor participating in the bidding;

b/ The petition shall be signed and sealed (if any) by the legal representative of the investor participating in the bidding or digitally signed via an account and sent on the Vietnam National Electronic Procurement System according to a roadmap for online investor selection;

c/ The investor concerned has yet to initiate a lawsuit or file a complaint or denunciation about the matter stated in the petition;

d/ The petition is related to the result of evaluation of the bid dossier;

dd/ The petition-filing investor shall pay expenses for petition settlement to the standing division assisting the chairperson of the petition settlement council (below referred to the standing division). Within 3 working days after receiving the investor’s petition, the standing division shall send the investor a notice of the expense for petition settlement and the method of payment. The investor shall pay such expense within 2 working days after receiving the standing division’s notice. If failing to pay such expense, the investor shall be considered not satisfying the conditions for petition consideration and settlement.

The payable expense level is equal to 0.02% of the petition-filing investor’s total investment in the project, which must be between VND 20,000,000 and VND 200,000,000;

e/ The investor shall file the petition to the competent agency or the standing division within the time limit specified in Clause 2, Article 60 of this Decree.

3. In case the petition of an investor, agency or organization does not satisfy the conditions specified in Clauses 1 and 2 of this Article, the person in charge of settlement of the petition shall notify in writing the refusal of consideration and settlement of the petition to the investor, agency or organization.

Article 60. Procedures for petition settlement

1. A petition about matters arising before the investor selection result is notified shall be settled according to the following procedures:

a/ The investor, agency or organization files the petition about the bidding dossier to the bid solicitor before the bid closing time. The investor sends its/his/her petition related to other matters about investor selection organization to the bid solicitor before the investor selection result is notified;

b/ The bid solicitor shall issue a petition settlement decision to the investor, agency or organization within 7 working days after receiving the petition;

c/ In case the bid solicitor has yet to issue a petition settlement decision or the investor, agency or organization disagrees with the petition settlement result, the investor, agency or organization may file a petition to the competent agency within 5 working days from the deadline for petition settlement or after receiving the petition settlement decision from the bid solicitor;

d/ The competent agency shall send  a petition settlement decision to the investor, agency or organization within 7 working days after receiving the petition.

2. A petition about the investor selection result shall be settled according to the following procedures:

a/ The investor files the petition to the bid solicitor within 10 days after the investor selection result is posted on the Vietnam National Electronic Procurement System;

b/ The bid solicitor shall send a petition settlement decision to the investor within 7 working days after receiving the investor’s petition;

c/ In case the investor disagrees with the petition settlement result or, past the time limit specified at Point b of this Clause, if the bid solicitor does not issue a petition settlement decision, the investor may file a petition to the standing division specified in Clause 1, Article 61 of this Decree within 5 working days from the deadline for petition settlement or after receiving the petition from the investor;

d/ The petition settlement council shall consider the investor’s petition within 20 days after receiving it and report it to the competent agency for consideration and decision;

dd/ The competent agency shall issue a petition settlement decision within 5 working days after receiving the report of petition settlement council;

e/ In case of necessity, the petition settlement council shall report to the competent agency for consideration the suspension of the signing and performance of the contract. If approving the petition settlement council’s proposal, the competent agency shall, within 5 working days after receiving the council’s report, send to the bid solicitor a notice of suspension of the signing and performance of the contract, clearly stating the suspension period.

3. The petition settlement decision shall be sent to the petition-filing investor, agency or organization within 5 working days after the bid solicitor or the competent agency issues the petition settlement decision. A petition settlement decision must contain the conclusion on the contents of the investor’s petition, specifically as follows:

a/ In case the petition is concluded to be grounded, the petition settlement decision must clearly state the measures, methods and time limit to remedy consequences (if any);

b/ In case the investor’s petition is concluded to be groundless, the reply must clearly state the reason.

4. If disagreeing with the petition settlement decision of the bid solicitor, competent agency or petition settlement council, the investor may initiate a lawsuit at court.

5. Investors may withdraw their petitions during the course of petition settlement. A written request for the withdrawal of the petition shall be signed and sealed (if any) by the legal representative of the investor or the person undersigning the bid application form.

Article 61. Composition, responsibilities and operation of petition settlement councils

1. Petition settlement council and its standing division:

a/ The petition settlement council established by the Minister of Finance shall settle petitions at the request of the Prime Minister;

b/ Petition settlement councils established by ministers or heads of central agencies or other agencies shall settle petitions regarding projects for which respective ministries, central agencies or other agencies act as competent agencies. The agencies or units assigned to manage bidding activities of ministries, central agencies or other agencies shall act as the standing divisions of the councils;

c/ Petition settlement councils established by chairpersons of provincial-level People’s Committees shall settle petitions for projects for which provincial-level People’s Committees act as competent agencies; provincial-level Departments of Finance shall act the standing divisions of the councils;

d/ Petition settlement councils established by the competent agencies specified in Clause 2, Article 6 of this Decree shall settle petitions for projects for which these agencies act as competent agencies. The subordinate or attached agencies, organizations or units of competent agencies shall act as the standing divisions of the councils.

2. Composition of petition settlement councils:

a/ A petition settlement council shall be composed of a chairperson, vice chairperson (if necessary), the standing division, representatives of related agencies and representatives of professional associations, experts and scientists (if any);

b/ The chairperson of the petition settlement council specified at Point a, Clause 1 of this Article is a representative of the Ministry of Finance. Chairpersons of the petition settlement councils specified at Point b, Clause 1 of this Article are representatives of agencies, organizations or units assigned to manage bidding activities of these agencies, organizations or units. Chairpersons of the petition settlement councils specified at Point c, Clause 1 of this Article are representatives of provincial-level Departments of Finance. Chairpersons of the petition settlement councils specified at Point d, Clause 1 of this Article are the heads of the competent agencies specified in Clause 2, Article 6 of this Decree;

c/ Members of a petition settlement council must not be persons having family relationships specified in the Law on Enterprises with the person undersigning the petition, members of the experts’ group and investor selection appraisal unit, and the person signing the decision to approve the investor selection result.

3. Operation of a petition settlement council:

a/ The petition settlement council shall be established within 5 working days after the standing division receives the petition filed by the investor under Point c, Clause 2, Article 60 of this Decree;

b/ The petition settlement council shall operate on a case-by-case basis, work on a collegial basis under the direction of the council’s chairperson and make decision by majority. Members may reserve their opinions and shall take responsibility before law for their opinions;

c/ The petition settlement council may request the investor, the bid solicitor, and related individuals, agencies, organizations and units to provide information on the project and other relevant information to perform its tasks;

d/ The petition settlement council shall self-dissolve upon accomplishment of its duties.

Chapter IV

PPP PROJECT CONTRACTS

Article 62. Fundamental contents of PPP project contracts 

1. A PPP project contract must have the following fundamental contents:

a/ Objectives, scale, location and schedule of the project; duration of construction of infrastructure facilities and systems; effective date and term of the contract;

b/ Scope and requirements on technique, technology and quality of infrastructure facilities and systems, and to-be-provided products and public services;

c/ Total investment; structure of funding sources; financial option, including a financial arrangement plan; product prices and public service charge rates, including method and formula for formulating or adjusting them; state capital amount in the project and corresponding form of management and use thereof (if any);

d/ Conditions on use of land and other natural resources; plan on construction of auxiliary works; requirements on compensation, support and resettlement; assurance of safety and environmental protection; force majeure events and plans on response to such events;

dd/ Responsibility to carry out license application procedures in accordance with relevant laws; designing; organization of construction; inspection, supervision and quality management in the stage of construction; pre-acceptance testing and account-finalization of investment capital and certification of completion of infrastructure facilities and systems; supply of main input materials for production and business activities of the project;

e/ Responsibility to run and commercially operate infrastructure facilities and systems so that products and public services are provided in a continuous and stable manner; conditions, order and procedures for transfer of infrastructure facilities and systems;

g/ Contract performance security; ownership and rights to manage and exploit assets related to the project; rights and obligations of the investor and PPP project enterprise; agreement on use of third-party guarantee services for obligations of the contracting agency;

h/ Solutions in case of basic changes in circumstances in accordance with the civil law in order to continue contract performance; handling measures, compensation and sanctions in case one of the contracting parties breaches the contract;

i/ Responsibilities of the contracting parties to ensure information confidentiality; report; provide relevant information and documents, give explanations about contract performance upon request of competent agencies, and inspection, examination, audit and supervision agencies;

k/ Principles and conditions for modifying, supplementing or prematurely terminating the contract; transferring rights and obligations of the contracting parties; rights of the lender; procedures, rights and obligations of the contracting parties upon contract liquidation;

l/ Investment incentives and security, plan on sharing of revenue increases or decreases, assurance of foreign exchange balance, and insurance of different types (if any); legal provisions regulating the contract and dispute settlement mechanism;

m/ Identification of agencies involved in project contract performance and responsibilities of the contracting parties to coordinate with those agencies;

n/ The supervision mechanism prescribed in Article 72 of this Decree.

2. A model PPP project contract shall be made under the guidance provided in Appendix III to this Decree.

Article 63. Termination of a PPP project contract according to the term agreed in the contract

1. The contracting agency, investor and PPP project enterprise shall terminate the PPP project contract according to the term stated in the contract, serving as a basis for contract liquidation.

2. At least 1 year before a PPP project contract is terminated according to the term stated in the contract, the contracting agency, investor and PPP project enterprise shall perform the following jobs:

a/ To confirm completed obligations and responsibilities of the contracting parties for the jobs that need to be completed within 1 year;

b/ To agree on a coordination mechanism to implement the procedures for transferring infrastructure facilities and system under Article 68 of this Decree, for PPP projects with transfer procedures; principles and conditions for handing over the cleared land areas for projects applying the BOO contract; or conditions for handing over infrastructure facilities and system for projects applying the O&M contract;

c/ To agree on the plan on the transfer of technology, labor, works’ documentation and infrastructure systems serving the operation, commercial operation and maintenance of infrastructure facilities and system to the contracting agency or the agency or unit assigned to operate, commercially operate and maintain infrastructure facilities and systems;

d/ To agree on such contents as the PPP project enterprise’s obligation to maintain the provision of products and public services until the assigned agency or unit specified in Clause 4 of this Article takes over infrastructure facilities and systems, in order to ensure the uninterrupted and quality provision of products and public services;

dd/ Other necessary jobs as agreed upon in the project contract.

3. The agreement on the jobs specified in Clause 2 of this Article shall be made in writing and signed between the contracting parties.

4. Based on the agreement specified in Clause 2 of this Article, the contracting agency shall report to the competent agency on the following contents:

a/ Assigning an agency or unit to take over infrastructure facilities and systems for operation, commercial operation and maintenance, ensuring the satisfaction of the conditions specified in Clause 2, Article 67 of this Decree. For matters falling beyond its competence, the competent agency shall report them to the Prime Minister for consideration and decision;

b/ Requesting the assigned agency or unit specified at Point a of this Clause to prepare funds and other necessary resources to take over, operate, commercially operate and maintain infrastructure facilities and systems.

Article 64. Premature termination of PPP project contracts

1. Procedures for premature termination of a PPP project contract:

a/ One of the contracting parties requests in writing the premature termination of the PPP project contract, stating the reasons for the premature termination;

b/ The parties agree on the conditions for premature termination of the project contract;

c/ The parties perform the procedures for liquidating the contract under Article 68 of the PPP Law.

2. The agreement specified at Point b, Clause 1 of this Article shall be made in writing and must have the following principal contents:

a/ The reasons of premature termination of the contract, ensuring the compliance with Clause 2, Article 52 of the PPP Law;

b/ The remaining obligations of the parties, including also the obligation to transfer infrastructure facilities and systems;

c/ The jobs that need to be performed to ensure the uninterrupted and quality provision of products and public services after the contract is terminated;

d/ The content on limitation of civil liability or exemption from civil liability of either contracting party;

dd/ The period for remediation by the contracting parties; the tentative plan for expenses corresponding to premature termination of the contract; the hiring of an independent audit organization (if necessary) in case the investor or PPP project enterprise is entitled to compensation for premature termination; and the request for the State Audit Office of Vietnam to audit the compensation for premature termination before the compensation is paid to the investor or project enterprise;

e/ Other necessary contents as prescribed in the civil law and the PPP project contract.

3. The parties may prematurely terminate the PPP project contract on am unilateral basis when one of them seriously breaches the performance of contractual obligations as prescribed at Point d, Clause 2, Article 52 of the PPP Law.

4. When a PPP project contract is prematurely terminated and a substitute investor needs to be selected, the contracting agency shall notify the lender of the coordination in determining the investor proposed to be appointed as the substitute investor. The appointment of a substitute investor must comply with Clause 4, Article 56 of this Decree.

5. When a PPP project contract is prematurely terminated and no substitute investor is selected:

a/ For a project currently under construction and requiring the use of public investment capital to construct the remaining part of facilities, the competent agency shall report to the competent authority prescribed in Clause 2, Article 93 and Clause 3, Article 94 of the PPP Law for the latter to consider and terminate the PPP project contract.

A written permission for the termination of a PPP project contract also serves as a document terminating the investment policy in the PPP form. The competent agency shall consider and decide to formulate a project using public investment capital under Point a, Clause 6a, Article 52 of the PPP Law;

b/ For projects currently under operation or commercial operation, the competent agency shall comply with Point b, Clause 6a, Article 52 of the PPP Law and concurrently manage, operate and maintain infrastructure facilities and systems until the competent authority assigns an agency or unit to take over them under Clause 2, Article 67 and Point dd, Clause 1, Article 68 of this Decree.

6. The contracting agency shall organize safety assurance, and inspect the works to timely detect signs of deterioration or damage as a basis for organizing the operation, commercial operation or maintenance of infrastructure facilities and systems to ensure the uninterrupted provision of products and public services.

Article 65: Expenses for compensation for premature termination of contracts

1. A PPP project contract must specify the payment responsibilities of the contracting parties, the formula or method of determining expenses for compensation for premature termination of the contract for the cases prescribed in Clauses 2, 2a and 2b, Article 52 of the PPP Law.

2. The procedures and funds for acquisition of PPP project enterprises must comply with the law on management and use of state capital invested in production and business at enterprises.

3. After the parties agree on the conditions for premature termination of the project contract, the contracting agency shall report to the competent agency for consideration and decision the cases of requiring payment of expenses upon premature termination of the contract; the method, value and funding sources to be used for payment to the investor or project enterprise if the payment falls under the State’s responsibility.

Chapter V

CERTIFICATION OF COMPLETION AND TRANSFER OF INFRASTRUCTURE FACILITIES AND SYSTEMS

Article 66. Certification of completion of infrastructure facilities and systems

1. Contracting agencies and project enterprises shall reach agreement in project contracts on the order, procedures and dossiers for certification of completion of infrastructure facilities and systems.

2. For projects subject to investment phasing for different stages or items of infrastructure facilities and systems and satisfying conditions on pre-acceptance testing and putting into use for independent operation, competent agencies may certify the completion thereof for each phase or item. Dossiers of certification of the completion of infrastructure facilities and systems as specified in Clause 1 of this Article shall be made for each corresponding phase or item.

3. In case quality inspection of infrastructure facilities and systems is required, contracting agencies may hire consultants for quality inspection under Clause 3, Article 59 of the PPP Law.

4. In case a PPP project has mini-projects using public investment capital as specified at Point a, Clause 5, Article 70 of the PPP Law, the payment for completed works and work items of mini-projects shall be made according to the progress and completed value and volume thereof as agreed upon between the contracting agency and the investor or project enterprise in the project contract.

Article 67. Principles and conditions for transfer and receipt of infrastructure facilities and systems of PPP projects

1. Except cases of premature termination of PPP project contracts specified in Article 64 of this Decree, infrastructure facilities and systems of a PPP project may only be received when the PPP project enterprise fully satisfies the following principles and conditions:

a/ The construction of infrastructure facilities and systems conforms to technical regulations and standards specified in the law on construction and other relevant laws, and terms and clauses of the project contract;

b/ Infrastructure facilities and systems of the PPP project are neither put in mortgage nor subject to any ownership restrictions;

c/ Infrastructure facilities’ and systems’ utilities, capacity and quality conform to technical, technological and quality requirements stated in the project contract at the time of transfer and are qualified for future use in accordance with law;

d/ The transfer and receipt of infrastructure facilities and systems do not affect the quality and uninterrupted provision of products or public services.

2. Contracting agencies shall report to competent authorities for the latter to assign agencies and units that are capable and have necessary resources for operation, commercial operation and maintenance of infrastructure facilities and systems and complete the transfer thereof before the deadline specified by law and stated in project contracts without affecting the quality and uninterrupted provision of products or public services.

Article 68. Procedures for transfer and receipt of infrastructure facilities and systems

1. For PPP projects applying BOT or BLT contracts:

a/ At least 1 year before the date of termination of a PPP project contract as agreed upon in the project contract, the PPP project enterprise shall publicly announce on a newspaper the transfer of infrastructure facilities and systems, procedures and time limit for liquidation of the PPP project contract, payment of loans, and concurrently send a dossier of request for transfer of infrastructure facilities and systems specified in Clause 1, Article 69 of this Decree to the contracting agency;

b/ Within 30 days after receiving a dossier of request for transfer of infrastructure facilities and systems, the contracting agency shall assume the prime responsibility for, and coordinate with the specialized state management agency in charge of assets, a finance agency and other related agencies (if necessary) in, organizing the assessment of quality, value and state of infrastructure facilities and systems based on the principles and conditions agreed upon in the project contract; drawing up a list of to-be-transferred assets; making a minutes of identification of asset damage (if any) in order to request the project enterprise to repair and maintain assets; signing a minutes of receipt of to-be-transferred assets, in case such infrastructure facilities and systems satisfy requirements; and reporting to the competent agency for assignment of an agency or a unit to operate or commercially operate and maintain such infrastructure facilities and systems under Clause 4, Article 63 of this Decree;

c/ The contracting agency shall request the State Audit Office of Vietnam to audit the value of the PPP project’s assets for use as a basis for accounting of asset increase in accordance with the law on management and use of public assets;

d/ At least 30 days before the date of termination of the PPP project contract as stated in the contract, the contracting agency shall make a dossier for reporting to the competent agency for the latter to decide on the establishment of the all-people ownership, and formulate a plan on asset disposal and report it to a competent agency for approval in accordance with the law on management and use of public assets;

dd/ The assigned agency or unit shall receive, operate or commercially operate and maintain infrastructure facilities and systems under regulations.

2. For PPP projects applying BTO or BTL contracts:

a/ In case infrastructure facilities and systems fully satisfy the conditions for certification of the completion specified in Article 66 of this Decree, the PPP project enterprise shall concurrently send a dossier of request for transfer of infrastructure facilities and systems to the contracting agency;

b/ The contracting agency shall sign a minutes of receipt of transferred assets and make a dossier for reporting to the competent agency for the latter to decide on the establishment of the all-people ownership in accordance with the law on management and use of public assets;

c/ The PPP project enterprise shall manage, operate or commercially operate infrastructure facilities and systems under the project contract;

d/ At least 1 year before the date of termination of the project contract as stated in the contract, the PPP project enterprise shall publicly announce on a newspaper the transfer of assets, time limit for liquidation of the contract, and payment of debts; and concurrently send a written request for transfer of infrastructure facilities and systems to the contracting agency;

dd/ Within 30 days after receiving a written request, the contracting agency shall assume the prime responsibility for, and coordinate with the specialized state management agency in charge of assets, a finance agency and other related agencies (if necessary) in, performing the jobs specified at Points b and c, Clause 1 of this Article;

e/ At least 30 days before the date of termination of the PPP project contract as stated in the contract, the contracting agency shall coordinate with the agency or unit assigned to operate or commercially operate and maintain infrastructure facilities and systems in organizing the implementation of contents specified at Points d and dd, Clause 1 of this Article.

3. For projects applying O&M contracts:

a/ Based on the PPP project approval decision and project contract, the contracting agency shall assume the prime responsibility for, and coordinate with the specialized state management agency in charge of assets, the finance agency, and other relevant agencies (if necessary) in, carrying out the transfer of assets to the investor or project enterprise. The transfer shall be recorded in a minutes in accordance with the law on management and use of public assets, and other relevant laws;

b/ The investor or project enterprise shall manage, use, maintain, and carry out accounting of, assets invested by the State, ensuring their quality conforms to technical standards in accordance with the law on construction and other relevant laws until they are transferred to the contracting agency;

c/ The contracting agency shall assume the prime responsibility for, and coordinate with the specialized state management agency in charge of assets in, monitoring, examining and supervising the investor’s or project enterprise’s compliance with Point b of this Clause until the assets are transferred to the contracting agency;

d/ The transfer and receipt of infrastructure facilities and systems between the investor or project enterprise and the contracting agency must comply with Clause 1 of this Article.

4. For projects applying BT contracts without payment requirements:

a/ After infrastructure facilities and systems have been accepted and qualified for being put into operation and use in accordance with the law on construction, the investor or PPP project enterprise (if any) shall submit a written request for transfer, enclosed with the dossier of request for transfer of infrastructure facilities and systems, to the contracting agency;

b/ The contracting agency shall sign the minutes of receipt of transferred assets and make a dossier for reporting to the competent agency for the latter to decide on the establishment of the all-people ownership in accordance with the law on management and use of public assets, and identify the agency or unit assigned to operate, commercially operate and maintain the infrastructure facilities and systems;

c/ Within 30 days after receiving the request, the contracting agency shall assume the prime responsibility for, and coordinate with the specialized state management agency in charge of assets, the finance agency, and other relevant agencies (if necessary) in, performing the jobs specified at Point b, Clause 1 of this Article;

d/ At least 30 days before the termination of the PPP project contract according to the deadline stated in the contract, the contracting agency shall coordinate with the agency or unit assigned to operate or commercially operate and maintain the infrastructure facilities and systems in organizing the implementation of the contents specified at Point c, Clause 1 of this Article;

dd/ After the all-people ownership is established in accordance with the law on management and use of public assets, the assigned agency or unit shall manage, operate and exploit the infrastructure facilities and systems, ensuring the uninterruptedness and quality of the provision of products or public services.

5. In case it is required to transfer one or more than one component or work item of infrastructure facilities and systems of a PPP project in accordance with law, the PPP project enterprise shall carry out the transfer of such components or work items in accordance with the relevant provisions of Clause 1, 2 or 4 of this Article.

Article 69. Dossiers of request for transfer of infrastructure facilities and systems

1. For PPP projects applying BOT or BLT contracts, a dossier of request for transfer of infrastructure facilities and systems must comprise:

a/ A written request for transfer of infrastructure facilities and systems;

b/ A written approval of pre-acceptance testing results, and infrastructure facilities’ and systems’ satisfaction of conditions for putting into operation and use, issued by the competent authority in accordance with the law on construction;

c/ A report on infrastructure facilities’ and systems’ satisfaction of principles and conditions for transfer and receipt of infrastructure facilities and systems specified in Article 67 of this Decree;

d/ Other documents as stated in the contract.

2. For PPP projects applying BTO or BTL contracts, the project enterprise shall add a report on satisfaction of principles and conditions for transfer and receipt of infrastructure facilities and systems specified in Article 67 of this Decree to a dossier of request for certification of completion of infrastructure facilities and systems.

3. For PPP projects applying BT contracts without payment requirements, a dossier of request for transfer of infrastructure facilities and systems must comprise the documents specified at Points a and d, Clause 1 of this Article.

Chapter VI

STATE MANAGEMENT OF PPP INVESTMENT ACTIVITIES

Section 1

INSPECTION AND MONITORING OF PPP INVESTMENT ACTIVITIES

Article 70. Objectives, competence, forms and methods of inspection of PPP investment activities

1. The inspection of PPP investment activities shall be carried out to ensure that projects are implemented in accordance with objectives, schedule, efficiency and quality; guidance and support shall be provided to investors, project enterprises, competent agencies, and contracting agencies for tackling obstacles and difficulties in the course of project implementation, and to promptly detect, prevent and handle violations of the PPP law.

2. Competence for inspection:

a/ The Ministry of Finance shall organize the inspection of PPP investment activities at ministries, central agencies, other agencies and localities in accordance with its functions and powers or at the request of the Prime Minister;

b/ Line management agencies shall carry out the inspection of PPP investment activities of projects under their management;

c/ For projects subject to approval by ministers, or heads of central agencies or other agencies, or projects for which ministers, or heads of central agencies or other agencies decentralize powers to their subordinate or affiliated agencies, organizations or units to act as competent agencies, ministers, or heads of central agencies or other agencies shall assign agencies, organizations or units performing the task of managing PPP investment activities to carry out the inspection of PPP investment activities;

d/ For projects subject to approval by chairpersons of provincial-level People’s Committees, or projects for which People’s Committees decentralize powers to their subordinate or affiliated agencies, organizations or units to act as competent agencies, directors of provincial-level Departments of Finance shall carry out the inspection of PPP investment activities in their localities.

3. Inspection forms and methods:

The inspection of PPP investment activities shall be carried out on a periodical or an extraordinary basis upon the occurrence of obstacles or petitions, and in the form of direct inspection or reporting request.

Article 71. Inspection contents

1. Contents of a periodical inspection must include:

a/ Leadership and direction of the performance of PPP investment activities;

b/ Preparation for investment and selection of investors to implement PPP projects;

c/ Organization of the implementation of PPP projects in accordance with the objectives, scope, schedule, quality and efficiency of projects under decisions on investment policy or decisions on approval of PPP projects and PPP project contracts.

2. Contents of an extraordinary inspection: Based on requirements for extraordinary inspection and inspection decision, the head of an inspection team shall determine appropriate inspection contents.

3. Upon the completion of inspection, an inspection report and inspection conclusion shall be prepared. The inspection agency shall monitor the resolution of problems (if any) stated in inspection conclusions. Upon the detection of violations, handling measures shall be proposed or violations shall be transferred to inspection and investigation agencies for handling under regulations.

4. The Ministry of Finance shall detail this Article.

Article 72. Monitoring of PPP investment activities

1. State management agencies in charge of PPP investment, specialized state management agencies, competent agencies, and contracting agencies shall monitor PPP investment activities under the Government’s regulations on investment monitoring and evaluation.

2. In addition to the monitoring responsibility specified in Clause 1 of this Article, contracting agencies shall manage and supervise the quality of infrastructure facilities and systems in the course of construction under Clause 2, Article 59 of the PPP Law, and supervise the quality of products or public services provided by investors and project enterprises under Clauses 2 and 3, Article 66 of the PPP Law, ensuring that investors and project enterprises fully perform their obligations and responsibilities under the signed contracts, and satisfy the requirements on projects’ schedule, quality and investment efficiency.

Section 2

HANDLING OF VIOLATIONS

Article 73. Cancellation or suspension of bidding, refusal to recognize investor selection results or declaration of invalidity of decisions of competent agencies, contracting agencies and bid solicitors

1. Cancellation of bidding shall be applied as a measure to handle violations of the PPP law and other relevant laws that are committed by organizations and individuals participating in investor selection. Competent agencies shall decide on cancellation of bidding in the cases specified in Article 34 of the PPP Law.

2. Suspension of bidding is a measure to suspend the bidding and shall be applied before investor selection results are approved and upon the occurrence of signs showing that organizations or individuals participating in investor selection commit violations of the PPP law or other relevant laws, thus rendering investor selection objectives unachievable.

3. Refusal to recognize investor selection results is a measure to cancel investor selection results and shall be applied from the date of approval of investor selection results to the date before the date of contract signing upon the occurrence of an evidence to believe that organizations or individuals participating in investor selection commit violations of the PPP law or other relevant laws, thus failing to ensure competition, equality, transparency and economic efficiency or falsifying investor selection results.

4. Declaration of invalidity is a measure to annul decisions of competent agencies, contracting agencies or bid solicitors that are incompliant with the PPP law and other relevant laws.

Article 74. Ban on participation in PPP investment activities

1. Depending on severity of their violations, organizations or individuals that commit violations, including also individuals belonging to bid solicitors, being members of experts’ teams or from investor selection appraisal units, shall be banned from participating in PPP investment activities for:

a/ Between 6 months and 1 year, for one of the violations specified in Clauses 4 and 5, Article 10 of the PPP Law;

b/ Between 1 year and 3 years, for one of the violations specified in Clauses 7, 8 and 12, Article 10 of the PPP Law;

c/ Between 3 years and 5 years, for one of the violations specified in Clauses 3, 6, 9, 10 and 11, Article 10 of the PPP Law.

2. For joint-name investors, the ban on participation in PPP investment activities specified in Clause 1 of this Article shall be applied:

a/ To joint-name members committing the violations specified in Clause 4, 5, 7, 11 and 12, Article 10 of the PPP Law;

b/ To all joint-name members when one or several of them commit(s) violations other than those specified at Point a of this Clause.

3. The statute of limitations for applying the ban on participation in PPP investment activities specified in Clause 1 of this Article is 10 years from the date the violation occurs.

4. Ministries, central agencies, other agencies, and provincial-level People’s Committees shall consider and issue decisions on participation in bidding activities under management by ministries, sectors or localities within 15 days after receiving one of the following documents:

a/ A written request of the bid solicitor or an agency decentralized to act as the competent agency specified in Clause 2, Article 6 of this Article, enclosed with documents proving the violation;

b/ Petitions stated in inspection conclusions of the inspection agency, examination conclusions of the inspection team or a report on audit results of the state audit office;

c/ Results of the settlement of petitions by a petition settlement council;

d/ Other documents of competent state agencies, stating acts of violation.

5. A decision of ban on participation in bidding activities must comprise:

a/ Name of the violator;

b/ Contents of the violation, legal grounds for handling the violation and ban period for each act of violation; the total ban period (in case of committing 2 or more acts of violation); and scope of ban;

c/ Effect of the decision.

Section 3

OTHER ISSUES

Article 75. Handling of circumstances in the course of PPP project implementation

1. After the first investor submits a project proposal dossier, if a competent agency receives a project proposal dossier of another investor with the same project objective(s) and location while ensuring conformity with the master plan of the project:

a/ Within 10 days after receiving the project proposal dossier of the first investor, the competent agency that receives the project proposal dossier of another investor shall assign its subordinate or affiliated agency, unit or organization to consider and formulate criteria for project selection conditions under Clause 1, Article 26 of the PPP Law; technical and financial feasibility and socio-economic efficiency of the project; and project preparation capacity of the investor so as to select the most feasible and efficient project proposal dossier;

b/ Beyond the time limit specified at Point a of this Clause, the competent agency may refuse to consider the dossier of another investor and return it in its original state to the investor.

2. For open bidding, in case fewer than 3 investors submit bid dossiers, the bid solicitor shall report such to the competent agency for consideration and handling by:

a/ Permitting the immediate opening of bids for evaluation; or,

b/ Permitting extension of the bid closing time and, at the same time, reviewing and modifying bidding dossiers (if necessary). In case of modification of bidding dossiers, investors that have submitted bid dossiers may modify, replace or withdraw their submitted dossiers.

3. For a project subject to open bidding, in case there is no investor submitting a bid dossier at the bid closing time, the bid solicitor shall report such to the competent agency for consideration and settlement by:

a/ Permitting the extension of the bid closing time limit for up to 30 days;

b/ Deciding to cancel the notice of invitation to bid, and at the same time, reviewing and revising the feasibility study report or techno-economic report for construction investment (if necessary), the bidding dossier, and organizing the investor selection again; or,

c/ Deciding to cancel the notice of invitation to bid.

4. For competitive negotiation, if the number of investors having submitted bid dossiers is smaller than that of investors approved in the shortlist at the bid closing time, the bid solicitor shall report such to the competent agency for consideration and handling by:

a/ Permitting the immediate opening of bids for evaluation; or,

b/ Permitting the extension of the bid closing time and, at the same time, reviewing and modifying bidding dossiers (if necessary). In case of modification of bidding dossiers, the investors that have submitted bid dossiers may modify, replace or withdraw their submitted dossiers.

5. An investor that wishes to change its/his/her status and name for participation in bidding as compared with those in the shortlist shall send a notice thereof to the bid solicitor at least 7 working days before the date of bid closing. The bid solicitor shall report such to the competent agency for considering and deciding on such change.

6. In case investors on the shortlist request establishment of a joint-name entity to participate in the bidding, the competent agency shall consider and approve such request on the basis of assurance of competition, transparency and efficiency.

7. In case all investors that satisfy technical requirements and are ranked propose product prices or public service charges and state capital used as support for the construction of infrastructure facilities and systems higher than those stated in the approved feasibility study report or techno-economic report for construction investment, the bid solicitor shall report such to the competent agency for consideration and handling by:

a/ Permitting these investors to make financial-commercial proposals again; or,

b/ Permitting these investors to make financial-commercial proposals again and, at the same time, reconsidering product prices or public service charges and state capital used as support for the construction of infrastructure facilities and systems stated in the approved feasibility study report or techno-economic report for construction investment (if necessary).

8. After carrying out financial-commercial evaluation, if investors are all ranked equal and have equal experience in the implementation of similar projects, the investor with the highest technical score shall be ranked first.

9. If detecting that contents of a bidding dossier are incompliant with the PPP law or relevant laws, leading to unclear or different understandings in the course of evaluation of bid dossiers, or causing falsification of investor selection results, the bid solicitor shall report such to the competent agency for consideration and handling through the following steps:

a/ Modifying the bidding dossier to make its contents compliant with the investment policy decision or project approval decision, the PPP Law and relevant laws;

b/ Notifying all investors that have submitted bid dossiers of the modification of the bidding dossier and requesting them to additionally submit their bid dossiers with respect to modified contents or other contents of the bid dossiers if such contents are affected by the modified contents (if necessary);

c/ Organizing the re-evaluation of bid dossiers.

10. At the time of contract signing, if the bid-winning investor fails to satisfy the conditions on technical and financial capacity, the bid solicitor shall invite the investor ranked next to contract negotiation and finalization. The invited investor shall restore validity of the bid dossier and bid security in case the bid dossier has become invalid and the bid security has been refunded or released.

11. In case a joint-name investor wins the bidding but has not yet signed a project contract or a project contract has been signed but has not become effective yet, when there is a change in the equity holding ratio in the joint-name entity, the bid solicitor shall evaluate and update information on the investor’s capacity under Clause 1, Article 49 of the PPP Law, ensuring the investor fully meets the capacity condition and the condition on minimum equity holding rate of each member specified in Clause 1, Article 42 of the PPP Law. After updating information on the investor’s capacity, the bid solicitor shall report it to the competent agency for consideration and decision to proceed with the subsequent procedures under regulations.

12. In case, due to a force majeure event, the partner proposed by the investor in the bid dossier is unable to participate in contract performance, the investor may replace such partner with another one having equivalent or higher capacity and experience, provided that it does not affect other proposals in the bid dossier.

13. For a project for which the investment policy decision or project approval decision has been approved and which is required to be terminated or for which the bidding has been canceled due to the failure to select an investor, the competent agency shall report such to the authority competent to decide on investment policy for consideration and decision on the termination of the PPP investment policy.

14. For a project of which the investor or owner has been determined by a competent authority in a separate document or in a master plan/plan approval decision but an agreement has yet to be reached and, therefore, the project contract cannot be signed, the competent agency shall report such to the competent authority for consideration and decision on project termination. In this case, if the parties reach an agreement on payment or compensation of expenses, they shall comply with the provisions on the signed agreement and law.

15. In case a project is terminated under Clause 13 or 14 of this Clause and another investment form is required, the order and procedures for investment policy decision or approval must comply with relevant regulations applicable to each form of investment.

16. In addition to the above cases, the competent agency shall consider and decide on any circumstances arising in the course of investor selection in adherence to the investor selection’s principles of competition, fairness, transparency and economic efficiency.

Article 76. Responsibility to handle circumstances

1. Competent agencies shall decide to handle the circumstances specified in Clauses 1, 2, 3, 4, 5, 6, 7, 9, 11, 12, 13, 14, 15 and 16, Article 75 of this Decree.

2. Bid solicitors shall decide to handle the circumstances specified in Clauses 8 and 10, Article 75 of this Decree.

Article 77. Archive of dossiers in PPP investment

1. Competent agencies shall archive dossiers of the following activities:

a/ Submission, appraisal, decision (if any) on, or decision on adjustment (if any) of, PPP project investment policy;

b/ Submission, appraisal, decision on approval, or decision on approval of adjustment (if any) of PPP projects;

c/ Survey of interest of investors and lenders (if any);

d/ Signing of PPP project contracts and contract annexes (if any);

dd/ Disbursement of state capital, if used, in PPP projects;

e/ Account-finalization of investment capital for infrastructure facilities and systems;

g/ Liquidation of contracts and transfer of assets of projects;

h/ Other activities as stated in project contracts.

2. Bid solicitors shall archive dossiers of the following activities:

a/ Submission, appraisal, and decision on approval of bidding dossiers and clarifying documents;

b/ Evaluation and clarification (if any) of bid dossiers;

c/ Submission, appraisal and approval of investor selection results.

3. Archive period:

a/ At least 5 years after the liquidation of PPP project contracts, for the dossiers specified at Points a, b, c, dd, e and h, Clause 1, and Clause 2, of this Article;

b/ At least 10 years after the liquidation of PPP project contracts, for the dossiers specified at Points d and g, Clause 1 of this Article.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 78. To amend and supplement Clause 2, Article 15 of the Government’s Decree No. 175/2024/ND-CP of December 30, 2024, detailing a number of articles of, and providing measures to implement, the Construction Law regarding management of construction activities

“2. Appraisal councils or units appraising PPP projects shall conduct the appraisal of the feasibility study reports of, and techno-economic reports on construction investment in, the PPP projects in accordance with the law on investment in the form of public-private partnership, and summarize the appraisal results of specialized agencies in charge of construction under this Decree.”.

Article 79. To add Clause 3b below Clause 3, Article 51 of the Government’s Decree No. 165/2024/ND-CP, detailing and guiding the implementation of a number of articles of the Law on Roads, and Article 77 of the Law on Road Traffic Order and Safety

“3b. For expressway projects applying the investor appointment method, the investor shall propose the franchising value of the rest stop business (if any) during the process of negotiation and finalization of the contract in adherence to the following principles:

a/ The franchising value of the rest stop business shall be calculated as the average of the value remitted to the state budget according to the decision approving the results of the bidding for investor selection of 3 projects similar to the project under consideration, based on the ratio of operating time and scale of the rest stop facilities. A similar project is a project which is implemented in the same provincial-level administrative unit or in a neighboring province, and of which the investor is selected within 2 years prior to the approval date of the project under consideration; in case there is no project implemented in the same locality as mentioned above, a project which is implemented at the location closest to the implementation location of the project under consideration shall be referred to; the reference period shall be determined by the competent agency.

b/ The franchising value specified at Point a of this Clause shall take the form of a one-off payment to the state budget or an update of the financial plan to reduce the toll collection period.”

Article 80. Transitional guidance under the PPP Law

1. For a PPP project for which investment policy has been approved by the competent authority (either in a separate document or in a master plan or plan approval decision) or project proposal has been approved before January 1, 2021, and which requires a change in the objectives, location, scale or type of PPP project contract, leading to an increase in the total investment by 10% or more, or an increase in the value of state capital in the PPP project as specified at Points a, b and c, Clause 1, Article 18 of the PPP Law, the adjustment shall be implemented as follows:

a/ The authority competent to decide on the adjustment is the authority competent to decide on the project’s investment policy in accordance with the PPP Law (as amended and supplemented under Law No. 90/2025/QH15) and this Decree;

b/ The order and procedures for adjustment must comply with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15) and this Decree.

2. A PPP project of which the prefeasibility study report or adjusted prefeasibility study report has been made but, by July 1, 2025, has not been submitted for appraisal, or the appraisal council has not been established or the appraisal council has been established but yet to perform the appraisal task, shall be subject to the transition specified at Point a, Clause 2, Article 10 of Law No. 90/2025/QH15.

3. A PPP project for which investment policy has been decided by the competent authority and the prefeasibility study report have been made, but, by July 1, 2025, not been submitted for approval, the subsequent order and procedures must comply with the PPP Law (as amended and supplemented under Law No. 90/2025/QH15) and this Decree. In case an appraisal council has already been established, the transition shall be carried out in either of the following cases:

a/ The appraisal council shall continue to appraise the feasibility study report. The order and content of the appraisal must comply with the PPP Law (as amended and supplemented under Law No. 90/2025/QH15) and this Decree;

b/ The appraisal council shall be dissolved and a subordinate or attached agency or unit shall be assigned to appraise the feasibility study report under this Decree.

4. For a PPP project applying high technologies or new technologies for which investment policy has been decided by the competent authority and the investor selection form of competitive negotiation has been determined, but, by July 1, 2025, the dossier of invitation for negotiation has not been issued, either of the following cases shall be applied:

a/ To continue to comply with the investment policy decision to proceed with the competitive negotiation process in accordance with the PPP Law (as amended and supplemented under Law No. 90/2025/QH15) and this Decree. The selected investor shall prepare a feasibility study report for submission to the competent authority for appraisal and approval of the project under Clause 6, Article 26 of this Decree, which shall serve as a basis for negotiation, finalization, signing and publicization of the project contract in accordance with the PPP Law (as amended and supplemented under Law No. 90/2025/QH15) and this Decree;

b/ To organize the preparation and appraisal of the feasibility study report and approve the project so as to carry out investor selection in accordance with the PPP Law (as amended and supplemented under Law No. 90/2025/QH15) and this Decree.

5. For a PPP project for which investment policy and project approval has been decided or which has been approved by the competent authority, but, by July 1, 2025, the bidding dossier has not been issued or has been issued but it is impossible to select an investor, the transition shall be implemented in either of the following cases:

a/ To continue to comply with the investment policy decision and project approval decision;

b/ To review and adjust the investment policy or adjust the feasibility study report (updating the investor selection form) in accordance with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15) and this Decree. The authority competent to decide on and approve the adjustment is the authority competent to decide on investment policy and approve the project in accordance with the PPP Law (as amended and supplemented under Law No. 90/2025/QH15) and this Decree.

6. For a PPP project for which the survey of investor and lender interest has been carried out but, by July 1, 2025, the project has not been approved, the feasibility study report (including the determination of the investor selection form) shall be updated, and the order and procedures for appraisal of the feasibility study report and project approval must comply with the PPP Law (as amended and supplemented under Law No. 90/2025/QH15) and this Decree.

7. For a PPP project of which the bidding dossier has been issued before July 1, 2025, and the bid has been opened before the effective date of this Decree, the investor selection process shall continue to be implemented according to the issued bidding dossier. The negotiation, finalization and signing of the project contract must comply with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15) and this Decree.

8. For a PPP project of which the bidding dossier has been issued before July 1, 2025, but by the effective date of this Decree, the bid has not been closed, the competent authority shall consider and decide on the transition in one of the following three cases:

a/ To continue the bid opening and comply with Clause 7 of this Article;

b/ To annul the notice of invitation to bid and comply with Point b, Clause 5 of this Article;

c/ To annul the notice of invitation to bid and modify the bidding dossier in accordance with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15) and this Decree.

9. For a PPP project of which the bid has been opened but, by July 1, 2025, the investor selection results have not been approved, the bid solicitor shall submit, appraise, and approve the investor selection results based on bid dossiers and the issued bidding dossier. The submission, appraisal and approval of the investor selection results; and the negotiation, finalization and signing of the project contract must comply with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15) and this Decree, ensuring that this will not lead to adjustment to the approved investment policy and feasibility study report.

10. For a PPP project of which the investor selection results have been approved but, by July 1, 2025, the contract negotiation, finalization and signing have not been completed, the contracting agency shall organize the contract negotiation, finalization and signing based on the investor selection results, bid dossier, bidding dossier, the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15) and this Decree, ensuring that this will not lead to adjustment to the approved investment policy and feasibility study report, except the case specified in Clause 11 of this Article.

11. For a PPP project of which the investor selection results have been issued or the investor has been identified by the competent authority in accordance with the law effective in each period before January 1, 2021, but, by July 1,2025, the contract signing procedures have yet to complete, the project contract negotiation, finalization and signing must comply with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15) and this Decree, ensuring that this will not lead to adjustment to the approved investment policy or feasibility study report. The negotiation, finalization and signing of the project contract shall be carried out on the basis of:

a/ The bid dossier, dossier of proposals, bidding dossier, and dossier of requirement, for PPP projects of which the investor selection has been carried out in accordance with the law on bidding;

b/ Written commitment or approval of the Government, the Prime Minister, or ministries, sectors, or provincial-level People’s Committees regarding investment incentives and guarantees, and other contents related to project implementation in accordance with the law effective at the time of issuance of the written commitment or approval;

c/ Project contract initialed or investment agreement signed in accordance with the law effective at the time of initialing or signing. In this case, the parties shall reach an agreement on whether or not to renegotiate the contents of the initialed project contract or signed investment agreement.

12. A project that has been granted an investment registration certificate shall continue to be implemented according to the investment registration certificate. In case the project is subject to investment policy adjustment or project adjustment, the parties shall adjust the investment policy, adjust the project, and revise the project contract in accordance with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15), this Decree, and relevant laws without having to carrying out the procedures for adjustment of the investment registration certificate. In case the revised project contract’ contents differ from the issued investment registration certificate, the parties shall comply with the revised contract and take responsibility before law for such revisions.

13. PPP project contracts signed before January 1, 2021, shall continue to be implemented; when it is necessary to revise and supplement the project contract’s contents which are not regulated by the law at the time of signing or to revise or supplement the project contract to ensure the project’s efficiency, the parties may agree to revise or supplement the contract in accordance with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15), this Decree, and relevant laws effective at the time of contract revision or supplementation.

14. A PPP project contract signed in accordance with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15) and Decree No. 35/2021/ND-CP (as amended and supplemented under Decree No. 71/2025/ND-CP) during the period from January 1, 2021, to the date before the effective date of this Decree, shall continue to be implemented. In case the project contract is revised or supplemented, which results in a change in the objectives, location or scale of the project, or type of the PPP project contract, an increase in the total investment of 10% or more, or an increase in the value of state capital in the PPP project, the procedures for investment policy adjustment must be carried out in accordance with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15) and this Decree before the project contract is revised or supplemented.

15. During the period from July 1, 2025, until the effective date of this Decree, the implementation of PPP projects must comply with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15) and Decree No. 35/2021/ND-CP (as amended and supplemented under Decree No. 71/2025/ND-CP), and relevant guiding documents that are still consistent with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15).

16. Pending the effective date of guiding documents of this Decree, related organizations and individuals may apply the guiding and detailing documents of the PPP Law (as amended and supplemented under Law No. 57/2024/QH15) to modify and supplement the content of related dossiers and documents during the implementation of PPP projects and to select investors in conformity with the PPP Law (as amended and supplemented under Law No. 57/2024/QH15 and Law No. 90/2025/QH15) and this Decree.

17. For projects falling under the competence of agencies, organizations and units which are subject to administrative unit restructuring, the agencies, organizations and units formed after the restructuring shall receive the dossiers and documents related to the process of investment preparation, investor selection and contract signing to continue implementing the projects; and take over all rights, obligations and responsibilities specified in the project contracts before the restructuring and, when necessary, revise the project contracts, ensuring the normal, continuous and smooth implementation of the projects and project contracts.

Article 81. Effect

1. This Decree takes effect on the date of signing.

2. From the effective date of this Decree, the Government’s Decree No. 35/2021/ND-CP of March 29, 2021, detailing and guiding the implementation of the Law on Investment in the Form of Public-Private Partnership, ceases to be effective, except Article 90 and Clauses 12 thru 16, Article 91 of Decree No. 35/2021/ND-CP.

3. To annul the Government’s Decree No. 71/2025/ND-CP of March 28, 2025, amending and supplementing a number of articles of the Government’s Decree No. 35/2021/ND-CP of March 29, 2021, detailing and guiding the implementation of the Law on Investment in the Form of Public-Private Partnership.

4. To annul Article 8 of the Government’s Decree No. 125/2025/ND-CP of June 11, 2025, defining the competence of the two-tier local administration in the fields under the state management of the Ministry of Finance.

Article 82. Implementation responsibility

1. The Ministry of Finance shall:

a/ Perform the functions of the state management agency in charge of investment in the PPP form at the central level, and take responsibility before the Government for performing the state management of investment in the PPP form nationwide;

b/ Assume the prime responsibility for guiding the investor selection dossier form, manage and use expenses related to the investor selection process; annually summarize and evaluate the implementation situation of PPP projects nationwide; implement the mechanism on sharing of the increase and decrease in revenues for projects subject to investment policy decision by the National Assembly, the Prime Minister, ministers, or heads of central agencies or other agencies;

c/ Guide the implementation of other necessary contents of this Decree to meet the requirements of state management of investment activities in the PPP form.

2. The Ministry of Construction shall guide expense norms for preparation of PPP projects.

3. When necessary, ministries and ministerial-level agencies shall, based on the specific conditions (if any) of the sectors and fields under their management, provide guidance on socio-economic efficiency indicators, the return-on-equity framework for investors, quality assessment indicators, and depreciation periods for infrastructure facilities and systems in the prefeasibility study reports, feasibility study reports; the project contracts’ contents and other necessary contents.

In case the guidance specified in this Clause is not available yet, the competent agencies shall organize the project preparation, investor selection, and signing and implementation of PPP project contracts in accordance with the PPP Law, this Decree and relevant laws.

4. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, and chairpersons of provincial-level People’s Committees shall, within the ambit of their functions and powers, guide and implement this Decree.-

On behalf of the Government
For the Prime Minister
Deputy Prime Minister
TRAN HONG HA

* The Appendices to this Decree are not translated.