PPP Law, Law No. 64/2020/QH14

LAW

On Investment in the Form of Public-Private Partnership^[1]

Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Law on Investment in the Form of Public-Private Partnership.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Law prescribes investment in the form of public-private partnership; state management of, and rights, obligations and responsibilities of agencies, organizations and individuals involved in, investment in the form of public-private partnership.

Article 2. Subjects of application

This Law applies to parties to contracts on investment in the form of public-private partnership, state management agencies, and agencies, organizations and individuals involved in investment in the form of public-private partnership.

Article 3. Interpretation of terms

In this Law, the terms below are construed as follows:

1. Prefeasibility study report means a document presenting preliminary studies on the necessity, feasibility and efficiency of a project on investment in the form of public-private partnership (below referred to as PPP project), serving as a basis for a competent authority to decide on investment policy.

2. Feasibility study report means a document presenting studies on the necessity, feasibility and efficiency of a PPP project, serving as a basis for a competent authority to approve the project.

3. Bid security means that an investor pays a deposit or collateral at, or obtains guarantee from, a credit institution or foreign bank branch or an insurance enterprise lawfully operating in Vietnam before the time of bid closing to secure its/his/her responsibility to participate in bidding.

4. Contract performance security means that a PPP project enterprise pays a deposit or collateral at, or obtains guarantee from, a credit institution or foreign bank branch or an insurance enterprise lawfully operating in Vietnam to secure the contract performance responsibility of investors and the enterprise.

5. Lender means an organization or individual that provides loans to an investor or a PPP project enterprise to implement a PPP project contract.

6. Bid solicitor means a professionally qualified and capable unit that is assigned by a competent agency to organize investor selection.

7. Shortlist means a list of investors having passed prequalification in case of open bidding involving prequalification, or a list of investors invited to participate in competitive negotiations.

8. PPP project enterprise means an enterprise established by an investor for the sole purpose of signing and performing a PPP project contract.

9. PPP project means a combination of investment-related proposals to provide public products and services through carrying out one or more than one of the following activities:

a/ Building, operating and commercially operating infrastructure facilities or systems;

b/ Renovating, upgrading, expanding, modernizing, operating and commercially operating existing infrastructure facilities or systems;

c/ Operating and commercially operating existing infrastructure facilities or systems

10. Investment in the form of public-private partnership (below referred to as investment in the PPP form) means a form of investment effected on the basis of definite-term cooperation between the State and private investors through signing and performing PPP project contracts in order to attract private investors to participate in PPP projects.

11. PPP project preparation unit means a unit assigned by a competent agency to prepare prefeasibility study reports and feasibility study reports and perform other relevant tasks.

12. Prequalification participation dossier means all documents made by an investor and submitted to the bid solicitor as required in the dossier of invitation to prequalification.

13. Bid dossier means all documents made and submitted by an investor to the bid solicitor as required in the bidding dossier.

14. Dossier of invitation to prequalification means all documents specifying requirements on capacity and experience of investors, serving as a basis for the bid solicitor to select a shortlist.

15. Bidding dossier means all documents used for investor selection, including requirements for project implementation as a basis for investors to prepare bid dossiers and for the bid solicitor to evaluate bid dossiers and negotiate contracts in order to select investors that satisfy project implementation requirements.

16. PPP project contract means a written agreement between a contract-signing agency and an investor or a PPP project enterprise, stating that the State empowers the investor or PPP project enterprise to implement the PPP project in accordance with this Law. Such contract may take one of the following forms:

a/ Build-Operate-Transfer (BOT) contract;

b/ Build-Transfer-Operate (BTO) contract;

c/ Build-Own-Operate (BOO) contract;

d/ Operate-Manage (O&M) contract;

dd/ Build-Transfer-Lease (BTL) contract;

e/ Build-Lease-Transfer (BLT contract);

g/ Mixed contract as specified in Clause 3, Article 45 of this Law.

17. Investor selection means a process of identifying an investor that is fully capable and experienced and has feasible solutions to implement a PPP project on the principle of ensuring competition, fairness, transparency, and economic efficiency.

18. PPP investor (below referred to as investor) means an independent legal person established in accordance with law or a partnership of legal persons participating in investment in the PPP form.

19. State capital includes state budget funds, funds from lawful revenue sources reserved for investment expenditures or regular expenditures to be covered by the state budget.

Article 4. Investment fields, size and classification of PPP projects

1. Fields of investment in the PPP form include:

a/ Transport;

b/ Power grids, and power plants, except hydropower plants and cases where the State holds monopoly as specified in the Electricity Law;

c/ Irrigation; clean water supply; water drainage and wastewater treatment; waste treatment;

d/ Health; education and training;

dd/ Information technology infrastructure.

2. The total investment amount of a PPP project is specified as follows:

a/ Not lower than VND 200 billion, for projects in the fields specified at Points a, b, c and dd, Clause 1 of this Article; or not lower than VND 100 billion, for projects in localities with difficult socio-economic conditions or localities with extremely difficult socio-economic conditions as specified in the investment law;

b/ Not lower than VND 100 billion, for projects in the fields specified at Points d, Clause 1 of this Article;

c/ The requirement on total investment amount specified at Point a or b of this Clause is not applicable to projects implemented under O&M contracts.

3. PPP projects shall be classified based on the competence to decide on investment policy, including:

a/ Projects with investment policy to be decided by the National Assembly;

b/ Projects with investment policy to be decided by the Prime Minister;

c/ Projects with investment policy to be decided by ministers or heads of central agencies or other agencies as specified in Clause 1, Article 1 of this Law;

d/ Projects with investment policy to be decided by provincial-level People’s Councils.

4. The Government shall provide in detail the investment fields specified in Clause 1 and the requirement on total investment amount for each field specified in Clause 2 of this Article.

Article 5. Competent agencies and agencies signing PPP project contracts

1. Competent agencies include:

a/ Ministries, ministerial-level agencies, government-attached agencies, central agencies of political organizations, the Supreme People’s Procuracy, Supreme People’s Court, State Audit Office of Vietnam, Office of the President, Office of the National Assembly, and central agencies of the Vietnam Fatherland Front and of socio-political organizations (below collectively referred to as ministries and central agencies);

b/ Provincial-level People’s Committees;

c/ Agencies and organizations established by the Government or Prime Minister and assigned budget fund estimates in accordance with the law on the state budget (below collectively referred to as other agencies).

2. Agencies signing PPP project contracts include:

a/ The competent agencies specified in Clause 1 of this Article;

b/ Agencies and units authorized by competent agencies to sign project contracts under Clause 4 of this Article.

3. In case a project is managed by more than one of the competent agencies specified in Clause 1 of this Article or in case of change of a competent agency, such agency shall report it to the Prime Minister for him/her to assign one of them to act as the competent agency.

4. A competent agency may authorize its attached agency or unit to act as the agency signing contracts of PPP projects under the former’s competence.

Article 6. PPP project appraisal councils

1. PPP project appraisal councils include:

a/ The State Appraisal Council, which shall appraise prefeasibility study reports and feasibility study reports of PPP projects with investment policy to be decided by the National Assembly;

b/ Interdisciplinary appraisal councils, which shall appraise prefeasibility study reports and feasibility study reports of PPP projects with investment policy to be decided by the Prime Minister;

c/ Grassroots-level appraisal councils, which shall appraise prefeasibility study reports and feasibility study reports of PPP projects with investment policy to be decided by ministers, heads of central agencies or other agencies, or provincial-level People’s Councils, unless the appraisal task is assigned to units attached to the competent agencies specified in Clause 3 of this Article.

2. The Prime Minister shall, at the proposal of the Minister of Planning and Investment, decide to form appraisal councils for the PPP projects specified at Points a and b, Clause 1 of this Article.

3. Based on the size and characteristics of a PPP project, a minister, the head of a central agency or another agency, or the chairperson of a provincial-level People’s Committee shall form a grassroots-level appraisal council or assign an attached unit to appraise the prefeasibility study report and feasibility study report of the project.

4. PPP project appraisal councils or attached units performing the appraisal task may hire consultants.

5. The Government shall detail this Article.

Article 7. Principles of management of investment in the PPP form

1. Ensuring conformity with national socio-economic development strategies and plans and relevant master plans in accordance with the planning law.

2. Ensuring effective management and use of the State’s resources in PPP projects.

3. Ensuring that the examination, inspection, state audit or supervision of PPP projects does not obstruct normal investment and business activities of investors and PPP project enterprises.

4. Ensuring open, transparent, equal, sustainable and effective investment.

5. Ensuring harmony of interests of the State, investors, users and the community.

Article 8. Contents of state management of investment in the PPP form

1. Promulgating, disseminating and popularizing, and organizing the implementation of, legal documents on investment in the PPP form.

2. Reviewing, evaluating and reporting on implementation of investment in the PPP form.

3. Examining, inspecting and supervising the implementation of the law on investment in the PPP form.

4. Settling complaints and denunciations, and handling violations related to investment in the PPP form; settling petitions in investor selection.

5. Organizing and carrying out investment promotion activities and international cooperation on investment in the PPP form.

6. Providing guidance and support for, and settling procedure-related problems upon request of, investors and PPP project enterprises in investment in the PPP form.

Article 9. Publicity and transparency in investment in the PPP form

1. Information required to be published on the Vietnam E-Procurement System includes:

a/ Information about investment policy decisions and PPP project approval decisions;

b/ Information about investor selection, including notices of invitation to prequalification, notices of invitation of bids, shortlists, and investor selection results;

c/ Information about selected investors and PPP project enterprises;

d/ Principal contents of PPP project contracts, such as total investment amounts; structure of funding sources in the projects; types of contracts; project implementation period; public product and service prices and charges of; forms and places for charge collection (if any); and other necessary information;

dd/ Value of account-finalized public investment funds in PPP projects, in case of using public investment funds;

e/ Legal documents on investment in the PPP form;

g/ Database on investors;

h/ Information about settlement of complaints, denunciations and petitions about, and handling of violations related to, investment in the PPP form.

2. In addition to being published on the Vietnam E-Procurement System, the information specified at Points a, b, c and d, Clause 1 of this Article shall also be published on websites (if any) of competent agencies.

3. It is encouraged to publish the information specified in Clause 1 of this Article in other mass media.

Article 10. Prohibited acts in investment in the PPP form

1. Deciding on investment policy for PPP projects not in conformity with relevant strategies, master plans or plans, or while failing to determine state capital sources in PPP projects, for projects requiring the use of state capital, or not in compliance with the competence, order and procedures specified in this Law.

2. Approving PPP projects without investment policy, or not in conformity with investment policy, or not in compliance with the competence, order and procedures specified in this Law.

3. Competent agencies or contract-signing agencies colluding with consultancy organizations or investors, thus deciding on investment policy or approving PPP projects that causes loss of state capital or assets or natural resources of the country or harms or infringes upon interests of citizens and the community.

4. Failing to ensure fairness and transparency in investor selection, including the following acts:

a/ Participating in bidding in the capacity as investors, for projects for which they act as bid solicitors, competent agencies or contract-signing agencies, or performing tasks of bid solicitors, competent agencies or contract-signing agencies;

b/ Simultaneously participating in making and appraising dossiers of invitation to prequalification or bidding dossiers, or simultaneously participating in evaluating bid dossiers and appraising investor selection results for the same project;

c/ Individuals of bid solicitors, competent agencies or contract-signing agencies directly participating in the investor selection process or joining experts’ groups or appraisal groups for investor selection results, or being heads of competent agencies, contract-signing agencies or bid solicitors, for projects for which their natural parents, parents-in-law, spouses, offspring, adopted children, daughters-in-law, sons-in-law or siblings use their names to participate in bidding, or being lawful representatives of investors participating in bidding;

d/ Using ones’ names to participate in bidding for projects in which competent agencies, contract-signing agencies or bid solicitors are the agencies or organizations where they ceased working 12 months earlier.

5. Disclosing or receiving the following documents and information about the investor selection process:

a/ Contents of dossiers of invitation to prequalification or bidding dossiers before they are issued under regulations, except projects for which it is required to carry out market surveys or consult investors before making dossiers of invitation to prequalification or bidding dossiers;

b/ Contents of dossiers for participation in prequalification, bid dossiers, reports of bid solicitors, reports of expert teams, appraisal reports, reports of consultancy contractors, reports of related specialized agencies in the investor selection process, prequalification results and investor selection results before they are publicized under regulations;

c/ Other documents in the investor selection process that are identified as containing state secrets as prescribed by law.

6. Committing bid rigging, including the following acts:

a/ Reaching an agreement to retract bids or previously submitted bidding participation applications for one or more than one of the parties to the agreement to win the bid;

b/ Reaching an agreement for one or more than one of the parties to the agreement to prepare bid dossiers for bidding participants so as to help one or more than one of the parties to the agreement win the bid.

7. Transferring shares, contributed capital amounts, or rights and obligations in contravention of this Law and PPP project contracts.

8. Ceasing the provision of public products and services in cases other than those stated in PPP projects contracts.

9. Offering, taking or acting as a go-between for bribes.

10. Abusing positions or powers to appropriate state capital, seek personal gains or commit corruption in the management and use of state capital in PPP projects; illegally intervening in the process of PPP project implementation.

11. Committing frauds, including the following acts:

a/ Forging or falsifying information, dossiers or documents related to investment policy decision, PPP project approval decision, investor selection, or implementation of PPP projects to gain illegal benefits or shirk any obligations;

b/ Intentionally providing untruthful or biased information, thus distorting investment policy, approved PPP projects, investor selection results, examination, inspection, supervision or audit results, or results of account finalization of public investment funds or liquidation of PPP project contracts;

c/ Intentionally providing untruthful or biased  information, thus falsifying data on turnover of PPP projects in order to gain illegal benefits.

12. Obstructing the investigation and handling of violations of the law on investment in the PPP form.

Article 11. Process of PPP project implementation

1. Except the case specified in Clause 2 of this Article, the process of implementation of a PPP project is as follows:

a/ Preparing and appraising a prefeasibility study report, deciding on investment policy, and announcing the project;

b/ Preparing and appraising a feasibility study report and approving the project;

c/ Selecting investors;

d/ Establishing a PPP project enterprise and signing a PPP project contract;

dd/ Performing the PPP project contract.

2. For a PPP project applying high technologies on the list of high technologies prioritized for development investment in accordance with the law on high technology, or applying new technologies in accordance with the law on technology transfer, the process of project implementation is as follows:

a/ Preparing and appraising a prefeasibility study report, deciding on investment policy, and announcing the project;

b/ Selecting investors;

c/ Preparing a feasibility study report by selected investors;

d/ Appraising a feasibility study report and approving the project;

dd/ Taking the steps specified at Points d and dd, Clause 1 of this Article.

3. For a PPP project that involves a work subject to contest for selection of architectural plans, the organization of such contest shall be considered and approved in the investment policy decision specified in Clause 1 or 2 of this Article and must comply with the law on architecture.

4. A project under a public investment plan that is considered to be transformed into a PPP project shall be implemented in the process specified in Clause 1 or 2 of this Article.

5. The Government shall provide in detail contents in the process of PPP project implementation.

Chapter II

PREPARATION OF PPP PROJECTS

Section 1

PPP PROJECTS FORMULATED BY COMPETENT AGENCIES

Article 12. Competence to decide on investment policy for PPP projects

1. The National Assembly shall decide on investment policy for PPP projects with one of the following criteria:

a/ Using public investment funds valued at VND 10 trillion or more;

b/ Greatly affecting the environment or being likely to seriously affect the environment, such as nuclear power plants; projects using land requiring the use purpose change of land under special-use forests, watershed protection forests or border protection forests of 50 hectares or more; windshield or sand-shielding protection forests or wave-shielding and sea-encroaching protection forests of 500 hectares or more; or production forests of 1,000 hectares or more;

c/ Using land requiring the use purpose change of land areas for wet rice cultivation of 500 hectares or more for 2 crops or more;

d/ Requiring relocation for resettlement of 20,000 people or more in mountainous areas, or 50,000 people or more in other areas;

dd/ Requiring the application of special mechanisms and policies subject to the National Assembly’s decision.

2. Except the projects specified in Clause 1 of this Article, the Prime Minister shall decide on investment policy for PPP projects with one of the following criteria:

a/ Requiring relocation for resettlement of 10,000 people or more in mountainous areas, or 20,000 people or more in other areas;

b/ Using central budget funds managed by ministries or central agencies with the total investment amount equal to that of group-A projects as prescribed by the law on public investment, or using ODA and concessional loans of foreign donors;

c/ Building airports or aerodromes; runways of airports or aerodromes; passenger terminals of international airports; or cargo terminals of airports or aerodromes with a throughput of 1 million tons/year or more;

d/ Building wharves or wharf zones of special seaports; wharves or wharf zones of grade-1 seaports with the total investment amount equal to that of group-A projects as prescribed by the law on public investment.

3. Ministers or heads of central agencies or other agencies shall decide on investment policy for PPP projects under their management, except the projects specified in Clauses 1 and 2 of this Article.

4. Provincial-level People’s Councils shall decide on investment policy for PPP projects under local management, except the projects specified in Clauses 1 and 2 of this Article.

5. In case of adjustment of investment policy for PPP projects, the competence to decide on such adjustment must comply with Clause 2, Article 18 of this Law.

Article 13. Procedures for deciding on investment policy for PPP projects

1. Procedures for deciding on investment policy for a PPP project falling within the competence of the National Assembly:

a/ The PPP project preparation unit prepares a prefeasibility study report for a competent agency to submit it to the Government, and concurrently sends it to the Ministry of Planning and Investment;

b/ The Minister of Planning and Investment proposes the Prime Minister to form the State Appraisal Council;

c/ The State Appraisal Council appraises the prefeasibility study report. For a project using public investment funds, the appraisal of funding sources and fund-balancing capacity must comply with the law on public investment;

d/ The Government finalizes the dossier for submission to the National Assembly for consideration and decision;

dd/ The National Assembly’s agency verifies the dossier submitted by the Government;

e/ The National Assembly considers and adopts a resolution on investment policy for the project.

2. Procedures for deciding on investment policy for a PPP project falling within the competence of the Prime Minister:

a/ The PPP project preparation unit prepares a prefeasibility study report for a competent agency to send it to the Ministry of Planning and Investment;

b/ The Minister of Planning and Investment proposes the Prime Minister to form an interdisciplinary appraisal council;

c/ The interdisciplinary appraisal council appraises the prefeasibility study report;

d/ The Ministry of Planning and Investment assumes the prime responsibility for appraising funding sources and fund-balancing capacity, for central budget funds in accordance with the law on public investment in case the project is funded by the central budget, for sending to the interdisciplinary appraisal council;

dd/ The local specialized agency managing public investment funds assumes the prime responsibility for appraising funding sources and fund-balancing capacity, for local budget funds in accordance with the law on public investment in case the project is funded by the local budget, for sending to the interdisciplinary appraisal council;

e/ The interdisciplinary appraisal council completes and sends the appraisal report to a competent agency;

g/ The competent agency finalizes the dossier for submission to the Prime Minister for consideration and decision;

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

3. Procedures for deciding on investment policy for a PPP project falling within the competence of a minister or the head of a central agency or another agency:

a/ The PPP project preparation unit prepares a prefeasibility study report for submission to the minister or the head of the central agency or another agency for consideration and decision;

b/ The grassroots-level appraisal council or unit assigned the appraisal task appraises the prefeasibility study report;

c/ The specialized agency managing public investment under the ministry, central agency or another agency assumes the prime responsibility for appraising sources and balancing capacity for public investment funds in accordance with the law on public investment in case the project uses public investment funds, for sending to the grassroots-level appraisal council or unit assigned the appraisal task;

d/ The grassroots-level appraisal council or unit assigned the appraisal task finalizes and sends the appraisal report to the PPP project preparation unit;

dd/ The PPP project preparation unit finalizes the dossier for submission to the minister or head of the central agency or another agency for consideration and decision;

e/ The minister or head of the central agency or another agency decides on investment policy for the project.

4. Procedures for deciding on investment policy for a PPP project falling within the competence of a provincial-level People’s Council:

a/ The PPP project preparation unit prepares a prefeasibility study report for submission to the provincial-level People’s Committee;

b/ The grassroots-level appraisal council or unit assigned the appraisal task appraises the prefeasibility study report;

c/ The local specialized agency managing public investment assumes the prime responsibility for appraising sources and balancing capacity for public investment funds in accordance with the law on public investment in case the project uses public investment funds, for sending to the grassroots-level appraisal council or unit assigned the appraisal task;

d/ The grassroots-level appraisal council or unit assigned the appraisal task finalizes and sends the appraisal report to the PPP project preparation unit;

dd/ The PPP project preparation unit finalizes the dossier for the  provincial-level People’s Committee to submit it to the provincial-level People’s Council for consideration and decision;

e/ The provincial-level People’s Council decides on investment policy for the project.

5. For PPP projects using funding sources reserved for regular expenditures or lawful revenue sources reserved for regular expenditures of state agencies or public non-business units as payments for PPP project enterprises, or using state budget contingency funds as payments for decreased amounts in turnover, finance agencies at all levels shall appraise budgets’ fund-balancing capacity in accordance with the law on the state budget and send reports thereon to PPP project appraisal councils or units assigned the appraisal task for summarization and submission to competent authorities for the latter to decide on investment policy for the projects.

Article 14. Selection of projects and preparation of prefeasibility study reports of PPP projects

1. Conditions for a project to be selected for investment in the PPP form:

a/ The project is in need of investment;

b/ The project is in the fields specified in Clause 1, Article 4 of this Law and satisfies the requirement on total investment amount specified in Clause 2, Article 4 of this Law;

c/ The project does not overlap with a PPP project for which investment policy decision or project approval decisions has been issued;

d/ Investment in the PPP form is more advantageous than other forms of investment;

dd/ It is possible to allocate state capital in case the project needs state capital.

2. Grounds for preparing prefeasibility study reports:

a/ National socio-economic development strategies and plans and relevant master plans as specified by the planning law;

b/ The provisions of this Law and other laws that are related to investment fields of projects;

c/ Other relevant legal documents.

3. A prefeasibility study report must have the following principal contents:

a/ Necessity of investment; advantages of investment in the PPP form compared to other forms of investment; impacts of the PPP project implementation on the community and population within the project coverage;

b/ Objectives; anticipated size, location and implementation duration of the project, and needs for land and other natural resources;

c/ Preliminary designs as specified by the construction law, for a project with construction components, or by other relevant laws, for projects without construction components; preliminary explanations about technical and technological plans; preliminary division of the project into component projects (if any);

d/ Preliminary evaluation of socio-economic benefits of the project; preliminary assessment of environmental impacts in accordance with the law on environmental protection as for a public investment project;

dd/ Estimated total investment amount; preliminary evaluation of the project’s financial plan; expected use of state capital in the project (if any); expected method of payment for investors, for projects to be implemented under BTL or BLT contracts;

e/ Expected type of PPP project contract; forms of investment incentives and guarantees; mechanism for sharing decreased amounts in turnover.

Article 15. Appraisal of prefeasibility study reports of PPP projects

1. A dossier for appraisal of a prefeasibility study report of a PPP project must comprise:

a/ A request for appraisal;

b/ A draft request for decision on investment policy;

c/ The prefeasibility study report;

d/ Other relevant legal papers of the project.

2. The appraisal of a prefeasibility study report of a PPP project covers the following principal contents:

a/ Satisfaction of the conditions specified in Clause 1, Article 14 of this Law;

b/ Compliance with the grounds for making a prefeasibility study report specified in Clause 2, Article 14 of this Law;

c/ Investment efficiency; capacity to recover capital for investors;

d/ Appropriateness of the type of PPP project contract;

dd/ Mechanism for sharing decreased amounts in turnover;

e/ Funding sources and fund-balancing capacity, for a PPP project funded with state capital.

Article 16. Dossier of request for decision on investment policy for a PPP project

1. A request for decision on investment policy.

2. The draft decision on investment policy.

3. The prefeasibility study report.

4. A report appraising the prefeasibility study report; verification report, for a project with investment policy to be decided by the National Assembly.

5. Other relevant legal papers of the project.

Article 17. Contents of decisions on investment policy for PPP projects

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

a/ Name of the project;

b/ Name of the competent agency;

c/ Objectives; expected size, location and implementation duration of the project, and needs for land and other natural resources;

d/ Anticipated type of PPP project contract;

dd/ Estimated total investment amount; preliminary financial plan; structure of funding sources in the project, and expected bracket of prices and charges of public products and services, for projects under which charges are collected directly from users;

e/ Investment guarantee mechanism and mechanism for sharing decreased amounts in turnover.

2. For projects applying high technologies or new technologies, in addition to the contents specified in Clause 1 of this Article, a decision on investment policy must also have the name of the bid solicitor, form of investor selection, and time of organizing investor selection.

Article 18. Adjustment of investment policy for PPP projects

1. Investment policy for a PPP project shall be adjusted upon a change in objectives, location or size of the project or type of PPP project contract, an increase by at least 10% of the total investment amount, or an increase in the value of state capital in the project in the following cases:

a/ The project is affected by a force majeure event;

b/ There is a change in relevant master plans, policies or laws;

c/ The feasibility study report is modified.

2. An authority competent to decide on investment policy for a PPP project shall decide on adjustment of the investment policy for the project and take responsibility for its decision.

3. Procedures for proposing a competent authority to decide on adjustment of investment policy for a PPP project must comply with Article 13 of this Law as appropriate to contents to be adjusted.

4. A dossier for adjustment of investment policy for a PPP project must comprise:

a/ A request for adjustment of investment policy;

b/ To-be-modified contents of the prefeasibility study report;

c/ A report appraising and a report verifying modified contents of the prefeasibility study report;

d/ Other relevant legal papers of the project.

Article 19. Contents of a feasibility study report of a PPP project

1. The PPP project preparation unit shall prepare a feasibility study report based on the investment policy decision.

2. A feasibility study report of a PPP project must have the following principal contents:

a/ Necessity of investment; advantages of investment in the PPP form compared to other forms of investment; results of assimilation of opinions on impacts of project implementation in the PPP form from the provincial-level People’s Council, People’s Committee and Vietnam Fatherland Front Committee of the locality where the project is to be implemented, and professional associations related to investment fields;

b/ The project’s conformity with national socio-economic development strategies and plans and relevant master plans as specified by the planning law;

c/ Objectives, size, location, and needs for land and other natural resources;

d/ Project implementation schedule and duration, such as term of contract and time of construction of works, for projects with construction components;

dd/ Explanations about requirements on technical and technological plans and quality standards of works, infrastructure systems or public products and services; design dossiers as required by the construction law and other relevant laws; relations of component projects (if any);

e/ Type of PPP project contract; risk analysis and risk management measures for the project;

g/ Forms of investment incentives and guarantees, and mechanism for sharing decreased amounts in turnover;

h/ Total investment amount; the project’s financial plan; expected state capital amount in the project and forms of its management and use (if any); results of survey of the interest of investors and lenders (if any); capacity to raise funds for  implementation of the project; plans on management, trading or provision of public products and services;

i/ Socio-economic benefits of the project; environmental impact assessment report as required by the law on environmental protection.

Article 20. Dossiers for and contents of appraisal of feasibility study reports of PPP projects

1. A dossier for appraisal of a feasibility study report of a PPP project must comprise:

a/ A request for appraisal;

b/ A draft request for approval of the project;

c/ The feasibility study report;

d/ The investment policy decision;

dd/ Other relevant legal papers of the project.

2. The appraisal of a feasibility study report of a PPP project covers:

a/ Compliance with legal grounds;

b/ Necessity of the investment;

c/ Conformity with requirements on technical and technological plans and quality standards of works and infrastructure systems or public products and services. The appraisal of contents on design dossiers, techniques, technologies and quality standards must comply with the construction law and other relevant laws;

d/ Appropriateness of the type of PPP project contract;

dd/ Financial feasibility; plans on management, trading or provision of public products and services;

e/ Socio-economic benefits.

Article 21. Competence to approve PPP projects

1. The Prime Minister shall approve the projects specified in Clause 1, Article 12 of this Law.

2. Ministers and heads of central agencies or other agencies shall approve the projects under their management specified in Clauses 2 and 3, Article 12 of this Law.

3. Chairpersons of provincial-level People’s Committees shall approve the projects under their management specified in Clauses 2 and 4, Article 12 of this Law.

Article 22. Dossier for approval of a PPP project

1. A request for approval of the project.

2. A draft decision on approval of the project.

3. The feasibility study report.

4. A report appraising the feasibility study report.

5. The decision on investment policy.

6. Other relevant legal papers of the project.

Article 23. Contents of decisions on approval of PPP projects

A decision on approval of a PPP project must have the following principal contents:

1. Name of the project;

2. Name of the contract-signing agency;

3. Objectives, scale, location and implementation duration of the project; needs for land and other natural resources;

4. Type of the PPP project contract;

5. Total investment amount; structure of funding sources in the project; prices and charges of public products and services, for projects to be implemented under contracts with charges collected directly from users;

6. Name of the bid solicitor, form of investor selection, and time of organizing investor selection, except the case specified in Clause 2, Article 17 of this Law.

Article 24. Adjustment of PPP projects

1. The feasibility study report of a project shall be modified in the following cases:

a/ The project is affected by a force majeure event;

b/ There appear factors expected to bring about higher financial and socio-economic benefits for the project;

c/ A change in relevant master plans, policies and laws directly affects objectives, location and size of the project;

d/ No investor can be selected for implementation of the project.

2. In case the modification of the feasibility study report of a PPP project results in a change in objectives, size, location or contract type of the project; or results in an increase by at least 10% of the total investment amount or an increase of the value of state capital in the project, it is required to carry out the order and procedures for deciding on adjustment of investment policy before the adjustment of the project is submitted to a competent authority for approval.

3. The competence and procedures for appraisal and approval of the adjustment of a PPP project must comply with Articles 19 thru 23 of this Law as appropriate to contents to be adjusted.

4. A dossier for adjustment of a project must comprise:

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

b/ A draft decision on approval of the adjustment of the project;

c/ A report appraising modified contents of the feasibility study report;

d/ Other relevant legal papers of the project.

Article 25. Disclosure of information about PPP projects

1. Within 10 days after obtaining a decision on investment policy or decision on adjustment of investment policy (if any), or decision on approval of a project or decision on approval of the adjustment of a project (if any), a competent agency shall disclose information about the project as specified in Clause 2 of this Article.

2. To-be-disclosed information about a project includes:

a/ Decision on investment policy or decision on adjustment of investment policy (if any);

b/ Decision on approval of a project or decision on approval of the adjustment of a project (if any);

c/ Contact addresses of the competent agency, contract-signing agency and the bid solicitor.

Section 2

PPP PROJECTS PROPOSED BY INVESTORS

Article 26. Conditions on PPP projects proposed by investors

1. A PPP project proposed by an investor must satisfy the following conditions:

a/ Satisfying the conditions for selection of projects for investment in the PPP form specified at Points a, b, c and d, Clause 1, Article 14 of this Law;

b/ Not being the same with another PPP project for which a competent agency has organized the formulation of a prefeasibility study report or has permitted another investor to formulate a prefeasibility study report;

c/ Being conformable with national socio-economic development strategies and plans and relevant master plans in accordance with the planning law.

2. Projects proposed by investors are subject to open bidding or competitive negotiations under Article 37 or 38 of this Law.

Article 27. Procedures for preparation of PPP projects proposed by investors

1. Procedures for preparation of a project proposal dossier:

a/ An investor shall send a written proposal on implementation of a PPP project to a competent agency, or to the state management agency in charge of investment in the PPP form in case no competent agency is identifiable;

b/ The competent agency shall consider the proposal and issue a written reply stating whether it approves or disapproves the investor’s preparation of a prefeasibility study report. A written approval must state methods of coordination with organizations and units attached to the competent agency, deadline for submission of a project proposal dossier by the investor, and other relevant contents. In case of disapproval, the competent agency shall clearly state the reason;

c/ In case the proposal is approved by the competent agency, the investor shall prepare a project proposal dossier which must comprise a prefeasibility study project and documents stating the legal status, capacity and experience of the investor;

d/ The investor shall send the project proposal dossier to the competent agency;

dd/ In case the project proposal dossier is disapproved, the investor shall bear all expenses and risks incurred.

2. Projects proposed by investors shall be appraised and have their investment policy decided under Articles 6, 12, 13, 14, 15, 16 and 17 of this Law.

3. Procedures for formulation and appraisal of a feasibility study report and approval of a project:

a/ The investor shall prepare a feasibility study report under Article 19 of this Law;

b/ The feasibility study report prepared by the investor shall be appraised under Article 20 of this Law;

c/ The project shall be approved under Articles 21, 22 and 23 of this Law;

d/ In case the project is disapproved, the investor shall bear all expenses and risks incurred.

4. Procedures for announcement of a project:

a/ After the investment policy for the project proposed by an investor is decided and the project is approved by a competent authority, a competent agency shall disclose information on the project under Article 25 of this Law and the name of the project-proposing investor;

b/ For a project with contents related to intellectual property rights, trade secrets, technology know-how or agreements on capital raising for implementation of a project subject to confidentiality requirements, the investor shall reach agreement with a competent agency on information not to be disclosed.

5. The adjustment of investment policy for a PPP project must comply with Article 18 of this Law; the adjustment of a PPP project must comply with Article 24 of this Law.

6. Expenses for preparation of prefeasibility study reports and feasibility study reports shall be included in total investment amounts of projects. In case project-proposing investors are not selected, expenses for preparation of prefeasibility study reports and feasibility study reports shall be refunded by selected investors.

7. The Government shall detail this Decree.

Chapter III

SELECTION OF INVESTORS

Section 1

GENERAL PROVISIONS ON SELECTION OF INVESTORS

Article 28. Procedures for selection of investors               

1. The selection of an investor shall be carried out according to the following procedures:

a/ Selection of a shortlist (if applied);

b/ Preparation for the selection;

c/ Organization of the selection;

d/ Evaluation of bid dossiers;

dd/ Submission, appraisal, approval and disclosure of investor selection result;

e/ Negotiation on, finalization and signing of, a PPP project contract, and disclosure of contract information.

2. Based on specific conditions of each project, a competent agency shall draw up a shortlist after deciding on the investment policy for the project under Point a, Clause 1, Article 11 of this Law or after approving the project under Point b, Clause 1, Article 11 of this Law.

3. The selection of investors according to the procedures specified in Clause 1 of this Article via the Vietnam National e-Procurement System shall be carried out under a roadmap set by the Minister of Planning and Investment.

4. Investors that have their project proposal dossiers approved are entitled to preferences when their bid dossiers are evaluated.

5. Investors that commit to use domestic contractors, goods, supplies, materials and equipment are entitled to preferences when their bid dossiers are evaluated.

6. The Government shall detail this Article.

Article 29. Eligibility of investors

An investor is regarded as eligible when satisfying the following conditions:

1. Having the establishment and operation registration certificate granted by a competent authority of a country or territory where it/he/she is operating;

2. Conducting independent financial accounting; ensuring competition in the investor selection;

3. Not being in the dissolution process; not falling into cases of insolvency specified by the law on bankruptcy;

4. Not being banned from participating in investment activities in the PPP form;

5. An enterprise of which the State holds 100% of charter capital shall join a partnership with an investor of the private sector for participation in bidding;

6. An investor established under a foreign law must satisfy the conditions for market access when participating in the investor selection, for projects in sectors or trades subject to conditional market access in accordance with the investment law.

Article 30. Assurance of competition in the selection of investors

An investor wishing to participate in bidding must be legally and financially independent from:

1. Consultants for preparation of prefeasibility study reports and feasibility study reports, except projects proposed by investors;

2. Consultants for appraisal of prefeasibility study reports and feasibility study reports;

3. Consultants for preparation and appraisal of dossiers of invitation to prequalification and bidding dossiers; evaluation and appraisal of prequalification results and investor selection results;

4. Competent agencies, contract-signing agencies, and bid solicitors.

Article 31. Selection of domestic investors and international investors

1. The selection of domestic investors shall be carried out in the forms specified in Articles 37, 38, 39 and 40 of this Law, in which only investors established under Vietnam’s law may participate.

2. The selection of international investors shall be carried out in the forms specified in Articles 37, 38, 39 and 40 of this Law, in which all investors, regardless of whether they are established under foreign laws or Vietnam’s law, may participate.

3. The selection of international investors may apply to all PPP projects, except:

a/ Projects in sectors or trades not open to market access for foreign investors in accordance with the investment law;

b/ Projects subject to requirements on national defense and security or protection of state secrets.

Article 32. Languages used in the selection of investors

Language to be used in the selection of domestic investors is Vietnamese. Language(s) to be used in the selection of international investors is/are  English or Vietnamese and English.

Article 33. Bid security

1. Based on the size and characteristics of each project, the value of bid security shall be stated in the bidding dossier and ranges between 0.5% and 1.5% of total investment of the project.

2. The validity period of bid security stated in the bidding dossier is equal to that of bid dossiers plus 30 days.

3. In case of extension of the validity period of bid dossiers, the bid solicitor shall request investors to extend correspondingly the validity period of bid security without modifying contents of submitted bid dossiers. In case an investor refuses to extend the validity period of its/his/her bid dossier, such bid dossier shall be invalidated and eliminated.

4. For a partnership participating in bidding, each partner may provide its own bid security or all partners may reach agreement to let one of them to provide bid security for itself/himself/herself and other partners. The total value of bid security must not be lower than the value required in the bidding dossier. In case a partner violates Clause 6 of this Article, bid security of all partners will not be refunded.

5. The bid solicitor shall refund or release bid security for unselected investors within the time limit stated in the bidding dossier which must not exceed 14 days after the investor selection result is approved. For a selected investor, bid security may be refunded or released after the PPP project enterprise established by the investor provides contract performance security under Article 48 of this Law.

In case an investor refuses to extend the validity period under Clause 3 of this Article, the bid solicitor shall refund or release bid security to such investor within 14 days after receiving a notice of extension refusal.

6. Bid security may not be refunded in the following cases:

a/ An investor retracts its/his/her bid dossier during the validity period of such dossier;

b/ An investor violates the bidding law, leading to bidding cancellation under Point dd, Clause 1, Article 34 of this Law;

c/ An investor fails or refuses to conduct negotiations for finalization of a contract within 30 days after receiving a bid-winning notice from the bid solicitor or has conducted negotiations for finalization of a contract but refuses to sign such contract, except in force majeure events;

d/ A PPP project enterprise established by an investor fails to provide contract performance security under Article 48 of this Law.

Article 34. Bid cancellation     

1. Bid cancellation shall be carried out in the following cases:

a/ All prequalification participation dossiers and bid dossiers fail to meet requirements of dossiers of invitation to prequalification and bidding dossiers;

b/ There is(are) a change(s) in the objectives and scale stated in dossiers of invitation to prequalification and bidding dossiers;

c/ Dossiers of invitation to prequalification and bidding dossiers are not compliant with this Law or other relevant laws, making selected investors fail to meet requirements for project implementation;

d/ The selection of investors is organized in contravention of this Law or other relevant laws, leading to restraint of competition among investors;

dd/ There is an evidence of bribe offering, taking or brokerage, bid rigging, fraudulence, or abuse of one’s position or powers to illegally intervene in bidding activities, thereby falsifying the investor selection result.

2. Organizations and individuals that commit violations leading to bid cancellation as specified at Points c, d and dd, Clause 1 of this Article shall compensate for expenses incurred by related parties and be handled in accordance with law.

Article 35. Responsibilities of bid solicitors in the process of investor selection

1. To take responsibility before law and competent agencies for the process of investor selection.

2. To ensure honesty, impartiality and fairness.

3. To pay compensations in accordance with law.

4. To keep documents confidential.

5. To archive related information in accordance with the law on archives.

Article 36. Handling of investor selection circumstances in the course of project implementation

1. Handling of investor selection circumstances in the course of project implementation means dealing with cases of contingency not yet specified in this Law.

2. Competent agencies and bid solicitors shall take responsibility before law for their decisions on handling of circumstances on the basis of adhering to the following principles:

a/ Ensuring competitiveness, fairness, transparency and economic efficiency;

b/ Being based on investment policy decisions; project approval decisions; dossiers of invitation to prequalification and bidding dossiers; dossiers for participation in prequalification and bid dossiers; prequalification results and investor selection results; contracts signed with selected investors; and actual progress of project implementation.

3. The Government shall detail this Article.

Section 2

FORMS OF INVESTOR SELECTION

Article 37. Open bidding   

1. Open bidding means a form of investor selection in which the number of participating investors is not limited.

2. Open bidding may apply to all PPP projects, except the cases specified in Articles 38, 39 and 40 of this Law.

Article 38. Competitive negotiation

Competitive negotiation may apply in the following cases:

1. No more than 3 investors that meet project implementation requirements are invited to participate in competitive negotiation;

2. Projects apply high technologies on the list of high technologies prioritized for development investment in accordance with the law on high technology;

3. Projects apply new technologies in accordance with the law on technology transfer.

Article 39. Investor appointment   

1. Investor appointment may apply to:

a/ Projects subject to requirements on national defense and security or protection of state secrets;

b/ Projects subject to immediate selection of replacement investors under Point a, Clause 4, Article 52 of this Law in order to ensure their uninterrupted implementation.

2. Authorities competent to approve projects may decide on investor appointment. In case of investor appointment for the projects specified at Point a, Clause 1 of this Article, before being carried out, the investor appointment shall be approved by the Prime Minister after soliciting opinions of the Ministry of National Defense or Ministry of Public Security on requirements on national defense and security or protection of state secrets.

Article 40. Investor selection in special cases

1. In case a PPP project has special and peculiar conditions, making it impossible to apply the forms of investor selection specified in Articles 37, 38 and 39 of this Law, a competent agency shall propose the Prime Minister to consider and decide on an investor selection plan.

2. A dossier of a project to be submitted to the Prime Minister must contain:

a/ Basic information on the project;

b/ Explanations about special and peculiar conditions of the project;

c/ An investor selection plan in special cases, which must state steps of investor selection; proposed specific solutions to deal with special and peculiar characteristics of the project in order to ensure investment efficiency of the project.

Section 3

METHODS AND CRITERIA FOR EVALUATION OF DOSSIERS FOR PARTICIPATION IN PREQUALIFICATION AND BID DOSSIERS

Article 41. Method and criteria for evaluation of dossiers for participation in prequalification

1. Evaluation of dossiers for participation in prequalification shall be carried out by the 100- or 1,000-point scoring method as stated in such dossiers. The scoring method shall be developed on the criteria for evaluation of dossiers for participation in prequalification specified in Clause 2 of this Article.

2. Criteria for evaluation of dossiers for participation in prequalification include the following basic contents:

a/ Financial and commercial capacity and experience, ability to arrange capital; experience from the implementation of similar projects.

In case of a partnership, the capacity and experience of investors shall be determined to be equal to the total capacity and experience of partners. The investor leading the partnership must have an equity holding rate of at least 30% and each partner must have an equity holding rate of at least 15%;

b/ A preliminary plan on project implementation and project implementation commitments;

c/ History of disputes, complaints and lawsuits related to contracts already or being performed.

Article 42. Method and criteria for evaluation of bid dossiers

1. Evaluation of capacity and experience shall be carried out by the 100- or 1,000-point scoring method as stated in bidding dossiers. Criteria for evaluation of capacity and experience must comply with Clause 2, Article 41 of this Law.

2. Technical evaluation shall be based on the 100- or 1,000-point scoring method or by the pass-fail method as stated in bidding dossiers. Criteria for technical evaluation include a criterion on quality, output, efficiency; criterion on operation, management, business operation, maintenance; criterion on environment and safety; and other technical criteria.

3. Financial and commercial evaluation shall be based on the comparison and ranking method as stated in bidding dossiers. The comparison and ranking method shall be developed based on one of the criteria for financial and commercial evaluation below:

a/ Criterion on public product and service prices and charges;

b/ Criterion on state capital provided in support of construction of infrastructure facilities and systems;

c/ Criterion on social interests and state interests.

4. The Government shall detail this Article.

Article 43. Consideration and approval of investor selection results

An investor may be proposed to be selected when satisfying the following conditions:

1. Having submitted a valid bid dossier;

2. Satisfying capacity and experience requirements;

3. Satisfying technical requirements;

4. Satisfying financial and commercial requirements;

5. Having its/his/her bid dossier ranked first.

Chapter IV

ESTABLISHMENT AND OPERATION OF PPP PROJECT ENTERPRISES; PPP PROJECT CONTRACTS

Article 44. Establishment and operation of PPP project enterprises

1. After obtaining a decision approving the investor selection result, the selected investor shall establish a PPP project enterprise after the model of limited liability company or joint stock company other than public company, for the sole purpose of signing and performance of the PPP project contract. An enterprise registration dossier must comprise contents specified by the law on enterprises and such decision.

2. A PPP project enterprise may issue corporate bonds under Article 78 of this Law.

3. In addition to Clauses 1 and 2 of this Article, the establishment, management, operation, dissolution and bankruptcy of a PPP project enterprise must comply with the law on enterprises, other relevant laws, and the PPP project contract.

Article 45. Classification of PPP project contracts

1. Group of project contracts applying the mechanism of collecting charges directly from users or organizing public product and service factoring, including:

a/ BOT contract, that means a contract under which the investor and PPP project enterprise are entitled to build, run and commercially operate infrastructure facilities and systems for a specified period of time. Upon expiration of such period of time, the investor and PPP project enterprise shall transfer such infrastructure facilities and systems to the State;

b/ BTO contract, that means a contract under which the investor and PPP project enterprise are entitled to build infrastructure facilities and systems. After completely building such infrastructure facilities and systems, the investor and PPP project enterprise shall transfer such facilities and systems to the State and may run and commercially operate them for a specified period of time;

c/ BOO contract, that means a contract under which the investor and PPP project enterprise are entitled to build, own and commercial operate infrastructure facilities and systems for a specified period of time. Upon expiration of such period of time, the investor and PPP project enterprise shall terminate the contract;

d/ O&M contract, that means a contract under which the investor and PPP project enterprise are entitled to commercially operate and manage part or the whole of existing infrastructure facilities and systems for a specified period of time. Upon expiration of such period of time, the investor and PPP project enterprise shall terminate the contract.

2. Group of project contracts applying the mechanism whereby the State makes payments based on quality of public products and services, including:

a/ BTL contract, that means a contract under which the investor and PPP project enterprise are entitled to build infrastructure facilities and systems and transfer them to the State after completely building them, and to provide public products and services on the basis of operation of such infrastructure facilities and systems for a specified period of time. The contract-signing agency shall hire services and pay charges to the investor and PPP project enterprise;

b/ BLT contract, that means a contract under which the investor and PPP project enterprise are entitled to build infrastructure facilities and systems and provide public products and services on the basis of operation of such infrastructure facilities and systems for a specified period of time. The contract-signing agency shall hire services and pay charges to the investor and PPP project enterprise. Upon expiration of such period of time, the investor and PPP project enterprise shall transfer such infrastructure facilities and systems to the State.

3. Mixed contract, that means a combination of two or more contracts specified in Clauses 1 and 2 of this Article.

4. For projects specified at Point b, Clause 9, Article 3 of this Law, contracts applying the mechanism of collecting charges directly from users may not apply.

Article 46. PPP project contract dossiers         

1. A PPP project contract dossier must comprise the following main documents:

a/ A PPP project contract, stating general conditions and specific conditions;

b/ Contract annexes (if any);

c/ A contract negotiation minutes;

d/ A decision approving the investor selection result;

dd/ The bid dossier and documents clarifying the bid dossier of the selected investor;

e/ The bidding dossier and documents modifying and supplementing it.

2. Upon occurrence of a change in contract contents, the contracting parties shall sign a contract annex.

Article 47. Basic contents of PPP project contracts 

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

a/ Project objectives, scale, location and implementation schedule; period of time for 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 public products and services;

c/ Total investment amount; structure of capital sources; financial plans, including a financial arrangement plan; public product and service prices and charges, 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; plans on construction of auxiliary works; requirements on compensation and support for resettlement; assurance of safety and environmental protection; force majeure events and plans on response to such events;

dd/ Responsibility to carry out procedures for applying for licenses in accordance with relevant laws; designing; organization of construction; inspection, supervision and quality management in the stage of construction; takeover 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 public products and services are provided in a continuous and uninterrupted 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 contract-signing agency;

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

i/ Responsibilities of the contracting parties to keep information confidential; report; provide related information and documents, explain the 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 lenders; procedures, rights and obligations of the contracting parties upon the contract liquidation;

l/ Investment incentives and guarantees, plans on sharing of increased or reduced earnings, assurance of foreign exchange balance, and insurances (if any);

m/ Laws regulating the contract and dispute settlement mechanism.

2. A PPP project contract must specifically state rights and obligations of the contract-signing agency, investor and PPP project enterprise.

3. The Government shall set model contracts for the types of the contracts specified in Article 45 of this Law.

Article 48. PPP project contract performance security            

1. PPP project enterprises shall provide contract performance security before contracts take effect.

2. Based on the scale and characteristics of a project, the contract performance security value shall be stated in the bidding dossier and ranges from 1% to 3% of the project’s total investment amount.

3. The validity period of contract performance security is counted from the date the contract takes effect to the date the PPP project enterprise fulfills its obligations in the stage of construction of infrastructure facilities and systems under the contract. In case it is necessary to extend the construction period, the investor shall correspondingly extend the validity period of contract performance security.

4. A PPP project enterprise may have contract performance security refunded or released after fulfilling its obligation to build infrastructure facilities and systems, except the case specified in Clause 5 of this Article. For an O&M contract, contract performance security may be refunded or released after the investor fulfills its obligations under the contract.

5. A PPP project enterprise may not have contract performance security refunded or released in the following cases:

a/ It refuses to perform the contract after it is signed;

b/ It breaches an agreement in the contract, leading to premature termination of the contract under Point d, Clause 2, Article 52 of this Law;

c/ It fails to extend the validity period of contract performance security under Clause 3 of this Article.

6. The Government shall prescribe in detail the percentage of contract performance security value specified in Clause 2 of this Article.

Article 49. Signing of PPP project contracts

1. A PPP project contract may be signed on the basis of a decision approving the investor selection result, contract negotiation result, valid bid dossiers, information on capacity of investors updated at the time of contract signing, and bidding dossier.

2. Investors and PPP project enterprise constitute a side and jointly sign a PPP project contract with a contract-signing agency.

3. For partnership investors, all partners shall directly sign and append their seals (if any) on the PPP project contract.

Article 50. Modification of PPP project contracts   

1. Modification of a PPP project contract shall be stated in such contract and may be considered by the contracting parties in one of the following cases:

a/ The project is affected by a force majeure event or when there is a basic change in circumstances or a change in the related master plan, policy or law severely affecting technical and financial plans of the project or prices and charges of public products and services provided by the PPP project enterprise;

b/ One of the contracting parties is replaced;

c/ The contract term is adjusted under Clauses 2 and 3, Article 51 of this Law;

d/ Other cases falling within the competence of the contract-signing agency without changing the investment policy, thus bringing about higher financial and socio-economic efficiency for the project.

2. Procedures for modification of a PPP project contract:

a/ One of the contracting parties requests in writing modification of the contract, clearly stating cases eligible for modification consideration;

b/ The contracting parties negotiate on to-be-modified contents of the contract, including public product and service prices and charges; contract term; and other contents;

c/ The contracting parties sign a contract annex on modified contents.

3. In case of modification of a contract leading to a change in PPP project objectives, location or scale or type of PPP project contract, an increase in the total investment amount by at least 10%, or an increase in the value of state capital amount in the PPP project after the provision is used up, procedures for modification of the investment policy shall be carried out under Article 18 of this Law before a contract annex on modified contents is signed.

Article 51. Terms of PPP project contracts     

1. The term of a PPP project contract shall be agreed upon by the contracting parties based on the decisions approving the project and investor selection result.

2. The contracting parties may adjust the contract term provided that the total contract term, inclusive of the adjusted term, must not exceed the land allocation or lease term in accordance with the land law and must not change other contents of the decision on investment policy for the project.

3. Cases of adjustment of contract term:

a/ The completion of the construction stage is delayed or operation of infrastructure facilities and systems is interrupted due to basic changes in circumstances as specified by the civil law and beyond the reasonable control by one party;

b/ The competent agency or another competent state agency suspends the project, except the case subject to suspension due to the fault of the PPP project enterprise;

c/ Expenses are increased due to requirements of the competent agency or contract-signing agency that are not yet determined by the time of contract signing and, if the contract term is not extended, the PPP project enterprise cannot recover such expenses;

d/ A change occurs in the related master plan, policy or law, thus reducing earnings to below 75% of those stated in the financial plan provided in the contract;

dd/ Earnings increase to at least 125% of those stated in the financial plan provided in the contract.

Article 52. Termination of PPP project contracts   

1. Termination of a PPP project contract must comply with provisions of such contract and serves as a basis for contract liquidation.

2. Premature termination of a PPP project contract may apply only in the following cases:

a/ The project is affected by a force majeure event which, despite the contracting parties have applied remedial measures, makes it no longer possible to continue performing the PPP project contract;

b/ It aims to protect national interests, meet national defense or security requirements, or protect state secrets;

c/ The PPP project enterprise becomes insolvent in accordance with the law on bankruptcy;

d/ One of the contracting parties seriously breaches the performance of obligations stated in the contract;

dd/ Other cases due to basic changes in circumstances as specified by the civil law or when the contracting parties agree upon contract termination.

3. The contract-signing agency shall report to a competent authority before terminating the contract.

4. In case of premature termination of a PPP project contract, the contract-signing agency shall perform the following tasks:

a/ To coordinate with the lender in selecting a replacement investor to sign a new PPP project contract;

b/ Pending the implementation of a handling plan or pending the selection of a replacement investor, to ensure safety and prevent degradation of infrastructure facilities and systems, for a project currently under construction; to run and commercially operate infrastructure facilities and systems in order to ensure uninterrupted provision of public products and services, for a project currently in operation.

5. The contract-signing agency performing the tasks specified in Clause 4 of this Article may use capital sources specified in Clause 3, Article 73 of this Law and other lawful revenues.

6. In case of premature termination of a PPP project contract as specified at Point b, Clause 2 of this Article or where the contract-signing agency seriously breaches the performance of contractual obligations as specified at Point d, Clause 2 of this Article, funds for acquisition of the PPP project enterprise or payment of compensation for contract termination shall be covered by the state budget in accordance with law. In case of termination of a PPP project contract due to the fault of the investor as specified at Point c or d, Clause 2 of this Article, the investor shall transfer its/his/her shares and contributed capital amounts to the replacement investor.

7. The Government shall detail this Article.

Article 53. Rights of lenders

1. In the course of implementation of a PPP project contract, rights of the lender shall be agreed upon by parties to the credit extension contract and PPP project contract and must comply with relevant laws.

2. In case premature termination of a PPP project contract requires selection of replacement investors, the lender shall coordinate with the contract-signing agency in selecting replacement investors under Point b, Clause 1, Article 39 of this Law.

3. What provided in Clause 2 of this Article shall be agreed upon in writing by the contract-signing agency, lender, investor and PPP project enterprise.

Article 54. Transfer of shares, contributed capital amounts, rights and obligations under PPP project contracts

1. In case of a PPP project enterprise established by partnership investors, partners may transfer their shares and contributed capital amounts among themselves but shall ensure the minimum equity holding rate of each partner specified at Point a, Clause 2, Article 41 of this Law.

2. An investor may transfer its/his/her shares and contributed capital amounts to another after completely constructing works, for projects with construction components, or when the project shifts to the operation stage, for projects without construction components.

3. The transfer specified in Clauses 1 and 2 of this Article must satisfy the following requirements:

a/ Not changing the performance of the signed PPP project contract;

b/ Complying with relevant laws;

c/ Being approved by the contract-signing agency;

d/ Being agreed upon by the lender and partners, in case of partnership investors.

4. A transferee must satisfy the following requirements:

a/ Not having the right to receive transferred shares or contributed capital amounts restricted in accordance with law;

b/ Having financial and administration capacity to perform the PPP project contract and related contracts;

c/ Committing to continue exercising rights and performing obligations of the transferor under the PPP project contract and related contracts.

5. In case of transfer under Clauses 1 and 2 of this Article which leads to a change in enterprise registration contents, the PPP project enterprise shall comply with relevant provisions of the law on enterprises.

Article 55. Laws regulating PPP project contracts

PPP project contracts and contract annexes and other relevant documents signed between Vietnamese state agencies and investors and PPP project enterprises shall be regulated by Vietnam’s law. Regarding issues not regulated by Vietnam’s law, related parties may reach specific agreements in PPP project contracts not in contravention of basic principles of Vietnam’s law.

Chapter V

ORGANIZATION OF PERFORMANCE OF PPP PROJECT CONTRACTS

Section 1

CONSTRUCTION OF INFRASTRUCTURE FACILITIES AND SYSTEMS

Article 56. Preparation of construction grounds

Provincial-level People’s Committees shall assume the prime responsibility for, and coordinate with competent agencies and contract-signing agencies in, organizing the payment of compensations and provision of support for resettlement, and completing procedures for land allocation or lease and handover of grounds for project implementation in accordance with the land law, PPP project contracts and related contracts.

Article 57. Formulation, appraisal and approval of designs after basic designs and cost estimates

1. Based on feasibility study reports and provisions of PPP project contracts, PPP project enterprises shall carry out either or both of the following steps: 

a/ Making construction designs after basic designs, and for mini-projects or items using public investment funds, making and sending cost estimates to specialized construction agencies in accordance with the construction law, for appraisal;

b/ Making designs, and for mini-projects or items using public investment funds, making and sending cost estimates to specialized agencies in accordance with other relevant laws for appraisal.

2. A PPP project enterprise shall approve designs and cost estimates specified in Clause 1 of this Article, then send the following documents to the contract-signing agency for monitoring and supervision:

a/ Approved designing dossier and cost estimates;

b/ Design and cost estimate appraisal dossiers of specialized agencies.

Article 58. Selection of contractors to implement PPP projects

PPP project enterprises shall issue regulations on selection of contractors for uniform application in such enterprises on the basis of the following principles:

1. Ensuring fairness, transparency and economic efficiency;

2. Exerting no adverse impacts and effects on national defense and security, state secrets, national and public interests, and interests of competent agencies and contract-signing agencies;

3. Ensuring that selected contractors must fully satisfy capacity and experience conditions and have feasible solutions to implement bidding packages and projects; and take responsibility for quality and implementation progress of bidding packages under contracts signed with PPP project enterprises, which must have provisions on binding responsibility of contractors for their failure to meet requirements on quality of infrastructure facilities and systems as stated in PPP project contracts. PPP project enterprises shall take responsibility for quality and implementation progress of projects;

4. Encouraging the use of domestic contractors for jobs they can perform;

5. Employing foreign workers only in case domestic workers cannot meet requirements.

Article 59. Management and supervision of quality of infrastructure facilities and systems

1. PPP project enterprises shall manage and supervise quality and test for takeover items and the whole of infrastructure facilities and systems in accordance with law.

2. In the course of construction of infrastructure facilities and systems under contracts, contract-signing agencies shall:

a/ Inspect the supervision by PPP project enterprises of the construction of infrastructure facilities and systems;

b/ Inspect the observance of processes, standards and regulations on construction of infrastructure facilities and systems;

c/ Inspect quality of parts, items and the whole of infrastructure facilities and systems when having doubts about quality or upon request of competent state management agencies;

d/ Propose PPP project enterprises to request contractors to rectify or suspend the construction when finding that the quality of performed jobs is not up to requirements.

3. Contract-signing agencies may hire consultants to assist them in performing the responsibilities specified in Clause 2 of this Article.

4. Expenses for hiring consultants for quality inspection and other related expenses are as follows:

a/ In case contract-signing agencies conclude that the quality of infrastructure facilities and systems is not up to requirements in contracts due to the fault of PPP project enterprises or contractors, the PPP project enterprises shall pay expenses;

b/ In case contract-signing agencies conclude that the quality of infrastructure facilities and systems is up to requirements in contracts or that the quality of infrastructure facilities and systems is not up to requirements in contracts not due to the fault of PPP project enterprises or contractors, the contract-signing agencies shall use expenses for project implementation specified in Clause 3, Article 73 of this Law for payment.

Article 60. Account-finalization of investment capital for infrastructure facilities and systems  

1. After infrastructure facilities and systems are completed, a contract-signing agency shall carry out account-finalization of public investment funds in a PPP project as follows:

a/ In case public investment funds in the PPP project are managed and used under Point a, Clause 5, Article 70 and Clause 2, Article 72 of this Law, the contract-signing agency and PPP project enterprise shall carry out account-finalization of public investment funds in the PPP project in accordance with law as for public investment projects;

b/ In case public investment funds in a PPP project are managed and used under Point b, Clause 5, Article 70 of this Law, the contract-signing agency shall sum up fund value disbursed for the PPP project enterprise which has been audited by an independent audit firm for use as a basis for account-finalization of public investment funds in the PPP project. The account-finalized public investment fund amount in the PPP project must not exceed the state capital amount stated in the contract.

2. After infrastructure facilities and systems are completed, contract-signing agencies and PPP project enterprises shall carry out account-finalization of investment capital amounts for construction of infrastructure facilities and systems. The account-finalized value of investment capital amounts for construction of infrastructure facilities and systems or account-finalized value of investment capital amounts for projects without construction components shall be determined based on signed contracts.

3. Contract-signing agencies and PPP project enterprises shall reach agreements in contracts on selection of independent audit firms that are capable and experienced to audit investment capital for construction of infrastructure facilities and systems.

4. The Government shall detail this Article.

Article 61. Certification of completion of infrastructure facilities and systems

1. After infrastructure facilities and systems are completed, PPP project enterprises shall organize takeover testing of such facilities and systems in accordance with the construction law or other relevant laws for use as a basis for making dossiers of request for completion certification.

2. Based on dossiers of request for certification of completion of infrastructure facilities and systems specified in Clause 1 of this Article, contract-signing agencies shall verify and grant certification of completion to PPP project enterprises. In case PPP project enterprises complete the construction stage before the prescribed time limit or save investment costs, the certification of completion of infrastructure facilities and systems does not affect terms of contracts or public product and service prices and charges stated in contracts.

3. The Government shall prescribe dossiers and time limit for certification of completion of infrastructure facilities and systems.

Section 2

MANAGEMENT, OPERATION AND COMMERCIAL OPERATION OF INFRASTRUCTURE FACILITIES AND SYSTEMS

Article 62. Management of PPP projects

The management of infrastructure facilities and systems and other assets in the course of PPP project implementation must comply with this Law, other relevant laws and PPP project contracts.

Article 63. Conditions for operation and commercial operation of infrastructure facilities and systems

1. Except the case specified in Clause 2 of this Article, a PPP project enterprise may operate and commercially operate infrastructure facilities and systems after the contract-signing agency gives a certification of completion of such facilities and systems under Article 61 of this Law.

2. For PPP projects under O&M contracts, PPP project enterprises may operate and commercially operate infrastructure facilities and systems after the project contracts take effect.

Article 64. Provision of public products and services

1. In the course of operation or commercial operation of infrastructure facilities and systems, a PPP project enterprise shall:

a/ Exercise the right and perform the obligation to provide public products and services and other agreements stated in the contract;

b/ Ensure proper use of infrastructure facilities and systems under conditions stated in the contract;

c/ Treat equally all users of public products and services provided by the enterprise; refrain from refusing to provide public products and services to users;

d/ Receive and promptly settle complaints of users about quality of public products and services provided by the enterprise;

dd/ Repair, regularly maintain, and ensure safe operation of, infrastructure facilities and systems according to designs or processes committed in the contract.

2. Competent agencies and contract-signing agencies shall coordinate with PPP project enterprises in performing the responsibilities specified at Point d, Clause 1 of this Article.

Article 65. Prices and charges of public products and services

1. Prices and charges of public products and services and conditions and procedures for adjustment of such prices or charges shall be specified in PPP project contracts on the principle of ensuring interests of investors, PPP project enterprises, users and the State, and creating conditions for investors and PPP project enterprises to recover capital and generate profits. Price plans and frames of public products and services based on terms of PPP project contracts must determine reserve prices and prices for each period, ensuring accurate, sufficient, public and transparent price constituents.

2. The provision of subsidies on prices and charges of public products and services must comply with law.

3. The agreement and adjustment of prices and charges of public products and services for each period stated in PPP project contracts must comply with the laws on prices and charges.

4. When prices or charges of public products or services are adjusted, information on the adjustment shall be disclosed as follows:

a/ At least 10 days before adjusted prices or charges of public products or services are applied, a contract-signing agency shall disclose information on the adjustment under Article 9 of this Law;

b/ A PPP project enterprise shall publicize adjusted prices or charges of public products or services at places where such public products or services are provided in accordance with the law on prices and charges.

Article 66. Monitoring of quality of public products and services

1. PPP project enterprises shall ensure and be responsible for quality of public products and services under PPP project contracts.

2. Contract-signing agencies shall organize the monitoring of quality of public products and services provided by PPP project enterprises under PPP project contracts.

3. When finding that the quality of public products or services is not up to requirements stated in the PPP project contract, the contract-signing agency shall request the PPP project enterprise to take remedies within the time limit specified in the contract. In case the PPP project enterprise fails to take remedies or delays taking remedies, measures for handling violations stated in the contract shall be applied.

4. Contract-signing agencies may hire consultants to assist them in performing the responsibilities specified in Clause 2 of this Article. Expenses for hiring consultants shall be paid under Clause 4, Article 59 of this Law.

Section 3

TRANSFER OF INFRASTRUCTURE FACILITIES AND SYSTEMS AND LIQUIDATION OF PPP PROJECT CONTRACTS

Article 67. Transfer of infrastructure facilities and systems

1. The transfer of infrastructure facilities and systems and determination of their quality and value before they are transferred must comply with PPP project contracts. The residual value of transferred infrastructure facilities and systems shall be included in the value of state assets and state budget in accordance with the law on management and use of public assets and law on the state budget.

2. The order and procedures for handling transferred assets must comply with the law on management and use of public assets.

3. The Government shall detail Clause 2 of this Article.

Article 68. Liquidation of PPP project contracts

1. A PPP project contract shall be liquidated as follows:

a/ In case the contracting parties have fulfilled their contractual obligations, they shall jointly confirm the fulfillment and termination of their rights and obligations;

b/ In case the contract is prematurely terminated under Clause 2, Article 52 of this Law, the contracting parties shall certify fulfilled obligations and state responsibility of the parties for uncompleted jobs.

2. The time limit for liquidation of a PPP project contract shall be agreed upon by the parties in the contract but must not exceed 180 days after the parties fulfill their contractual obligations or agree to prematurely terminate the contract.

3. In case expenses arise upon the liquidation of a contract under Clause 1 of this Article, contents of the contract liquidation must determine obligations of the contract-signing agency and PPP project enterprise to pay arising expenses.

Chapter VI

FUNDING SOURCES FOR IMPLEMENTATION OF PPP PROJECTS

Section 1

STATE CAPITAL AMOUNTS IN PPP PROJECTS

Article 69. Use of state capital amounts in PPP projects

1. State capital amounts shall be used for the following purposes:

a/ Support for the construction of infrastructure facilities and systems of PPP projects;

b/ Payment to PPP project enterprises providing public products and services;

c/ Payment of compensation for ground clearance, support and resettlement; and support for the construction of makeshift works;

d/ Payment for offsetting turnover reduction;

dd/ Payment of expenses of competent agencies, contract-signing agencies, PPP project preparation units and bid solicitors for performance of their tasks specified in Article 11 of this Law.

e/ Payment of expenses of PPP project appraisal councils and units assigned to appraise PPP projects.

2. The ratio of state capital amount in a PPP project mentioned at Point a or c, Clause 1 of this Article must not exceed 50% of total investment fund of such project. For a project with multiple component projects, including a PPP component project, the ratio of state capital amount mentioned in this Clause shall be determined on total investment fund of such PPP component project.

3. The Government shall provide in detail the management and use of state capital amounts in PPP projects.

Article 70. State capital amounts provided as support for the construction of infrastructure facilities and systems

1. State capital amounts provided as support for the construction of infrastructure facilities and systems shall be used to support the project implementation in the construction stage in order to improve the financial efficiency of projects.

2. The ratio of state capital amounts provided as support for the construction of infrastructure facilities and systems in a PPP project shall be determined on the basis of a preliminary financial plan included in the prefeasibility study report when investment policy for the project is decided.

3. The ratio and value of state capital amounts provided as support for the construction of infrastructure facilities and systems shall be paid under the PPP project contract.

4. State capital amounts provided as support for the construction of infrastructure facilities and systems shall be allocated from:

a/ Public investment funds in accordance with the law on public investment;

b/ Value of public assets in accordance with the law on management and use of public assets.

5. The management and use of state capital amounts provided as support for the construction of infrastructure facilities and systems and allocated from public investment funds shall be carried out by one of the following methods:

a/ Dividing the PPP project into mini-projects. The management and use of state capital must comply with the law on public investment;

b/ Arranging such capital amounts for specific work items according to ratio, value, progress and conditions stated in the contract.

Article 71. State capital to be paid to PPP project enterprises providing public products and services

State capital to be paid to PPP project enterprises and used for BTL or BLT contracts based on quality of public products and services shall be allocated from state capital amounts in PPP projects and other lawful funding sources in accordance with law.

Article 72. State capital for payment of compensation for ground clearance, support and resettlement; support for construction of makeshift works

1. State capital for payment of compensation for ground clearance, support and resettlement; and support for construction of makeshift works shall be allocated from public investment funds in accordance with the law on public investment.

2. Based on the size and characteristics of each project, a contract-signing agency may consider dividing state capital for payment of compensation for ground clearance, support and resettlement; and support for construction of makeshift works for component projects or mini-projects in accordance with the law on public investment and the land law.

Article 73. Expenses of competent agencies, contract-signing agencies, PPP project preparation units, bid solicitors, PPP project appraisal councils and units assigned to appraise PPP projects

1. Expenses for project preparation by competent agencies or PPP project preparation units; expenses for organization of appraisal by PPP project appraisal councils and units assigned to appraise PPP projects; and expenses for investor selection and contract signing by competent agencies and bid solicitors shall be allocated from public investment funds and other lawful funding sources and included in total investment amounts of projects.

2. Selected investors shall refund the expenses specified in Clause 1 of this Article to the state budget in accordance with the law on the state budget or to other lawful funding sources used for the project preparation.

3. Expenses for project implementation after contract signing by competent agencies and contract-signing agencies shall be allocated from regular expenditures of such agencies.

Article 74. Planning of public investment funds for use in PPP projects

The planning of public investment funds for use in PPP projects is provided as follows:

1. Based on approved investment policy, public investment funds for use in PPP projects shall be incorporated in medium-term public investment plans;

2. Based on approved medium-term public investment plans and feasibility study reports and investor selection results, public investment funds for use in PPP projects shall be incorporated in annual public investment plans;

3. In case PPP projects need to use public investment funds but are not on the list of projects under medium-term public investment plans, such projects may be considered by competent authorities to be added to such list with the use of contingency provisions under medium-term public investment plans. The order and procedures for adjustment of medium-term public investment plans must comply with the law on public investment;

4. In case PPP projects applying BTL or BLT contracts use public investment funds to pay to PPP project enterprises, the incorporation of public investment funds in medium-term and annual public investment plans must comply with Clauses 1 and 2 of this Article. Based on the term of PPP project contracts, public investment funds may be allocated for the following medium-term plans.

Article 75. Estimation of regular expenditures and lawful revenue sources reserved for regular expenditures of state agencies and public non-business units

1. Based on investment policy decisions, approved feasibility study reports and investor selection results, contract-signing agencies shall make annual budget estimates for regular expenditures and lawful revenue sources reserved for regular expenditures of state agencies and public non-business units to pay to PPP project enterprises in accordance with the law on the state budget.

2. For the regular expenditures specified in Clause 3, Article 73 of this Law, competent agencies and contract-signing agencies shall make annual budget estimates and submit them to competent authorities for approval in accordance with the law on the state budget.

Section 2

FUNDING SOURCES FOR PPP PROJECT IMPLEMENTATION BY INVESTORS AND PPP PROJECT ENTERPRISES

Article 76. Financial arrangements for PPP project implementation

1. Investors and PPP project enterprises shall contribute equity and mobilize loans and other lawful funding sources to implement projects under PPP project contracts. Total loans mobilized in different forms of borrowing must not exceed the total loan amount stated in the PPP project contract.

2. Within 12 months after signing contracts, investors and PPP project enterprises shall complete financial arrangements. For projects falling within the investment policy-deciding competence of the National Assembly or Prime Minister, such time limit may be extended but must not exceed 18 months.

3. Forms of handling in case investors or PPP project enterprises fail to make financial arrangements within the time limit specified in Clause 2 of this Article shall be stated in bidding dossiers.

Article 77. Equity contribution

1. An investor shall make an equity contribution at least equal to 15% of the total investment amount of the project, excluding state capital amount specified in Articles 70 and 72 of this Law.

2. Investors shall make their equity contributions according to schedules agreed upon in PPP project contracts.

Article 78. Issuance of bonds of PPP project enterprises

1. PPP project enterprises may privately place and redeem bonds in accordance with this Law and the laws on enterprises and securities in order to mobilize capital for PPP project implementation; and may not privately place convertible bonds and warrant-linked bonds.

2. The issuance of bonds under Clause 1 of this Article must satisfy the following conditions:

a/ Capital amounts to be raised through bond issuance must not exceed the value of loans stated in PPP project contracts;

b/ Capital amounts to be raised through bond issuance may not be used for any purpose other than project implementation under PPP project contracts or for rescheduling loans of enterprises;

c/ PPP project enterprises shall open escrow accounts to receive bond proceeds. The disbursement of bond proceeds must comply with Point b of this Clause.

3. When issuing bonds under Clause 1 of this Article, a PPP project enterprise that has not yet operated for full 1 year is not required to have an audited financial statement of the year preceding the year of bond issuance in accordance with the law on enterprises.

4. The Government shall detail this Article.

Chapter VII

INVESTMENT INCENTIVES AND GUARANTEES

Article 79. Investment incentives

Investors and PPP project enterprises are entitled to tax, land use levy and land rental incentives and other incentives in accordance with the tax, land and investment laws and other relevant laws.

Article 80. Investment guarantees

1. Investors and PPP project enterprises are entitled to investment guarantees in accordance with this Law and the law on investment.

2. Security for the right to access and use land and other public assets is provided as follows:

a/ PPP project enterprises may be allocated or leased land by the State or use other public assets to perform PPP project contracts in accordance with the laws on land and management and use of public assets;

b/ The land use purpose of a project shall be kept unchanged throughout the period of contract performance, even in case the lender exercises the rights under Article 53 of this Law.

3. Security for provision of public services is provided as follows:

a/ PPP project enterprises may use public facilities and other auxiliary facilities to implement their projects in accordance with law;

b/  In case of scarcity of public services or restrictions on subjects entitled to use public facilities, PPP project enterprises may be given priority in providing public services or using public facilities to implement their projects;

c/ Competent agencies shall support PPP project enterprises in carrying out necessary procedures to get priority in using public services and facilities.

4. Security for the right to mortgage assets and the right to commercially operate infrastructure facilities and systems is provided as follows:

a/ PPP project enterprises may mortgage assets, land use rights and the right to commercially operate infrastructure facilities and systems to lenders in accordance with the land and civil laws. The mortgage period must not exceed the term of the contract, unless otherwise agreed upon in the contract;

b/ A contract on mortgage of assets and the right to commercially operate infrastructure facilities and systems shall be established in writing and signed by the lender and contracting parties;

c/ The mortgage of assets and the right to commercially operate infrastructure facilities and systems must not affect objectives, size, technical standards and implementation schedule of projects and other conditions agreed upon in project contracts.

5. Contract-signing agencies and competent agencies shall coordinate with administrations of localities where PPP projects are implemented in ensuring security, social order and safety for humans and assets of PPP project enterprises and contractors in the course of PPP project implementation.

Article 81. Security for foreign currency balance for important PPP projects

1. The Government shall decide on the application of mechanisms of security for foreign currency balance for projects falling within the investment policy-deciding competence of the National Assembly or Prime Minister based on foreign exchange management policies and foreign currency balancing capability in each period.

2. PPP project enterprises implementing the projects specified in Clause 1 of this Article and having exercised the right to purchase foreign currencies to meet their needs in current transactions, capital transactions and other transactions or to remit capital, profits and investment liquidations abroad in accordance with the law on foreign exchange management while the market cannot meet their lawful foreign currency needs may be guaranteed of foreign currency balance not exceeding 30% of turnover amounts in Vietnam dong of their projects after subtracting their expenditures in Vietnam dong.

Article 82. Mechanism for sharing of increased or decreased turnover amounts

1. When the actual turnover reaches over 125% of the turnover level stated in the financial plan in the PPP project contract, the investor and PPP project enterprise shall share with the State 50% of the difference between the actual turnover and the amount equal to 125% of the turnover stated in the financial plan. The sharing of the increased turnover may be applied after prices and charges of public products and services or the term of the PPP project contract are/is adjusted under Articles 50, 51 and 65 of this Law and such increased turnover is audited by the State Audit Office of Vietnam.

2. When the actual turnover reaches under 75% of the turnover level stated in the financial plan in the PPP project contract, the State shall share with the investor and the PPP project enterprise 50% of the difference between the amount equal to 75% of the turnover stated in the financial plan and the actual turnover. The sharing of the decreased turnover may be applied when the following conditions are satisfied:

a/ The project applies BOT, BTO or BOO contract;

b/ There is a change in relevant master plans, policies and laws causing the turnover decrease;

c/ Measures to adjust prices and charges of public products and services and the term of the PPP project contract specified in Articles 50, 51 and 65 of this Law have been taken but the minimum turnover level of 75% cannot be reached;

d/ The decreased turnover has been audited by the State Audit Office of Vietnam.

3. The mechanism of sharing decreased turnover provided in Clause 2 of this Article shall be determined in investment policy decisions. Expenses for applying the decreased turnover-sharing mechanism shall be allocated from the central budget’s contingency fund, for projects falling within the investment policy-deciding competence of the National Assembly, Prime Minister, ministers, or heads of central agencies and other agencies, or from local budgets’ contingency funds, for projects falling within the investment policy-deciding competence of provincial-level People’s Councils.

4. Annually, parties to PPP project contracts shall determine actual turnover amounts and send them to competent finance agencies for implementation of the mechanism of sharing of increased or decreased turnover amounts. The accounting of revenues and expenditures of the state budget in case of sharing increased or decreased turnover amounts must comply with the law on the state budget.

5. The Government shall detail this Article.

Chapter VIII

EXAMINATION, INSPECTION, STATE AUDIT AND MONITORING OF INVESTMENT IN THE PPP FORM

Section 1

EXAMINATION, INSPECTION AND STATE AUDIT OF INVESTMENT IN THE PPP FORM

Article 83. Examination of investment in the PPP form

1. Contents of examination of investment in the PPP form:

a/ Promulgation of documents guiding investment in the PPP form by competent agencies;

b/ Investment preparation; investor selection organization; contract signing and performance;

c/ Other activities related to investment in the PPP form.

2. The examination of investment in the PPP form shall be carried out regularly or irregularly under decisions of heads of agencies in charge of examination.

Article 84. Inspection of investment in the PPP form

1. Inspection of investment in the PPP form means specialized inspection in accordance with the law on inspection.

2. Inspection of investment in the PPP form shall be carried out for competent agencies, contract-signing agencies, investors, PPP project enterprises and other agencies, organizations and individuals involved in investment in the PPP form referred to in this Law.

Article 85. State audit of investment in the PPP form

1. Auditing the management and use of public finance, public assets and activities related to the management and use of public finance and public assets involved in PPP projects in accordance with the law on state audit.

2. Auditing the implementation of the mechanism of sharing increased or decreased turnover amounts under Article 82 of this Law.

3. Auditing the whole value of assets of PPP projects when they are transferred to the State.

Section 2

MONITORING OF INVESTMENT IN THE PPP FORM

Article 86. Monitoring of investment in the PPP form by state management agencies

1. The central-level state management agency in charge of investment in the PPP form shall monitor the process of PPP project implementation provided at Points a, b and c, Clause 3, Article 4 of this Law and other projects as assigned by the National Assembly or Prime Minister.

2. Local-level state management agencies in charge of investment in the PPP form shall monitor the process of PPP project implementation provided at Point d, Clause 3, Article 4 of this Law.

Article 87. Contents of monitoring of investment in the PPP form by state management agencies

1. Bidding dossiers.

2. Results of investor selection.

3. Performance of PPP project contracts.

4. Results of quality inspection of infrastructure facilities and systems under Point c, Clause 2, Article 59 of this Law.

5. Results of quality evaluation of public products and services under Clause 2, Article 66 of this Law.

6. Other contents as required by the National Assembly or Prime Minister, for the case specified in Clause 1, Article 86 of this Law, or by provincial-level People’s Councils, for the case specified in Clause 2, Article 86 of this Law.

Article 88. Monitoring by the Vietnam Fatherland Front and the community

Vietnam Fatherland Front Committees at all levels shall assume the prime responsibility for organizing and guiding the community-based investment monitoring in localities where PPP projects are implemented in accordance with the law on the Vietnam Fatherland Front and law on investment monitoring by the community.

Chapter IX

TASKS, POWERS AND RESPONSIBILITIES OF STATE MANAGEMENT AGENCIES REGARDING INVESTMENT IN THE PPP FORM

Article 89. Tasks and powers of the Government and Prime Minister

1. The Government has the following tasks and powers:

a/ To perform the uniform state management of investment in the PPP form;

b/ To promulgate according to its competence or submit to competent authorities for promulgation legal documents on investment in the PPP form;

c/ To examine and inspect investment in the PPP form;

2. The Prime Minister has the following tasks and powers:

a/ To promulgate according to his/her competence legal documents on investment in the PPP form;

b/ To decide on termination or suspension of PPP project contracts for projects falling within the investment policy-deciding competence of the National Assembly or Prime Minister.

Article 90. Tasks and powers of the Ministry of Planning and Investment

1. To perform functions of the central-level state management agency in charge of investment in the PPP form, and take responsibility before the Government for performing the state management of investment in the PPP form nationwide.

2. To promulgate according to its competence or submit to competent authorities for promulgation legal documents on investment in the PPP form.

3. To assume the prime responsibility for, and coordinate with competent agencies in, examining, inspecting and supervising, and annually reviewing and evaluating the implementation of PPP projects nationwide.

4. To build and manage the information system and database on investment in the PPP form.

5. To perform other tasks and exercise other powers in accordance with law.

Article 91. Tasks and powers of the Ministry of Finance

1. To promulgate according to its competence or submit to competent authorities for promulgation legal documents on financial mechanisms in investment in the PPP form.

2. To assume the prime responsibility for formulating and implementing the mechanism for sharing increased and decreased turnover amounts for projects falling within the investment policy-deciding competence of the National Assembly, Prime Minister, ministers, or heads of central agencies or other agencies.

3. To perform other tasks and exercise other powers in accordance with law.

Article 92. Tasks and powers of ministries, central agencies and other agencies

1. To perform management of and provide guidance on investment in the PPP form in their management fields and scope.

2. To perform responsibilities of competent agencies specified in Article 94 of this Law regarding PPP projects falling within their competence.

3. To annually review, evaluate and make reports on implementation of PPP projects under their sectoral management.

4. To perform other tasks and exercise other powers in accordance with law.

Article 93. Tasks and powers of provincial-level People’s Committees

1. To perform functions of state management agencies in charge of investment in the PPP form in localities.

2. To perform responsibilities of competent agencies specified in Article 94 of this Law regarding PPP projects falling within their respective competence; to decide on termination or suspension of PPP project contracts for projects falling within the investment policy-deciding competence of provincial-level People’s Councils.

3. To annually review, evaluate and report on implementation of PPP projects under the management of localities.

4. To assume the prime responsibility for, and coordinate with PPP project enterprises in, paying compensation for ground clearance, support and resettlement for PPP projects under the management of localities; to assume the prime responsibility for, and coordinate with ministries, central agencies, other agencies and PPP project enterprises in, paying compensation and providing support and resettlement for PPP projects under the management of these agencies.

5. To perform other tasks and exercise other powers in accordance with law.

Article 94. Responsibilities of competent agencies

1. To organize the preparation of prefeasibility study reports and feasibility study reports for PPP projects, and organize the selection of investors, negotiation and signing of PPP project contracts according to their competence provided in this Law.

2. To cancel or suspend the bidding, refuse to recognize investor selection results or declare decisions of bid solicitors invalid when detecting violations of the regulations on investment in the PPP form and investor selection or other relevant regulations.

3. To decide on termination or suspension of PPP project contracts, for projects falling within their investment policy-deciding competence under this Law.

4. To request bid solicitors and contract-signing agencies to provide dossiers and documents to serve the examination, inspection, supervision, monitoring, settlement of petitions and handling of violations related to investment in the PPP form.

5. To pay compensations in accordance with law.

6. To explain the implementation of the provisions of this Article at the request of superior agencies, examination, inspection, audit or supervision agencies, and state management agencies in charge of investment in the PPP form.

7. To disclose information on PPP projects; to regularly report to the central-level state management agency in charge of investment in the PPP form on implementation of PPP projects falling within their respective competence.

8. To perform other responsibilities in accordance with this Law.

Chapter X

SETTLEMENT OF PETITIONS AND DISPUTES AND HANDLING OF VIOLATIONS

Article 95. Settlement of petitions regarding investor selection

1. When there are grounds to believe that their lawful rights and interests are affected, investors may:

a/ Propose investor selection process and results to bid solicitors or competent agencies in accordance with the petition settlement process specified in Article 96 of this Law;

b/ To initiate lawsuits at court within the statute of limitations provided in the civil law.

2. Bid solicitors and competent agencies shall refuse to consider and settle written petitions if investors have initiated lawsuits at court; a petition-settling agency shall notify the termination of consideration and settlement of a petition if such petition is being considered and settled according to the process specified in Article 96 of this Law.

Article 96. Investor selection-related petition settlement process

1. The process of settling petitions about matters arising in the investor selection process is as follows:

a/ The investor shall send a written petition to the bid solicitor during the period from the time the matter arises to the time the investor selection results are announced;

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

c/ In case the bid solicitor does not issue a document on petition settlement or the investor disagrees with petition settlement results, the investor may send the written petition to a competent agency within 5 working days after the deadline for reply or the date of receipt of the bid solicitor’s petition settlement document;

d/ The competent agency shall send a document on petition settlement to the investor within 7 working days after receiving the investor’s written petition.

2. The process of settling petitions about investor selection results is as follows:

a/ The investor shall send a written petition to the bid solicitor within 10 days after receiving a notice of investor selection results;

b/ The bid solicitor shall send a document on petition settlement to the investor within 15 days after receiving the investor’s written petition;

c/ In case the bid solicitor does not issue a document on petition settlement or the investor disagrees with petition settlement results, the investor may concurrently send the written petition to a competent agency and the standing agency of the advisory council for petition settlement within 5 working days after the deadline for reply or the date of receipt of the bid solicitor’s petition settlement document.

The advisory council for petition settlement shall be established by the Minister of Planning and Investment, for the central level; by ministers or heads of central agencies and other agencies, for the ministerial-level; and by chairpersons of provincial-level People’s Committees, for the local level;

d/ Upon receiving a written petition, the advisory council for petition settlement may request the investor, bid solicitor and related agencies to provide information for considering and reporting in writing to a competent agency the plan and contents of petition response within 30 days after receiving the investor’s written petition;

dd/ In case of necessity, the advisory council for petition settlement shall, based on the investor’s written petition, request a competent agency to consider suspending the bidding. In case the request is accepted, within 5 working days after receiving the advisory council for petition settlement’s written request, the competent agency shall issue a notice of suspension of the bidding. The document on suspension of the bidding shall be sent to the bid solicitor and investor within 5 working days from the date of its issuance. The period of suspension of the bidding shall be counted from the date the bid solicitor receives the notice of suspension until the competent agency issues a document on petition settlement;

e/ The competent agency shall issue a decision on settlement of the petition about investor selection results within 10 days after receiving written opinions of the advisory council for petition settlement.

3. In case the investor submits a written petition directly to a competent agency without carrying out the petition settlement process specified in this Article, such petition may not be considered and settled.

Article 97. Dispute settlement

1. Disputes arising between competent agencies or contract-signing agencies and investors or PPP project enterprises and disputes between PPP project enterprises and economic organizations participating in the project implementation shall be settled through negotiation, conciliation, arbitration or court hearing.

2. Disputes arising between competent agencies or contract-signing agencies and domestic investors or PPP project enterprises established by domestic investors; disputes among domestic investors; and disputes between domestic investors or PPP project enterprises established by domestic investors and Vietnamese economic organizations shall be settled by Vietnamese arbitrations or courts.

3. Disputes arising between competent agencies or contract-signing agencies and foreign investors or PPP project enterprises established by foreign investors shall be settled by Vietnamese arbitrations or courts, unless otherwise agreed upon in contracts or provided by treaties to which the Socialist Republic of Vietnam is a contracting party.

4. Disputes arising among investors, including at least one foreign investor; and disputes arising between investors or PPP project enterprises and foreign organizations or individuals shall be settled by one of the following agencies and organizations:

a/ Vietnamese arbitration;

b/ Vietnamese court;

c/ Foreign arbitration;

d/ International arbitration;

dd/ Arbitration established as agreed upon by the disputing parties.

5. Disputes settled through arbitration under PPP project contracts and related contracts are commercial ones. Foreign arbitral awards shall be recognized and enforced in accordance with the law on recognition and enforcement in Vietnam of foreign arbitral awards.

Article 98. Handling of violations in investment in the PPP form

1. To ban from investment in the PPP form, for organizations and individuals that commit the violations specified in Article 10 of this Law.

2. To cancel or suspend the bidding, and to refuse to recognize investor selection results or declare decisions of competent agencies, contract-signing agencies or bid solicitors invalid when detecting violations of this Law and other relevant laws.

3. To terminate or suspend contracts when detecting violations of contracts or this Law and other relevant laws.

4. In addition to the forms of handling of violations specified in Clauses 1, 2 and 3 of this Article, organizations and individuals that violate the law on investment in the PPP form shall, depending on the nature and severity of their violations, be disciplined, administratively sanctioned or examined for penal liability in accordance with law.

5. The Government shall detail this Article.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 99. To amend and supplement the relevant laws

1. To amend and supplement a number of articles of Law No. 43/2013/QH13 on Bidding, which was amended and supplemented under Law No. 03/2016/QH14, Law No. 04/2017/QH14 and Law No. 40/2019/QH14, as follows:

a/ To amend and supplement Clause 3, Article 1 as follows:

“3. Selection of investors to implement land-using investment projects;”;

b/ To amend and supplement Clause 2, Article 3 as follows:

“2. In case of selection of contractors to provide raw materials, fuels, supplies, consultancy services and non-consultancy services for ensuring the continuity of production, business or procurement activities aiming to maintain routine operations of state enterprises, enterprises shall issue regulations on selection of contractors for uniform application within enterprises on the basis of ensuring fairness, transparency and economic efficiency.”;

c/ To amend and supplement Clause 10, Article 4 as follows:

“10. Project enterprise means an enterprise established by an investor to implement a land-using investment project.”;

d/ To amend and supplement Clause 12, Article 4 as follows:

“12. Bidding means a process of selecting contractors for signing and performance of contracts on provision of consultancy services, non-consultancy services, goods procurement or construction and installation, or selecting investors for signing and performance of contracts of land-using investment projects on the basis of ensuring competitiveness, fairness, transparency and economic efficiency.”;

dd/ To amend and supplement Clause 4, Article 6 as follows:

“4. When participating in the bidding, an investor must be legally and financially independent from:

a/ Bidding consultancy contractor, for land-using investment projects, until the date of project contract signing;

b/ Competent state agency and bid solicitor.”;

e/ To amend and supplement Point i, Clause 1, Article 8 as follows:

“i/ Lists of land-using investment projects;”;

g/ To amend and supplement Clause 2, Article 15 as follows:

“2. Land-using investment projects, except those subject to investment restrictions under the law on investment.”;

h/ To annul Article 68.

2. To amend and supplement Clause 4, Article 40 of Law No. 39/2019/QH14 on Public Investment as follows:

“4. Principles, competence, contents, order and procedures for formulation and appraisal of, and decision on, feasibility study reports for public-private partnership investment projects must comply with the law on investment in the form of public-private partnership.”.

3. To amend and supplement Clause 2, Article 20 of Law No. 11/2012/QH13 on Price, which was amended and supplemented under Law No. 61/2014/QH13, as follows:

“2. Promptly adjusting prices when price constituents change, except prices of public products and services in public-private partnership investment projects which shall be adjusted for each period as stated in project contracts.”.

4. To amend and supplement a number of articles of Law No. 04/2017/QH14 on Support for Small- and Medium-sized Enterprises as follows:

a/ To amend and supplement Clause 2, Article 12 as follows:

“2. Ministries, ministerial-level agencies and provincial-level People’s Committees shall establish incubators, technical establishments and co-working space. Enterprises and other investment and business entities may establish incubators, technical establishments and co-working space. “;

b/ To amend and supplement Clause 1, Article 13 as follows:

“1. Ministries, ministerial-level agencies and provincial-level People’s Committees shall establish product distribution chains. Enterprises and other investment and business entities may establish product distribution chains.”.

5. To amend and supplement Clause 2, Article 39 of Law No. 90/2015/QH13 on Hydrometeorology, which was amended and supplemented under Law No. 35/2018/QH14, as follows:

“2. Public non-business hydro-meteorological organizations shall provide hydro-meteorological services within the ambit of their functions and tasks defined by competent state agencies in accordance with this Law and relevant laws; and may exploit hydro-meteorological products and services of other organizations and individuals on the basis of order placement or agreements in accordance with law. 

Other organizations and individuals shall provide hydro-meteorological services in accordance with this Law and relevant laws.”.

6. To amend and supplement a number of articles of Housing Law No. 65/2014/QH13, which was amended and supplemented under Law No. 40/2019/QH14, as follows:

a/ To amend and supplement Clause 3, Article 36 as follows:

“3. The State shall directly invest in building houses with state budget funds, national debentures, bonds, official development assistance, concessional loans of donors or development investment loans of the State on land areas planned for building of resettlement houses under approved master plans for lease, lease-purchase or sale to resettled people.”;

b/ To amend and supplement Clause 1, Article 53 as follows:

“1. The State shall invest in building social houses with state budget funds, national debentures, bonds, official development assistance, concessional loans of donors or development investment loans of the State on land areas planned for building of social houses under regulations for lease or lease-purchase.”;

c/ To annul Point b, Clause 3, Article 40; and Point b, Clause 1, Article 114.

7. To annul Point c, Clause 4, and Clause 5, Article 30, and Clause 4, Article 51, of Law No. 15/2017/QH14 on Management and Use of Public Assets.

Article 100. Effect

1. This Law takes effect on January 1, 2021, except the provisions of Clause 6, Article 101 of this Law.

2. The Government and competent state management agencies shall detail the articles and clauses of this Law as assigned  to them.

Article 101. Transitional provisions

1. For a project in a sector specified in Clause 1, Article 4 of this Law, which satisfies the requirement on minimum total investment specified in Clause 2, Article 4 of this Law:

a/ In case its investment policy has been decided by a competent authority before the effective date of this Law, the subsequent steps specified in this Law shall be carried out. In case its investment policy needs to be adjusted, Article 18 of this Law shall be complied with;

b/ In case its feasibility study report has been approved by a competent authority before the effective date of this Law, the subsequent steps specified in this Law shall be carried out without the project approval procedures specified in this Law; the contents specified in Clause 6, Article 23 of this Law shall be additionally approved in case the investor selection has not yet been organized;

c/ For a project specified at Point a or b of this Clause, if the state capital ratio in the project is higher than that specified in Clause 2, Article 69 of this Law, such ratio is not required to be adjusted.

2. A project not in any of the sectors specified in Clause 1, Article 4 of this Law or failing to meet the requirement on minimum total investment specified in Clause 2, Article 4 of this Law shall be suspended if, by the effective date of this Law, its investor prequalification results have not yet been approved or its bidding dossier or dossier of requirements has not yet been issued for projects that do not apply prequalification.

3. For a PPP project for which investor selection is being organized:

a/ In case investor prequalification results have been approved before the effective date of this Law, the provisions of this Law shall be complied with;

b/ In case its bidding dossier or dossier of requirements has been issued before the effective date of this Law but bids are closed after December 31, 2020, the bid solicitor shall extend the deadline for bid closing to revise the bidding dossier or dossier of requirements in accordance with this Law without leading to any adjustment of the approved investment policy and feasibility study report;

c/ In case investor selection results have been obtained but the contract negotiation and signing are carried out after the effective date of this Law, the contract-signing agency shall negotiate and sign the contract based on investor selection results, bid dossier, dossier of proposals, bidding dossier and dossier of requirements in accordance with this Law without leading to any adjustment of the approved investment policy and feasibility study report.

4. Project contracts signed before the effective date of this Law may continue to be performed in accordance with their terms.

5. From the effective date of this Law, the transition for implementation of projects applying BT contracts shall be carried out as follows:

a/ To suspend projects of which bidding dossiers or dossiers of requirements have not yet been issued; projects of which bidding dossiers or dossiers of requirements have been issued may continue to be implemented based on such dossiers and regulations effective at the time they are issued;

b/ For projects of which investor selection results have been obtained before the effective date of this Law, contract-signing agencies shall organize the contract negotiation and signing based on investor selection results, bid dossiers, dossiers of proposals, bidding dossiers and dossiers of requirements and regulations effective at the time of issuance of bidding dossiers and dossiers of requirements;

c/ Projects of which contracts have been signed before the effective date of this Law may continue to be implemented  with payments made according to signed BT contracts and regulations effective at the time of contract signing;

d/ To suspend new projects applying BT contracts.

6. Projects applying BT contracts of which investment policy has not yet been approved shall be suspended from August 15, 2020.

7. The Government shall detail this Article.

This Law was passed on June 18, 2020, by the XIV^th National Assembly of the Socialist Republic of Vietnam at its 9^th session.-

Chairwoman of the National Assembly
NGUYEN THI KIM NGAN