THE GOVERNMENT SOCIALIST REPUBLIC OF VIETNAM

No.: /2018/ND-CP Independence - Freedom - Happiness

Hanoi, date month 2018

DRAFT THE DECREE

For submission to on Public – Private Partnership Investment Form
the Government

Pursuant to the Law on Organization of the Government, dated 19 June 2015;

Pursuant to the Law on Investment, dated 26 November 2014;
Pursuant to the Law on Public Investment, dated 18 June 2014;
Pursuant to the Law on Procurement, dated 26 November 2013;
Pursuant to the Law on Construction, dated 18 June 2014;
Pursuant to the Law on Management and Usage of Public Assets, dated 21
June 2017;
At the request of the Minister of Planning and Investment,
The Government issues the Decree on Investment under Public-Private
Partnership Form.

Chapter I
GENERAL PROVISIONS

Article 1. Governing scope

This Decree stipulates the areas, conditions, sequences, procedures for the
implementation of projects developed under public private partnership investment
form.
Article 2. Applicable entities
This Decree applies to ministries, ministerial-level agencies, competent
authorities, provincial-level People’s Committees (hereinafter referred to as
ministries, branches, and Provincial-level People’s Committees), investors, project
enterprises, lenders and agencies, organizations, and individuals relating to
implementation of projects developed under the public-private partnership investment
form.
 Article 3. Interpretation of terms
In this Decree, the following terms are construed as follows:
1. Public-private partnership investment form (hereinafter referred to as PPP)
means a form of investment conducted based on a project contract between a
competent State agency and the investor and/or project enterprise to construct,
improve, operate, and manage an infrastructure project and to provide public services.
2. Project contract means any contract prescribed in Clauses 3, 4, 5, 6, 7, 8, 9 and
10 of this Article and other contracts prescribed in Clause 4 of Article 40 of this Decree.
3. Build-Operate-Transfer contract (hereinafter referred to as BOT contract)
means a contract signed between a competent State agency and (an) investor(s), (a)
project enterprise(s) to build an infrastructure facility; after the completion of the
constructed facility, the investor(s), the project enterprise(s) shall have the right to
commercially operate such facility for a fixed term; upon expiry of such term, the
investor(s) and the project enterprise(s) shall transfer the facility to the competent
authority.
4. Build-Transfer-Operate contract (hereinafter referred to as BTO contract)
means a contract signed between a competent State agency and (an) investor(s), (a)
project enterprise(s) to build an infrastructure facility; after the completion of the
constructed facility, the investor(s), the project enterprise(s) shall transfer such facility
to the competent State agency and shall have the right to commercially operate such
facility for a fixed term.
5. Build-Transfer contract (hereinafter referred to as BT contract) means a
contract signed between a competent State agency and (an) investor(s), (a) project
enterprise(s) (if any) to build an infrastructure facility; after the completion of the
constructed facility, the investor(s) shall transfer the facility to the competent State
agency and shall be paid by land fund, office buildings, infrastructure, or the right to
commercially operate and exploit the infrastructure facility and services for
implementation of other Projects.
6. Build-Own-Operate contract (hereinafter referred to as BOO contract) means a
contract signed between a competent State agency and (an) investor(s), (a) project
enterprise(s) to build an infrastructure facility; after the completion of the facility, the
investor(s), the project enterprise(s) shall own and have the right to commercially
operate such facility for a fixed term; upon expiry of such term, the project
enterprise(s) shall end operation of the investment project in accordance with legal
regulations on investment.
7. Build-Transfer-Lease contract (hereinafter referred to as BTL contract)
means a contract signed between a competent State agency and (an) investor(s), (a)
project enterprise(s) to build an infrastructure facility; after the completion of the
facility, the investor(s), the project enterprise(s) shall transfer such facility to the
competent State agency and shall have the right to provide services on the basis of
commercial operation and exploitation of such infrastructure facility for a fixed term;

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the competent State agency shall lease the services and make payments to the
investor(s), the project enterprise(s).
8. Build-Lease-Transfer contract (hereinafter referred to as BLT contract)
means a contract signed between a competent State agency and (an) investor(s), (a)
project enterprise(s) to build an infrastructure facility; after the completion of the
facility, the investor(s), the project enterprise(s) shall have the right to provide services
on the basis of commercial operation and exploitation of such facilities for a fixed
term; the authorized state agency shall lease the services and make payments to the
investor(s), the project enterprise(s); upon expiry of such term, the investors, the
project enterprise(s) shall transfer the facility to the competent State agency.
9. Operate-Manage contract (hereinafter referred to as O&M contract) means a
contract signed between a competent State agency and (an) investor(s), (a) project
enterprise(s) to commercially operate a part or the entire facility for a fixed term.
10. A mixed contract is the project contract combining several types of
contracts described in Clauses 3, 4, 5, 6, 7, 8 and 9 of this Article.
11. Other project means the exchange project of BT projects, being assigned to
(an) investor(s) for investment and commercial operation in accordance with legal
regulations.
12. A pre-feasibility study report means the document presenting contents of a
preliminary study on the necessity, the feasibility and effectiveness of an PPP project,
providing a basis for a competent agency to decide an investment policy.
13. A feasibility study report means the document presenting contents of a
study on the necessity, the feasibility and effectiveness of an PPP project.
14. Total investment fund means the entire investment capital as stipulated by
relevant legal regulations and the initial working capital to exploit and/ or operate the
PPP project.
15. Equity means the capital contribution of the investor(s) to implement an
PPP project in accordance with Article 10 of this Decree.
16. Investor means an organization and/or individual conducting investment
activities in accordance with the provisions of the law on investment and other
relevant laws.
17. Project enterprise means an enterprise established by an investor or a joint-
venture of investors to implement an PPP project.
18. Lender means an organization providing credit to an investor or a project
enterprise to implement an PPP project.
Article 4. Investment sectors and classification of projects
1. The State encourages PPP investments in following sectors:
a) Transportation;
b) Power plants, and power transmission lines;

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 c) Public lighting systems; water supply systems; drainage systems; waste and
wastewater collection and treatment systems; parks; parking housings, yards, and
facilities for cars, vehicles, equipment, and plants; cemeteries;
d) Office buildings for state agencies; designated houses for State officials;
social housings; resettlement housings;
dd) Healthcare; education, training, vocational training; culture; sports;
tourism; sciences and technologies, hydrometeorology; application of information
technologies;
e) Commercial infrastructure; infrastructure of urban zones, economic zones,
and industrial zones, industrial clusters, centralized information technology zones;
high technology technical infrastructure; incubation centers, technical centers,
common working zones in support for small and medium enterprises;
g) Agriculture and rural development; development services for connection
among production, processing, and consumption of agricultural products;
h) Other sectors pursuant to the Prime Minister’s decision.
2. PPP projects are classified as the projects of national importance, group A, B,
and C in accordance with the criteria stipulated in the Law on Public Investment.
3. Ministries and ministerial-equivalent agencies shall provide detailed guidelines
on investment sectors within their management scopes.
Article 5. Costs of investment preparation and project implementation of
ministries, branches, and provincial-level People’s Committees
1. The costs of investment preparation and project implementation shall
include:
a) Costs of formulating, evaluating, and approving the project pre-feasibility
study report and the feasibility study report;
b) Costs of organizing selection of investor(s);
c) Operational costs of the project management unit belonging to the competent
State agency, including costs for implementation supervision of the project contracts and
quality of the constructed facilities;
d) Costs for announcing the project;
dd) Operational costs of the coordinating unit for managing PPP activities;
e) Costs of hiring consultants to assist the competent authority in implementing
their responsibilities and obligations in accordance with the provisions of Clause 7 of
Article 8 of this Decree;
g) Costs of holding relevant workshops and conferences;
h) Other costs.
2. The costs stipulated in Clauses 1(a) and 1(b) of this Article shall be allocated
from following sources:

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 a) The State budget as balanced in the expenditure plan for development
investments of ministries, branches, and provincial-level People’s Committees;
b) Capital sources for supporting investment preparation as prescribed in
Article 6 of this Decree;
c) Receipts from sale of tender invitation documents for selection of investor(s);
d) Repayment by the investors selected to implement the project;
dd) Other lawful capital sources.
3. The costs set out in Items c, d, dd, e, g, and h of Clause 1 of this Article shall
be allocated from the state budget within the normal expenditure plan for development
investment of the ministries, branches, and provincial-level People’s Committees.
Article 6. Capital sources for supporting investment preparation
1. Depending on the capability of mobilizing legal capital sources, ministries,
branches, and provincial-level People’s Committees shall be pro-active in getting
capital sources to support investment preparation for PPP projects.
2. Upon utilization of the capital sources stipulated in Clause 1 of this Article,
ministries, branches, and provincial-level People’s Committees shall request the
selected investors to reimburse the spent expenditures to provide capital sources for
preparation of other potential PPP projects.
3. The Ministry of Finance shall provide guidelines for implementation of
this Article.
Article 7. PPP Steering Committee and the coordinating unit for
management of PPP activities
1. An PPP steering committee shall be established and operate in accordance
with decision of the Prime Minister.
2. Basing on specific management requirements and conditions, ministries,
branches, and provincial-level People’s Committees shall assign specialized units
under their direct management to be the coordinating units for management of PPP
activities of the ministries, branches and localities (hereinafter collectively referred to
as coordinating units). If necessary, the ministries and ministerial-equivalent agencies
shall make a proposal to the Government for decision on establishment of specialized
units under their management to be the coordinating units for management of PPP
activities.
Article 8. State agencies authorized to enter into and implement project
contracts
1. Ministries, branches, and provincial-level People’s Committees shall be the
State agencies authorized to enter into and perform rights and obligations stipulated in
the contracts of the projects under their functions, duties, and authority, or the
projects assigned by the Prime Minister.
2. In the case that public assets are utilized in accordance with the legal

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regulations on management and utilization of public assets of the People’s armed
forces, socio-political organizations, socio-professional-political organizations, and
other organizations established in accordance with relevant legal regulations to
participate in PPP projects, these agencies, organizations, and units shall report the
Prime Minister selection of a State agency for entering into and implementation of
project contracts.
3. Ministries and branches shall assign the agencies and units under their
management; provincial-level People’s Committees shall assign the specialized
agencies, agencies under their direct management, or district-level People’s
Committees to prepare the project, including holding of preparation of pre-feasibility
study reports, feasibility study reports, selection of investor(s) in accordance with
provisions of this Decree and the Law on Procurement.
4. Pursuant to the specific functions, duties, rights, and management
conditions of ministries, branches, and provincial-level People’s Committees, the
authorization for signing and implementation of project contracts shall be as below:
a) Ministries and branches might authorize organizations belonging to their
ministries and branches; provincial-level People’s Committees might authorize
specialized agencies or district-level People’s Committees to enter into and implement
contracts of the projects of Group B and Group C;
b) Ministries, branches, and provincial-level People’s Committees might
authorize administration units that are financially autonomous in terms of normal
expenditures and investment expenditures, belonging to the ministries, branches, and
localities to enter into and implement contracts of the projects of Group B and Group
C, except service contracts in accordance with specialized laws.
5. The authorization prescribed in Clause 4 of this Article shall be in writing,
whereby scope and contents of authorization, and responsibilities of the authorized
agencies shall be specified for signing and implementing project contracts.
6. Competent authorities or competent State agencies (hereinafter referred
commonly as competent authorities) prescribed in Clause 4 of this Article shall
establish project management units or assign established qualified and competent
project management units to implement their responsibilities and obligations bound in
the project contracts, yet shall bear entire responsibilities for all obligations bound in
the signed contracts, in any cases.
7. If needed, competent authorities shall select independent consulting agencies
to assist implementation of their responsibilities and obligations prescribed in Clauses
3 and 6 of this Article.
Article 9. Sequence for implementation of PPP projects
1. Except for cases prescribed in Clause 3 of this Article and the projects
whereby BT contracts are applied as prescribed in Chapter V of this Decree, PPP
projects shall be implemented in the following sequence:

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 a) Formulation, evaluation of the pre-feasibility study report, decision on
investment policy, then announcement of the project;
b) Formulation, evaluation of the feasibility study report;
c) Organization of selection of investor;
d) Negotiation and establishment of the project enterprise (if any), then signing
the project contract;
dd) Implementation of the project; accounting finalization and transfer of the
facility.
2. The projects of Group C shall not be required for formulation and
evaluation of the pre-feasibility study report and decision of the investment policy as
stipulated in Clause 1(a) of this Article, however, the project announcement shall be
made upon approval of the feasibility study report.
3. Hi-tech application projects, as regulated by legal regulations on high
technology, shall be implemented in the following sequence:
a) Formulation and evaluation of the pre-feasibility study report, decision on
the investment policy, and then announcement of the project;
b) Organization of selection of investor;
c) Preparation of the feasibility study report (by the selected investor);
d) Organization of evaluation and approval of the feasibility study report;
dd) Implementation of the steps prescribed in Clause 1(d) and Clause 1(dd) of
this Article.
4. As needed, depending on specific requests and management conditions,
ministries, branches, and ministerial-equivalent agencies shall preside over the
provisions of guidelines on sequence of implementation of PPP projects under their
management.

Chapter II
CAPITAL SOURCES FOR PROJECT IMPLEMENTATION

Article 10. Equity of and capital raised by investors

1. An investor is responsible to contribute equity and raise other capital sources
to implement the project as agreed in the project contract.
2. The equity ratio of an investor shall be determined in accordance with
following principles:
a) With respect to the capital portion up to VND 1,500 billion, the equity ratio
must not be less than 20% of such portion;

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 b) With respect to the capital portion more than VND 1,500 billion, the equity
ratio shall be determined following the principle: with respect to the capital portion
up to VND 1,500 billion, the equity ratio must not be less than 20%; with respect to
the capital portion above VND 1,500 billion, the equity ratio must not be less than
10%.
3. The State investment capital participating in a PPP project as prescribed in
Clauses 2 and 4 of Article 11 of this Decree shall not be included in total investment
capital to determine the equity ratio.
4. Regarding to BT contracts, investors shall meet additional requirements of
equity (if any) stipulated in legal regulations on investment, construction, housing,
and real estate trading, and other relevant regulations to implement other Projects.
Article 11. The State investment capital for PPP projects
1. The State investment capital for participation in PPP projects shall be
provided via one or various forms as below:
a) The State contribution capital;
b) Capital for payment to investors;
c) Land fund, office buildings, infrastructure given to investors or of which
the commercial operation, exploitation, and services are transferred to investors of
the projects where BT contracts are applied;
d) Capital for supporting construction of auxiliary works, and to arrange
compensation, site clearance, and/or resettlement.
2. The State contribution capital:
a) The State contribution capital shall be utilized to support construction of
works to ensure financial feasibility of the project;
b) The State contribution capital shall be allocated from the public investment
capital in accordance with legal regulations on public investment, public assets, and
usage and management of public assets;
c) BT projects shall not be entitled to the State contribution capital via public
investment capital.
3. Capital for payment to investors:
a) Capital for payment to investors shall be used for making payments to the
investors who provide services under BLT and BTL contracts;
b) Capital for payment to investors shall be allocated from the public
investment capital, normal expenditures used for maintenance of public services,
and revenues from provision of public services.

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 4. The State capital for supporting construction of auxiliary works, and
arrangement of compensation, site clearance, and/or resettlement shall be allocated
from the public investment source.
5. If provincial-level People’s Committees use the capital allocated from
foreign loans of the Government as the State contribution capital for
implementation of PPP projects, the utilization of such capital shall comply with
legal regulations on re-lending of foreign loans by the Government to provincial-
level People’s Committees.
6. Regarding to the projects proposed by the investors, the State contribution
capital for participation in PPP projects as prescribed in Clauses 2 and 3 of this
Article shall be allocated only when direct contracting to the investors is not applied,
in accordance with legal regulations on procurement.
Article 12. Determining value of the State investment capital participating
in PPP projects
1. The value of the State investment capital participating in an PPP project shall
be considered based on the project financial plan, the ability of balancing the capital
sources and other resources.
2. When the State contribution capital is public assets, ministries, branches,
and provincial-level People’s Committees shall determine the value of the State
capital participating in project implementation in accordance with legal regulations
on utilization and management of public assets.
3. The authorized agencies as prescribed in Clause 1 of Article 31 of this
Decree shall determine the value of the State investment capital participating in PPP
project implementation when approving the feasibility study report.
4. The Ministry of Finance shall provide guidelines on determination of the
value of public assets participating in PPP project implementation.
Article 13. Preparing plans on the State investment capital participating in
PPP project implementation
1. Based on the investment policy approved by the competent agencies as
stipulated in Section 1 of Chapter III of this Decree, ministries, branches, and
provincial-level People’s Committees shall prepare and collate their plan on the
State investment capital for PPP projects in the medium-term public investment
plans.
2. Based on the medium-term public investment plans, the approved
feasibility study reports, ministries, branches, and provincial-level People’s
Committees shall prepare and collate their plan on the State investment capital for
PPP projects in the annual public investment plans of the ministries, branches, or
localities.
3. Regarding to the projects of Group C, based on the approved feasibility

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study reports, ministries, branches, and provincial-level People’s Committees shall
prepare and collate their plan on the State investment capital for PPP projects in the
medium-term public investment plans and the annual public investment plans of the
ministries, branches, and localities.
Article 14. Preparing cost estimation of normal expenditures for and
revenues from provision of public services for the capital paid to investors
Ministries, branches, and provincial-level People’s Committees shall prepare
and collate normal expenditures for and revenues from provision of public services for
the capital paid to investors in accordance with legal regulations on the State budget
and relevant regulations on utilization of budges.
Article 15. Implementation of the State investment capital participating in
PPP projects
1. Disbursement of the State contribution capital:
a) When the State capital is contributed with public investment capital, based
on volume and value of the works completed by the investors and accepted by the
project enterprise, the authorized State agencies shall distribute and make payment to
the investors and the project enterprises in accordance with the ratio, value, and
progress and on the conditions agreed in the project contract;
b) When the State capital is contributed with public assets, the authorized
State agencies hand over or transfer the assets to the investors, the project
enterprises in accordance with the value and progress agreed in the project contract.
2. Disbursement of capital to make payment to an investor:
a) Capital for payment to an investor providing services pursuant to a BTL or
BLT contract prescribed in Clause 3 of Article 11 of this Decree shall be made as from
the time of service provision as agreed in the project contract;
b) Payment as prescribed in the Sub-clause (a) above shall be made periodically
based on the volume and quality of services as agreed in the project contract.
3. Use of the land fund, office buildings, infrastructure or the right to
commercial operation, exploitation, and services for payment to investors of BT projects
shall follow provisions stipulated in Chapter V of this Decree.
4. Capital for construction of auxiliary works, compensation payment, site
clearance, and resettlement as prescribed in Clause 4 of Article 11 of this Decree shall
be disbursed in accordance with regulations on public investment projects.
5. The Ministry of Finance shall provide guidelines for implementation of this
Article.

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 Chapter III
INVESTMENT POLICY AND ANNOUNCEMENT OF PPP PROJECTS
Section 1
PPP PROJECTS PROPOSED BY MINISTRIES, BRANCHES, AND
PROVINCIAL-LEVEL PEOPLE’S COMMITTEES

Article 16. Authorization to deciding investment policy

1. The National Assembly shall decide the investment policy of the projects of
national importance.
2. The Prime Minister shall decide the investment policy of following projects:
a) The projects of Group A using the State budget for the investment ratio of
30% or more or less than 30% but more than VND 300 billion of the project total
investment capital;
b) The projects of Group A with BT contracts.
3. The Ministers, the Chairmen of ministerial-equivalent agencies, the
Chairmen of the Government’s agencies shall decide investment policy of the
projects that not belong to cases prescribed in Clauses 1 and 2 of this Article and
under their direct management.
4. Provincial-level People’s Councils shall decide the investment policy of
following projects:
a) The projects of Group A that are not governed by Clause 2 of this Article;
b) The projects of Group B that use public investment capital;
c) The projects of Group B with BT contracts.
5. Provincial-level People’s Committees shall decide investment policy of the
projects that are not governed by Clauses 1, 2, and 4 of this Article at the localities.
Article 17. Sequence and procedures of deciding an investment policy
1. The sequence of making decisions on the projects of national importance
shall follow legal regulations on public investment.
2. The sequence of making decisions on the projects under the Prime Minister’s
authority:
a) The organizations and units prescribed in Clause 3 of Article 8 of this Decree
shall hold preparation of pre-feasibility study reports;
b) Ministries, branches, and provincial-level People’s Committees shall
authorize PPP coordinating units to hold appraisal of pre-feasibility study reports;
c) When the central State budget is mobilized for the project, the Ministry of

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Planning and Investment shall lead and co-ordinate relevant ministries to evaluate
capital sources and the ability of budget balance with respect to such State central
budget portion;
d) When the local State budget is mobilized for the project, the provincial-level
Department of Planning and Investment shall lead and co-ordinate relevant
departments to evaluate capital sources and the ability of budget balance with respect to
such State budget portion;
dd) Ministries, branches, and provincial-level People’s Committees shall submit
proposals of investment policy for one ore multiple projects (as listed) prepared and
evaluated as regulated in Sub-clauses a, b, c, and d of this Article to the Prime Minister
for review and approval.
3. The sequence of making decisions on investment policy for the projects under
authority of Ministers, Chairmen of ministerial-equivalent agencies and the agencies
under direct management of the Government:
a) The organizations and units prescribed in Clause 3 of Article 8 of this Decree
shall conduct preparation of pre-feasibility study reports;
b) Ministers, Chairmen of ministerial-equivalent agencies and the agencies
under direct management of the Government shall authorize PPP coordinating units to
hold appraisal of pre-feasibility study reports;
c) When the central State budget is mobilized for the project, the Ministry of
Planning and Investment shall lead and co-ordinate relevant ministries to evaluate
capital sources and the ability of budget balance with respect to the public investment
capital for the project (if any);
d) The organizations and units prescribed in Clause 3 of Article 8 of this Decree
shall submit proposals of investment policy for one ore multiple projects (as listed)
prepared and evaluated as regulated in Sub-clauses a, b, and c of this Article to the
Ministers, Chairmen of ministerial-equivalent agencies and the agencies under direct
management of the Government for review and approval.
4. The sequence of making decisions on the projects under authority of
provincial-level People’s Councils:
a) The organizations and units prescribed in Clause 3 of Article 8 of this Decree
shall hold preparation of pre-feasibility study reports;
b) Provincial-level People’s Committees shall authorize PPP coordinating units
to hold appraisal of pre-feasibility study reports;
c) When the central State budget is mobilized for the project, the Ministry of
Planning and Investment shall lead and co-ordinate with the Ministry of Finance to
evaluate capital sources and the ability of budget balance with respect to such budget
portion;
d) When the local State budget is mobilized for the project, the provincial-level
Department of Planning and Investment shall lead and co-ordinate relevant

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departments to evaluate capital sources and the ability of budget balance with respect to
such State budget portion;
dd) Provincial-level People’s Committees shall submit proposals of investment
policy for one ore multiple projects (as listed) prepared and evaluated as regulated in
Sub-clauses a, b, c, and d of this Article to provincial-level People’s Councils for review
and approval.
5. The sequence of making decisions on the projects under authority of
provincial-level People’s Committees:
a) The organizations and units prescribed in Clause 3 of Article 8 of this Decree
shall hold preparation of pre-feasibility study reports;
b) Provincial-level People’s Committees shall authorize PPP coordinating units
to hold appraisal of pre-feasibility study reports;
c) he organizations and units prescribed in Clause 3 of Article 8 of this Decree
trình shall submit proposals of investment policy for one ore multiple projects (as listed)
prepared and evaluated as regulated in Sub-clauses a and b of this Article to provincial-
level People’s Committees for review and approval.
6. Regarding to the projects whereby payment is made to investors with the
normal expenditure capital or incomes from provision of public services, ministries,
branches, and provincial-level People’s Committees shall determine the ability of
budget balance as stipulated in lawful regulations of State budget.
7. Regarding to the projects of high-tech application prescribed in Clause 3 of
Article 9 of this Decree, the approved pre-feasibility study report and the approved
investment policy shall form a basis for selection of investors.
Article 18. Preparation of pre-feasibility study reports
1. Basis for preparation of pre-feasibility study reports:
a) Sector/ regional development planning and plans, and local socio-
economic development plans;
b) Demands for sector/ local development investment;
c) Regulations on investment sectors in PPP form as prescribed in Article 4 of
this Decree.
2. Regarding to the projects that are not included in the sector/ regional
development planning and plans, and local socio-economic development plans,
ministries, branches, and provincial-level People’s Committees shall consider within
their authority or shall submit proposals to the competent authorities for approval.
3. Contents of a pre-feasibility study report:
a) Necessity of the investment; advantages and impacts of delivering the
project in the PPP form to communities and local people within the project scope;

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 b) Conformity of the project with the investment sector; sector/ regional
development planning and plans, and local socio-economic development plans;
c) Proposed objectives, scale [size], and location for project implementation;
requirements for land use and natural resources;
d) Preliminary analysis of technical requirements and specifications, and of
quality standards applicable to the project facilities, products or services to be
provided; preliminary design options as required by construction regulations
(applicable for the projects with construction components);
dd) Preliminary analysis of socio-economic effectiveness of the project;
environmental impact analysis reports as required by legal regulations on
environment protection;
e) Proposed overall plan on payment of compensation, site clearance, [and/or]
resettlement;
g) Preliminary analysis of the financial plan of the project, comprising the
following items: total investment capital, capital sources, and capital mobilization
plan; the State investment capital (if any) participating in project implementation;
expenses; revenues, charges and fees for goods and services; the time required for
capital recovery and generation of profit; expectation of other conditions for project
implementation (applicable to BT projects);
h) Preliminary selection of types of contracts for the project;
i) Preliminary analysis of risks and risk sharing by the project stakeholders
during the project implementation;
k) Estimated progress, durations of contract implementation; duration of
construction and exploitation of the project facilities; organization, management,
commercial operation plans, or service provision plans;
l) Proposal on forms of investment preferences and investment guarantees (if
any);
m) Other necessary contents in accordance with legally specialized
regulations.
Article 19. Proposals to competent authorities for approval of investment
policies
1. The letter of project proposal to the competent authorities for approval of
investment policies;
2. Pre-feasibility study reports;
3. Appraisal of the pre-feasibility study reports;
4. Evaluation report on capital sources and the ability of budget balance in
accordance with legal regulations on public investment for the projects whereby public

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investment capital is provided for the State’s participation in PPP projects;
5. Review of financial agencies, as stipulated in legal regulations on the State
budget contribution to the projects whereby normal expenditure capital or revenues
from provision of public services are sources of payment to investors.
Article 20. Conditions and contents for deciding investment policies
1. Conditions for deciding investment policies:
a) Being in line with sectoral development planning; socio-economic
development planning and plans approved by competent authorities;
b) Being in line with investment sectors prescribed in Article 4 of this Decree;
c) Not being duplicated with other projects of which decisions on investment
policy and/ or investment decisions have been made;
d) Being able to recover investment capital of the investors;
dd) Being feasible in terms of budget balance, regarding to the State
investment capital participating in PPP projects.
e) Environmental impact assessment reports are available, as required by the
legal regulations on environment protection.
2. Contents of a decision on an PPP investment project shall comprise: name
of the project; project goals and objectives; summary of the project scale/ size,
capacity, location; the estimated project implementation period, the total investment
capital, capital sources, and the State investment capital participating in the PPP
project (if any).
Article 21. Announcement of projects
1. Within seven (07) working days since the approval of investment policy made
by competent agencies, ministries, branches, and provincial-level People’s Committees
shall announce the projects and lists of projects in the national Procurement website in
accordance with legal regulations on procurement.
2. The announced project information include mainly following contents:
a) Project name and type of project contract;
b) Goals and objectives, scale and location for implementation of the project
and other projects (whereby BT contracts are applicable);
c) Summary of technical requirements and specifications, and of quality
standards applicable to the project facilities, products or services to be supplied;
d) Anticipated total investment capital; and the State investment capital (if
any) participating in PPP project implementation;
dd) Proposed project implementation schedule and duration, including time for
formulating the feasibility study report, investor selection, the construction phase, and
completion and commissioning of the project facilities for use;

15
 e) Updates on the project progress pursuant to sub-clause (dd) of this Article;
g) Contact address of the authorized State agency or the procurement invitation
party.

Section 2
PROJECTS PROPOSED BY INVESTORS

Article 22. Conditions for proposing a project

1. An investor may propose a project, except the projects and lists of projects
approved and announced by ministries, branches, and provincial-level People’s
Committees pursuant to Section 1 of this Chapter.
2. An investor–proposed project must satisfy the following conditions:
a) The conditions prescribed in Clause 1 of Article 20 of this Decree;
b) If the investor is a State-owned enterprise, it must cooperate with another
enterprise(s) to propose the project yet procurement competitiveness must be ensured
in accordance with legal regulations on procurement.
Article 23. Application file for an investor-proposed project
1. A letter of proposal for project implementation, including a commitment on
bearing all expenses and risks if the project proposal is not accepted;
2. A pre-feasibility study report (including the contents prescribed in Clause 3 of
Article 18 of this Decree) or a feasibility study report for the project of Group C
(including the contents stipulated in Clause 1 of Article 29 of this Decree);
3. Documents confirming the legal status, capacity, and experience of the investor;
4. Other necessary documents (if any) explaining the project proposal.
Article 24. Decisions on investment policy for investor-proposed projects
1. Evaluation and approval of investment policy of an investor-proposed project
shall follow the sequence and procedures prescribed in Article 17 of this Decree.
2. Regarding to the project for which at least two (02) investors submit the
application files (prepared in accordance with the requirements stated in Article 23
of this Decree):
a) Ministries, branches, and provincial-level People’s Committees shall
review and select the application file of the highest feasibility and effectiveness
based on investment necessity; technical and financial feasibility; socio-economic
effectiveness of the project; capacity and experience of the investor, and other
criteria.
b) The Ministry of Planning and Investment shall provide guidelines for

16
implementation of this content.
3. Durations of evaluation and approval of investment policies for investor-
proposed projects (excluding the duration of evaluating capital sources and the
capability of balancing public investment capital) are as below:
a) Projects of Group A: maximum 60 days since receipt of all eligible
documents;
b) Projects of Group B: maximum 30 days since receipt of all eligible
documents.
Article 25. Announcement of investor-proposed projects
1. When the investment policy of an investor-proposed project is approved,
ministries, branches, and provincial-level People’s Committees shall announce the
project proposal and information about the investor in accordance with Article 21 of
this Decree.
2. If a project proposal contains items related to intellectual property rights,
trade secrets, technology or an agreement on raising capital for project implementation
required to be kept confidential, then the investor shall reach agreement with
ministries, branches, and provincial-level People’s Committees concerned on which
contents of the project proposal may be publicized.

Section 3
CONVERSION OF PUBLIC INVESTMENT PROJECTS TO PPP
PROJECTS

Article 26. Conversion form

1. A public investment project, if it meets the conditions prescribed in Clause
1 of Article 20 of this Decree, shall be considered to be converted into an PPP
project, applying one of the contract forms described in Clauses 3, 4, 5, 6, 7, 8 and
10 of Article 3 of this Decree or other contract forms prescribed in Clause 4 of this
Article 40 of this Decree.
2. Conversion schemes
a) The competent State agency shall withdraw the entire public investment
capital deposited in the project facility. The investor shall refund the State the
investment capital made in accordance with the agreed progress in the project
contract, and being responsible for arranging the remaining capital needed to invest
the project in PPP form.
b) The competent State agency shall use a portion or the entire of the invested
public capital as the State investment capital contributed to the PPP project. The
investor shall be responsible for arranging the remaining capital needed to extend
the investment in the project in PPP form.

17
 3. The value of the invested public capital as prescribed in Clauses 2(a) and
2(b) of this Article shall be determined based on accounting liquidation at the time
of conversion of investment form, following the guidelines of the Ministry of
Finance.
Article 27. Sequence and procedures of conversion of investment forms
1. The competent State agency to approve the conversion of investment forms
and the feasibility study report prepared for conversion purpose shall be the one who
approved the project implementation in public investment form.
2. The application file for conversion approval and the feasibility study report
for project conversion shall include:
a) A letter of proposal of converting investment forms, in which it should state
clearly: reasons and necessity of conversion of investment form; conversion forms
and options as prescribed in Article 26 of this Decree;
b) A report of the project implementation progress at the time of proposal of
investment form conversion in accordance with legal regulations on public
investment;
c) A feasibility study report of the to-be-converted project;
d) A report evaluating the feasibility study report of the to-be-converted project;
dd) Regarding to the to-be-converted project into PPP form whereby normal
expenditure capital or revenues from provision of public services shall be mobilized,
the application file shall include a letter by a financial agency as regulated in Clause
5 of Article 19 of this Decree.
3. The sequence of approval of the investment conversion policy and the
feasibility study report shall follow Articles 30 and 31 of this Decree.
4. Upon approval of the investment conversion policy and the feasibility study
report by the competent authority, ministries, branches, and provincial-level
People’s Committees shall hold selection of investors for project implementation.

Chapter IV
PREPARATION, EVALUATION, AND APPROVAL OF FEASIBILITY STUDY
REPORTS

Article 28. Responsibility to prepare feasibility study reports

1. Ministries, branches, and provincial-level People’s Committees shall assign
organizations and agencies prescribed in Clause 3 of Article 8 of this Decree to
arrange preparation of feasibility study reports to provide a basis for investor selection.
2. For an investor-proposed project in accordance with Article 24 of this
Decree, ministries, branches, and provincial-level People’s Committee shall assign the

18
investor to prepare the feasibility study report.
3. For hi-tech projects described in Clause 3 of Article 9 of this Decree,
ministries, branches, and provincial-level People’s Committees shall assign the
selected investor to arrange preparation of feasibility study report.
4. Assignment of the investor to prepare the feasibility study report, as
prescribed in Clauses 2 and 3 of this Article, shall be implemented based on a written
agreement between the ministry, branch or provincial people's committee and the
investor. A written agreement shall stipulate the objectives, requirements, costs of
formulating such report, costs of hiring an independent consultant to evaluate such
report and principles for dealing with matters in following cases:
a) For the projects prescribed in Clause 2 of this Article, the written
agreement shall stipulate a code of conduct that if the feasibility study report is not
approved, the investor shall bear all incurred costs and expenses and if another
investor is selected for project implementation, all expenses spent on preparation of
the feasibility study report shall be refunded by the selected investor to the investor
proposing the project;
b) For the projects prescribed in Clause 3 of this Article, the written agreement
shall stipulate clearly a code of conduct that if the feasibility study report is not
approved and contract negotiation and signing is not implemented, the investor shall
bear all incurred costs and expenses.
Article 29. Contents of feasibility study reports
1. A feasibility study report shall contain the following basic contents:
a) Detailed analysis of the necessity for the investment and the advantages of
delivering it in the PPP investment form as compared to other investment forms;
consultation on impacts of the project implementation with one or following
organizations and agencies: People’s councils, People’s committees, provincial-level
and/or city-level delegation of the National Assembly of the localities where the
project is implemented; and professional associations relating to investment sectors;
b) Assessment of compatibility of the project with the investment sectors, and
the local development planning and plans;
c) The project goals and objectives, scale, components (if any) and location for
project implementation; requirements for land use and natural resources;
d) Technical and technology reports to satisfy requirements on quality of the
project facility, products or services to be supplied; assessment of current conditions of
facilities, machinery, equipment, and the value of assets (applicable to O&M contracts);
basic design in accordance with legal regulations on construction (applicable to the
projects with construction components);
dd) Socio-economic effectiveness and impacts of the project on the
environment, society, national defense and security.
e) Compensation, site clearance, and resettlement plans;

19
 g) The financial plan of the project (including the contents prescribed in Clause
3(g) of Article 18 of this Decree);
h) Capital mobilization ability for project implementation; assessment of market
demands and affordability; surveys of interests of investors and lenders towards the
project;
i) Types of contracts applicable to the project;
k) Progress and duration of the project contracts; duration of construction and
exploitation of the facilities; arrangements of management, commercial operation, and
service provision;
l) Analysis of risks and responsibilities of the project stakeholders for risk
management, if any, during the project implementation;
m) Proposal on forms of investment preferences and investment guarantees (if
any);
n) Other necessary contents in accordance with legally specialized regulations.
2. Ministries and ministerial-equivalent agencies shall provide detailed
guidelines on contents of feasibility study reports, in accordance with requirements of
project implementation of their sectors.
Article 30. Evaluation of feasibility study reports
1. Authority to evaluate feasibility study reports:
a) The State Evaluation Committee shall evaluate reports for projects of
national importance; ODA funded projects, the projects for which foreign soft loans
are arranged as the State contribution capital for national defense and security, and
religion;
b) The Ministers, Chairmen of ministerial-equivalent agencies and Chairmen of
provincial-level people's committees shall assign their PPP coordinating units to
evaluate feasibility study reports for the projects that are not governed by regulations
in this Clause (a).
2. The contents of an evaluation shall comprise:
a) Necessity of the project implementation: its conformity with development
planning and plans of the sectors, regions, and localities; advantages of implementing
the project in the PPP form as compared to other investment forms;
b) Conformity of fundamental elements: objectives, scale, and location of
project implementation; design, technical, and technology requirements; unit prices,
norms, and design solutions helping to save construction costs of the project
facilities; arrangements of management, commercial operation, and provision of
services. The basic design shall be evaluated in accordance with legal regulations on
investment projects with construction components or specialized legal requirements
of projects without construction components.

20
 c) Effectiveness of the project: Results and contribution of the project to socio-
economic development tasks; impacts on the society, the environment, and the national
defense and security;
d) Feasibility of the project: the financial plan of the project, the ability of
resources mobilization for project implementation; requirements for land use, site
clearance and natural resources; capability of supplying goods and services and
arrangements towards satisfaction of users’ demands and affordability; concerns of the
investor and the lender in the project;
dd) Conformity of types of contract of the project: types of contract and contract
implementation duration; potential risks during construction, exploitation, and
management of the project and risk prevention and mitigation measures;
e) Other necessary items.
3. For Group C projects with public investment capital, ministries, branches,
and provincial-level People’s Committees shall organize evaluation of capital
sources and the capability of capital balance regarding to the public investment
capital in accordance with proper authorization stipulated in legal regulations on
public investment; this shall form a basis for approval of feasibility study reports.
4. Deadlines for evaluation of feasibility study reports are:
a) For projects of national importance: no more than ninety (90) days;
b) For projects of group A: no more than forty (40) days;
c) For projects of group B and C: no more than thirty (30) days.
5. An evaluating agency may hire consultants to evaluate part of or the entire
project contents prescribed in Clause 2 of this Article.
Article 31. Approval of feasibility study reports
1. Authority to approve feasibility study report:
a) The Prime Minister shall approve feasibility study reports for projects of
national importance; ODA funded projects, the projects for which foreign soft loans
are arranged as the State contribution capital for national defense and security, and
religion;
b) The Ministers, Chairmen of ministerial-equivalent agencies and Chairmen of
provincial-level People's Committees shall approve feasibility study reports for the
projects that are not governed by regulations in this Clause (a).
2. Submission of feasibility study reports:
a) A letter of submission;
b) The feasibility study report;
c) The evaluation report of the feasibility study report;

21
 d) A decision on investment policy of the project (except Group C projects);
an evaluation report of capital sources and the capability of capital balance
regarding to Group C projects for which public investment capital is funded;
dd) Relevant documents and legal documents.
3. Regarding to Group C projects for which public investment capital is
funded, approved feasibility study reports are the basis to formulate and collate
public investment capital in the medium-term and annual public investment plans as
prescribed in Clause 3 of Article 13 of this Decree.
Article 32. Amendment of feasibility study reports
1. A project shall be considered for amendment in the following circumstances:
a) The project is affected by natural disasters or by other force majeure events;
b) Occurrence of other factors which provide higher effectiveness to the project;
c) There are changes in planning which directly affect objectives, location,
and/or scale of the project;
d) The project fails to attract investors after market research, holding pre-
qualification or tendering for selection of investors;
dd) Other circumstances in accordance with specialized legal regulations or
the Prime Minister’s decisions.
2. Procedures of evaluation, approval and amendment of feasibility study
reports shall comply with Articles 30 and 31 of this Decree.

Chapter V
PROCEDURES FOR PROJECT IMPLEMENTATION
UNDER BUILD -TRANSFER CONTRACTS

Article 33. Procedures for project implementation under BT contracts

1. Implementation procedures:
a) Formation, appraisal, approval and publication of the project in
accordance with Chapter III of this Decree;
b) Formation, appraisal and approval of the feasibility study report in
accordance with Chapter IV of this Decree;
c) Formation, appraisal and approval of designs and cost estimates in
accordance with the law on construction or relevant areas;
d) Organization of investor selection; negotiation and signing of the
investment agreement and project contract in accordance with Chapter V of this

22
Decree;
e) Implementation of construction; finalization and transfer of the facility in
accordance with Chapter VII and VIII of this Decree.
2. Responsibility for preparation of designs and cost estimates:
a) The ministries, branches and provincial-level People's Committees shall
assign organizations and units defined in Clause 3, Article 8 of this Decree to
organize the preparation of designs and cost estimates;
b) For projects proposed by investors, ministries, branches and provincial-
level People's Committees shall assign the investors to formulate designs and cost
estimates. The assignment to the investors of this task shall be based on the written
agreements between ministries, branches, provincial-level People's Committees and
the investors. The written agreement stipulates the purposes, requirements, costs for
designing, costs for hiring independent consultants to verify, and the principles of
processing in case other investors are selected to implement the project.
3. Appraisal, approval for designs and cost estimates:
a) The agencies in charge of construction pursuant to the law on
construction, or the agencies assigned to undertake appraisals pursuant to specific
laws shall appraise project designs and cost estimates;
b) The ministries, branches, provincial-level People's Committees or agencies
assigned to sign and implement the contracts shall appraise project designs and cost
estimates.
4. The investors in BT projects are not required to apply the procedures and
process to make investment decisions and make deposits in accordance with the law
on investments for implementation of other projects.
Article 34. Mode of payment to the investor in a BT contract
1. Use of the value of land use right, working office, infrastructure assets in
accordance with the law on management and use of State properties.
2. Franchise of business, exploitation of works and services to investors
according to the specialized laws.
Article 35. Principles for implementation of BT contracts using the value of
land use rights, working offices, infrastructure assets
1. Land fund, working office, infrastructure assets reserved for payment to
the investors as identified and approved in the FEASIBILITY STUDY reports to
make basis for organization of investor selection.
2. The construction plans of 1/2.000 or 1/500 (if any) of the land fund to be
paid to the investors must be prepared and approved in accordance with the law
before the approval of the feasibility study report. In case the adjustment of plan

23
results in changes in the land use value or land rent, the competent State bodies and
investors shall re-determine the value of land use value or land rent, ensuring that
the State budget will not be lost and harmonious with the interests of investors and
people.
3. The principles for dealing with the plan for the land fund to be paid to the
investors for adjustment must be stipulated in the project contract, including the
following contents: commitment not to disrupt the master plan of the area or locality
when adjusting the plan; the mechanism for negotiation and renegotiation in case
the plan adjustment changes the land use value.
4. The processes and procedures for making payment of BT contracts by the
value of land use right, working offices and infrastructure assets shall comply to the
law on management and use of State properties.
Article 36. Principles for implementation of BT contracts using Franchise of
business, exploitation of works and services to the investors according to the
specialized laws
1. Scope and time duration for franchise of business, exploitation of works
and services to the investors shall be based on the balance of benefits between the
State and the investors.
2. Scope and time duration for franchise of business, exploitation of works
and services to the investors as stipulated in Clause 1 of this Article shall be
approved in the FEASIBILITY STUDY report to make basis for selection of
investors.
3. Time for franchise of business, exploitation of works and services to the
investors shall comply with the agreement in the project contract.
4. The execution of the rights to conduct business, exploit works and services
of the investors shall not create impacts on the works of the competent authorities in
case of co-exploitation.

Chapter VI
SELECTION OF INVESTORS, ESTABLISHMENT OF PROJECT
ENTERPRISE, AND SIGNING OF PROJECT CONTRACT

Article 37. Selection of investors

1. The selection of investors shall comply with the provisions in the Law on
Procurement.
2. An investor shall be entitled to enjoy preferences during the process for
selection of investor when there is a feasibility study report or a project proposal
approved by a ministry, branch or Provincial -level People’s Committee.

24
 Article 38. Establishment of project enterprise
1. Upon the decision on approval for investor selection results, except the
cases established under Clause 2 of this Article, the investor shall establish in
enterprise for project implementation in accordance with the law on enterprises.
2. In case a project implemented in accordance with a BT contract or a Group C
project, the investor shall decide the establishment of a project enterprise in
accordance with Clause 1 above, or shall directly implement the project with
independent management and cost accounting for the investment capital and activities
of the project.
3. The management, operation and dissolution of project enterprises shall
comply with the provisions of the law on enterprises, investment law and project
contracts.
4. The equity of the investor is contributed according to the agreed schedule
in the project contract. At the registration of project enterprise establishment, the
investor shall determine the proportion of owner's equity contributed to the charter
capital of the project enterprise in accordance with the law on enterprises. In case
the charter capital of the project enterprise is lower than the amount of capital
committed to be mobilized by the investor, the project contract must include the plan
for increasing the charter capital of the project enterprise in line with the progress
of the project implementation.
Article 39. Signing project contract
Based on the decision approving the investor selection results and contract
negotiation and finalization results, the competent authority shall organize the
signing of the project contract in one of the following modes:
1. The competent authority and the investor shall sign the project contract. In
this case, the competent authority, the investor and the project enterprise (if any)
shall sign the document that allows the project enterprise to take over and execute
the rights and obligations of the investors in accordance with the project contract.
This document shall be an integral part of the project contract.
2. The investor and project enterprise be a party to sign the project contract
with the competent authority.
Article 40. Project contract contents
1. Based on the objectives, characteristics and type of project contract, the
parties shall reach agreement on all or some of the following principal items:
a) The objective, scale, location, term and schedule of project implementation;
the duration of construction of the project works [facility];
b) The technical and technology requirements and the quality of the facility or
products or services to be supplied;

25
 c) The total investment capital and the project's financial plan;
d) Value, conditions, ratio and schedule for disbursement of State investment
capital (if any) participating in PPP project (if any); principle for handling the case
that the land fund to be paid to the investor in the BT project is adjusted by an
authorized level leading to the changes in the value of land use rights;
dd) Conditions for using land and related works;
e) Payment of compensation, site clearance, resettlement;
g) Construction; requirements for examination, supervision and management
of construction quality during implementation; check and acceptance and final
account of completed works;
h) Assessment, operation, maintenance, commercial operation and exploitation
of the project works; transfer of the works;
i) Guarantee of safety and environmental protection;
k) Conditions and procedures for project step-in by the lender;
l) Risk and responsibility sharing of the involved parties of the contracts
including the competent authority, authorized agency (in case authorized to sign the
contract) and investor; principles for dealing with disputes, and force majeure events;
m) Forms of incentives [preferences] and investment guarantees (if any);
n) Governing law of the project contract relationship and related contracts, and
dispute settlement regime;
o) Effectiveness and term of the project contract;
p) Principles and conditions for amending, supplementing and terminating the
project contract; assignment of rights and obligations pursuant to the project contract;
q) Other contents as agreed between the parties.
2. Materials enclosed with the project contract (if any) including annexes,
documents, and other papers to make an integral part of the project contract.
3. A mixed contract as stipulated at Clause 10 Article 3 of this Decree shall be
decided by a Ministry, branch, Provincial -level People’s Committee on the
principles that the economic and financial effectiveness shall be guaranteed, and the
benefits of the State, investor and users shall be harmonized.
4. In case the types of contracts are different to those established in Clause 3,
4, 5, 6, 7, 8, 9 and 10 Article 3 of this Decree:
a) The ministries, branches and Provincial -level People’s Committees shall
make proposals on other types of contract and submit to the Ministry of Planning
and Investment for consolidation and submit to the Prime Minister for consideration
and decision.

26
 b) The proposals for application of other types of contracts include the
following contents: The necessity and advantages of applying a different type of
contract to those stipulated in Article 3 of this Decree; the formulation, ownership,
management, business, operation, exploitation and transfer of the project; the mode
of service provision, the return of investment capital and the profits of investors; the
international experience on the application of the proposed type of contract (if any).
5. Based on the provisions in Clause 1 above, the ministries and branches shall
provide detailed guidelines on the templates of project contracts in consistent with the
requirements for implementing and managing projects in each branch.
Article 41. Disclosure of project contract information
1. Within seven working days from the date of signing the project contract,
the competent authority shall disclose the project contract information on the
national e-procurement system.
2. The contents to be disclosed include:
a) Name of the project, the contract number, the contract signing time;
b) Name and address of the competent authority;
c) Name and address of the investor; name and address of the established
project enterprise;
d) The location of the project, the area of the land in use;
e) The basic parameters for monitoring the quality of works and services
provided by investor in the operational phase;
f) The total investment capital; capital contributed and mobilized by
investors; State share in the PPP project (if any);
g) The type of contract, the duration of contract, the expected time of project
transfer (if any);
h) The prices and charges of goods and services; the form and location of
charge and fee collection (if any);
i) Other necessary information.
3. In case the amendment or addendum of the project contract results in the
changes of information specified in Clause 2 of this Article, the competent authority
shall update the changes on the national e-procurement system within 7 days from
the signing date of contract addendum.
4. The information specified in Clause 2 of this Article is encouraged to be
published on the website of the competent authority or other mass media.
Article 42. The project step-in right of the lender
1. The lender has the right to step in or to appoint another qualified organization

27
to take over all or part of the rights and obligations of the investor, project enterprise
(hereinafter both referred to as project step-in right) if the investor or project
enterprise fails to fulfil the obligations prescribed in the project contract or loan
agreement.
2. The agreement on the project step -in right must be made in writing between
the lender and the competent authority or contractual parties.
3. After the project step-in, the lender or the organization designated by the
lender must fulfill all obligations of the investor or project enterprise according to the
provisions in the project contract and the agreement on the project step-in rights.
Article 43. Transfer of rights and obligations in project contracts
1. The investor has the right to transfer part or all of its rights and obligations in
the project contract to the lender or to another investor after the completion of
construction in the project with construction component, or after shifting to the
operational phase of the project without construction component.
2. Transferring a part or all of the rights and obligations in the project contract
must not adversely affect the objectives, scale, technical specifications or project
implementation schedule, and must satisfy the conditions for investment and
commercial operation as prescribed in the Law on Investment, and other conditions
agreed in the project contract.
3. The transfer agreement as prescribed in Clause 1 above must be made in
writing and signed by the parties of the project contract and the transferee. The lender
shall participate in negotiating the transfer agreement in accordance with the
provisions in the loan agreement.
4. The transferee shall meet the following requirements:
a) Having sufficient financial and managerial capacity to perform project
contracts and other relevant contracts;
b) Committing to continue exercising the rights and obligations of the
transferor according to the provisions of the project contract and other relevant
contracts;
c) Other requirements as agreed upon in project contracts, loan contracts and
other relevant agreements between competent authorities and investors or project
enterprises.
5. In case the transfer of rights and obligations under a project contract
changes the contents of enterprise registration, the project enterprise shall carry out
the procedures for changing the enterprise registration contents according to the
provisions of the Law on Enterprises.
6. For the transfer of rights and obligations of an income-generating
contract, the transferor must fulfill its financial obligations in accordance with the

28
tax law and the project contract T.
Article 44. Amendment of supplement of project contract
The project contract may be amended or supplemented due to a change of scale
[size], or of technical specifications of the facility, or change of the total investment
capital already agreed, or due to a force majeure event, or due to an amendment of the
feasibility study report pursuant to Article 32 of this Decree, or due to other
circumstances as stipulated in the project contract.
Article 45. Term of project contract
1. The term of the project contract shall be as agreed by the parties, consistent
with the sector, size, characteristics and type of project contract.
2. The effectiveness of the project contract shall terminate upon the expiry of
the agreed term or on early termination due to the breach by one of the parties without
taking effective remedial measures, or due to a force majeure event or in other
circumstances stipulated in the project contract.
3. The parties shall reach agreements on the conditions for termination of the
project contract and on processing measures when the project contract is terminated.
Article 46. Applicability of foreign laws
The signing parties may reach agreements on application of foreign laws to
govern the project contracts, and other relevant agreements in accordance with the
regulations of the Civil Code.
Article 47. Project contract performance security
The competent authority and the investor shall make agreements on the form,
amount, and valid term of project contract performance security in accordance with the
law on procurement.

Chapter VII
PROJECT IMPLEMENTATION

Article 48. Contractor selection for project implementation

The investor [and/or] project enterprise shall promulgate the rules on selection
of consultants, contractors for provision of goods and for construction and installation,
and other contractors ensuring the fairness, transparency and economic efficiency for
consistent application during project implementation.
Article 49. Preparation of construction site
1. The Provincial -level People’s Committee is responsible for site clearance
and for completing procedures for land allocation or lease to implement the project in

29
accordance with the Land Law, the project contract, and other related contracts.
2. The competent authority shall co-ordinate with the Provincial -level People’s
Committee to fulfil the responsibilities prescribed in Clause 1 above of this Article.
Article 50. Preparation, appraisal and approval of construction design
1. Except for projects applying BT contracts specified in Chapter V of this
Decree, based on the feasibility study reports and the provisions of project contracts,
investors and project enterprises shall elaborate construction designs and send to the
professional construction agencies in accordance with the Law on Construction for
appraisal prior to approval, and concurrently to the competent authority for
monitoring and supervision. If the changes of technical designs affect the size,
technical specifications and schedule for project implementation, such changes must
be approved in writing by the competent authority.
2. The appraisal of construction designs shall be implemented in accordance
with the Law on Construction.
Article 51. Supervision of project contract implementation
1. The investor [and/or] project enterprise is responsible for the quality of the
works, services of the project;
2. Except for the BT projects prescribed in Clause 2 Article 52 of this Decree,
the investor shall manage and supervise, or hire an independent consultancy
organization to manage and supervise the construction execution, check and
acceptance of various work items and of the whole facility in accordance with the
design [and/or] business plan prescribed in the project contract.
3. The competent authority shall supervise compliance of the investor [and]
project enterprise with their obligations prescribed in the project contract.
4. In necessary cases, the competent authority may hire a qualified consultancy
organization to support in performance of the duties stipulated in Clause 3 of this
Article.
Article 52. Supervision of quality of works
1. Upon supervision of the quality of works transferred to the State after
completion, the State agency has the following responsibilities in addition to the duties
prescribed in Article 51 of this Decree:
a) To inspect the supervision of construction execution in accordance with
requirements of the project contract;
b) To inspect the compliance with the processes, standards and technical
regulations for management & operation of the works in accordance with the project
contract;
c) To organize the quality inspection for sections of the works, items of the

30
works and of the entire works [facility] if there is suspicion about the quality or being
requested by the State administrative agency;
d) To ask the investor to request a contractor to adjust or suspend execution if
the quality of works is not ensured.
2. For projects applying BT contracts, the competent authorities shall take
direct responsibility or assign project management units or project management
boards according to the provisions of Clause 6 Article 8 of this Decree to coordinate
with the investors to supervise the quality of project works under the project
contracts. The contents, scope and responsibilities of supervision shall comply with
the Law on Construction.
3. In a necessary case, the competent authority or project managing unit or
project management board defined in Clause 6, Article 8 of this Decree shall hire a
qualified and experienced consultancy organization to support the performance of
the tasks specified in Clause 2 of this Article.
4. The Ministry of Construction shall provide guidelines for implementation of
this Article.
Article 53. Management and operation of project facility
1. The investor [and] project enterprise shall manage and commercially operate
the project facility or implement other projects in accordance with the conditions
agreed in the project contract.
2. The project enterprise has the following responsibilities during the process of
commercial operation of the facility or provision of services:
a) To supply the products and services, and to perform other obligations in
accordance with the requirements or conditions agreed in the project contract;
b) To ensure the use of the facility in accordance with the conditions prescribed
in the project contract;
c) To provide the equal treatments to all users of products and services
supplied by the project enterprise; and not to exercise the right to conduct commercial
operation of the facility to refuse to provide services to any users;
d) To conduct the periodical maintenance and repairs, and to ensure that the
facility operates safely in accordance with the design or process undertaken in the
project contract.
Article 54. Charges and fees for goods and services and other fees
collectible
1. Charges and fees and other fees collectible, and the conditions and
procedures for adjusting agreed in the project contracts shall be based on the principles
of harmonizing the interests of the investor, project enterprise, users and the State, and
of facilitating the investor to recover investment capital and generate profit.

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 2. Any agreements adjusting charges and fees for goods and services and other
fees collectible under the State’s administration must comply with the law on fees and
charges and with the conditions prescribed in the project contract.
3. For the adjustments of charges and fees for goods and services and other fees
collectible (if any), the project enterprise (or the investor in case no project enterprise
established) must provide thirty (30) days prior notice to the users of goods and
services.
Article 55. Support in collecting service fees
The investor, [and] project enterprise shall be supported in collection of the fees
and charges for services and other fees collectible in accordance with the project
contract.
Article 56. Supervision and assessment of investment and financial
transparency
1. Projects shall be supervised and assessed in accordance with the law on
supervision and assessment of investment and in accordance with the agreements in
the project contract.
2. The investor [and] project enterprise must publish financial statements and
audit reports in accordance with the law and in accordance with the agreements in the
project contract.

Chapter VIII
ACCOUNT FINALIZATION AND TRANSFER OF PROJECT FACILITY

Article 57. Account finalization of project facility

1. From the completion date of construction, the investor must conduct account
finalization of investment capital in construction of the project facility in accordance
with the following deadlines:
a) Project of national importance, group A: 09 months;
b) Projects of group B: 06 months;
c) Projects of group C: 03 months.
2. The competent authority shall reach agreements with the investor on the
selection of an independent, competent and experienced auditor to audit the value of
investment capital in construction of the project facility.
3. For BT projects, the competent authority shall conduct account finalization
procedures for the construction investment capital in accordance with the
regulations on account finalization for State-funded projects.

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 4. After the account finalization for the project construction, the ministry,
branch Provincial -level People’s Committee shall send the report to the Ministry of
Finance for consolidation and monitoring.
5. The Ministry of Finance shall provide guidance for the implementation of
this Article.
Article 58. Transfer of project facility
1. In case a project contract contains a provision on transfer [handover] of the
project facility, the competent authority and the investor shall make agreements in the
project contract on the conditions and procedures for such transfer.
2. The transfer of a project facility shall be implemented in accordance with the
following conditions and procedures:
a) Within one (01) year before the date of transfer or within such other period as
agreed in the project contract, the investor [and] project enterprise shall publish a
notice about the transfer of the project facility, and about the procedures and deadline
for liquidation of the contract and for repayment of debts;
b) The competent authority shall arrange verification of the quality, value and
status of the project facility in accordance with provisions in the project agreements,
and shall prepare a list of assets to be handed over, shall identify losses and damages
(if any), and shall require the project enterprise to undertake repairs and/or to maintain
the facility;
c) The investor [and] project enterprise must guarantee the assets to be handed
over were not used to guarantee the discharge of any financial or other obligation of
the investor or project enterprise arising prior to the time of the transfer, unless
otherwise stipulated in the project contract;
d) The project enterprise is responsible for transferring technology, and
is responsible for training, and provision of periodical maintenance and general
overhaul to ensure the technical conditions for normal operation of the facility in
conformity with the requirements stipulated in the project contract;
dd) The competent authority shall, in accordance with its functions and
authority, organize management and operation of the facility after the handover.

Chapter IX
INVESTMENT INCENTIVES AND GUARANTEES

Article 59. Investment incentives

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 1. The investor [and] project enterprise is entitled to enjoy corporate income tax
incentives as stipulated in the law on corporate income tax.
2. The goods imported for the project implementation are entitled to incentives
stipulated in the law on import and export duty.
3. The investor [and] project enterprise is exempt from or are entitled to a
reduction of land use fees for the area of land allocated by the State, or are exempt
from or entitled to a reduction of land rent for the duration of project implementation
consistent with the Land Law.
4. The investor [and] project enterprise is entitled to other incentives stipulated
by law.
Article 60. Taxes applicable to the contractors participating in project
implementation
The contractors participating in project implementation shall pay taxes and are
entitled to tax incentives in accordance with the law.
Article 61. Guarantee for obligations of the investor, project enterprise and
other enterprises
Based on the nature and requirements of project implementation, the Prime
Minister shall appoint an agency to act on behalf of the Government to provide a
guarantee on provision of raw materials, on consumption [sale] of products and
services, and on other contractual obligations to the investor, project enterprise or
other enterprises participating in project implementation, and a guarantee for
performance by the State owned enterprises for the obligation to sell fuel and raw
materials to, and to purchase products and services from the investor [and] project
enterprise.
Article 62. Mortgage of assets and business (commercial operation) rights
of the project facility
1. The investor [and/or] project enterprise is permitted to mortgage assets, land
use rights and the right to commercially operate the project facility with the lender in
accordance with the Land Law and the Civil Codes. The term of a mortgage must not
exceed the term of the project contract, unless the project contract stipulates otherwise.
2. The agreement to mortgage assets or the rights to commercially operate the
project facility must be made in writing and signed by the lender and the contract
signing parties.
3. The mortgage of assets or of the rights to commercially operate the project
facility must not adversely affect the objectives, scale, technical specifications, project
implementation schedule or other conditions already agreed in the project contract.

Article 63. Guarantee for the enforcement of land use right

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 The land use purposes of the project are guaranteed [ensured] not to be changed
for the entire duration of project contract implementation, even if the lender exercises
its step-in right pursuant to Article 42 of this Decree.
Article 64. Foreign currency balance sheet
1. The investor [and] project enterprise is permitted to purchase foreign
currency from credit institutions authorized to conduct foreign exchange activities to
meet the requirements of current transactions, capital transactions and other
transactions or to remit overseas capital, profits and proceeds from investment
liquidation in accordance with the Law on Foreign Exchange Control;
2. Based on the socio-economic developmental orientation, the policy on
foreign exchange control, the ability to balance the foreign currency in each period,
and the objective and nature of a project, the ministries, branches, Provincial -level
People’s Committees shall make proposals to the Prime Minister for making decisions
on ensuring the foreign currency balance for the projects under the investment decision
of the National Assembly, Prime Minister, and other important infrastructure
development investment projects.
Article 65. Guarantee for the provisions of public services
1. The investor [and] project enterprise is permitted to use land, roads and other
ancillary works to implement the project in accordance with law.
2. If public services are scarce or if public facilities are limited to certain users,
then the investor [and] project enterprise shall be given priority to provision of
services or shall be granted priority right to use the public facilities to implement the
project.
3. The competent authority is responsible to support [assist] the investor [and]
project enterprise to complete the necessary procedures to obtain priority use of public
services and public facilities.
Article 66. Guarantee for ownership of assets
1. The legitimate assets of the investor shall not be nationalized or confiscated
by administrative measures.
2. In a case of [actual] compulsory purchase or requisition of assets for national
security and defense reasons, or for the national interest, or for an emergency case, or
for disaster prevention, the investor shall be paid [or] compensated in accordance with
the law on investment, the law on compulsory purchase and requisition of assets, and
in accordance with the conditions agreed in the project contract.
Article 67. Dispute resolution
1. The dispute between the competent authority and an investor or project
enterprise and any dispute between a project enterprise and other economic
organizations participating in project implementation shall first be resolved by

35
negotiation and conciliation. If the dispute is unable to be resolved by negotiation and
conciliation, the parties may refer the dispute for resolution to a Vietnamese arbitration
organization or court in accordance with the law of Vietnam, except for the cases
prescribed in Cause 2 and 3 of this Article.
2. The dispute between the competent authority and a foreign investor or project
enterprise established by a foreign investor in accordance with Article 42 of this
Decree during the process of implementation of the project contract and guarantee
contracts prescribed in Article 61 of this Decree shall be resolved by Vietnamese
arbitration or court or by an arbitration tribunal agreed by the involved parties.
3. The dispute between a project enterprise and a foreign individual or
organization, or between [a project enterprise] and a Vietnamese economic
organization, and the dispute between investors shall be resolved in accordance with
the provisions of the Law on Investment.
4. The disputes to be settled by arbitration in accordance with the provisions in
a project contract or in related contracts are deemed to be commercial disputes.
Foreign arbitral awards shall be recognized and enforced in accordance with the law
on recognition and enforcement of foreign arbitral awards

Chapter X
STATE ADMINISTRATION RESPONSIBILITIES FOR
INVESTMENTS IN PPP FORM

Article 68. Responsibilities of Ministry of Planning and Investment

1. To assist the Government to uniformly administer investment activities in the
PPP form nationwide.
2. To preside over the coordination in providing guidance on necessary
contents to ensure the enforcement of this Decree and on other issues within the
scope of its authority as prescribed in this Decree.
3. To appraise other types of similar project contracts proposed by ministries,
branches and Provincial -level People’s Committees, and submit to the Prime Minister
for making decision.
4. To preside over the coordination with the Ministry of Finance to appraise the
fund sources and the availability of fund for the State investment in projects
according to its authority; consolidate the investment capital plans for the State
investment in PPP projects and for the medium- term and annual State investment
plans.
5. To provide comments on the issues within its mandate and functions as
requested by ministries, branches and Provincial -level People’s Committees.

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 6. To preside over the coordination with ministries, branches and Provincial -
level People’s Committees to evaluate and propose application of other forms of
investment guarantee not yet prescribed in this Decree.
7. To preside over the coordination with ministries, branches and Provincial -
level People’s Committees in supervising, inspecting, consolidating and assessing the
status of project implementation nationwide.
8. To formulate and manage a national information system and database on PPP
investment.
9. To organize training and capacity building for PPP investment.
10. To perform other duties and exercise other powers stipulated by the law.
Article 69. Responsibilities of the Ministry of Finance
1. To preside over the coordination with relevant ministries and branches to
provide guidance on the use of fund for investment preparation and project
implementation of the ministries, branches and Provincial -level People’s Committees;
the management mechanism and use of capital in support of investment
preparation; the value of public assets involved in the PPP projects; performs the
parts of the State participating in the PPP; to guide the regime on implementation of
investment projects in the PPP form; to guide the financial plans of projects,
accounting finalization of project facilities and other issues within the scope of its
authority as prescribed in this Decree.
2. To guide the formulation of plans for capital disbursement to investors
using the sources for recurrent expenses and revenues from public service delivery.
3. To provide opinions on measures being investment incentives and investment
guarantees for projects.
4. To provide opinions on the matters within its functions and authority when
requested by a ministry, branch or Provincial -level People’s Committee.
5. To perform other duties and exercise other powers stipulated by law.
Article 70. Responsibilities of the Ministry of Justice
1. To provide legal opinions on project contracts, on Government guarantee
documents and on other documents relevant to projects signed by State agencies in
accordance with the law on provision of legal opinions.
2. To participate in negotiations for matters related to applicable laws, dispute
resolutions, Government guarantees and other legal issues of project contracts and
related contracts upon requests of a ministry, branch or Provincial -level People’s
Committee.
3. To perform other duties and exercise other powers stipulated by law.
Article 71. Responsibilities of the State Bank of Vietnam

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 1. To coordinate with ministries, branches and Provincial -level People’s
Committees in seeking the Prime Minister’s decision on ensuring adequate availability
of foreign currency to meet the demands.
2. To provide opinions on the issues within the scope of its functions and
authority at the request of a ministry, branch or Provincial -level People’s Committee.
3. To perform other duties and exercise other powers stipulated by law.
Article 72. Responsibilities of the Ministry of Construction
1. To guide implementation of the provisions on quality control and supervision
of project facilities and on the level of operational costs of PMUs.
2. To provide opinions on the issues within the scope of its functions and
authority at the request of a ministry, branch or Provincial -level People’s Committee.
3. To perform other duties and exercise other powers stipulated by law.
Article 73. Responsibilities of other ministries and branches
1. To exercise the State administration for PPP investments within the scope of
their respective authority.
2. To preside over the coordination with the Ministry of Finance to
promulgate the profit framework for PPP projects in its scope of authority.
3. To formulate, disclose and implement projects within their scope of
management
4. To ensure the compliance with the provisions of law on the contents of the
approved feasibility study reports and the signed project contracts; To bear legal
responsibilities for the contents of the signed project contracts.
5. To preside over the enforcement of the stipulations in this Decree.
6. To provide opinions on the issues within the scope of their authority and
competence at requests of ministries, branches, Provincial -level People’s Committees.
7. To collate and assess the status of project implementation within the
managerial scope of the branch.
8. To seek for the Prime Minister’s consideration and decision on
implementation of other investment guarantee forms, mechanisms to extract private
investment in provision of public services in public service agencies not yet prescribed
in this Decree.
9. To perform other duties and exercise other powers stipulated by law.
Article 74. Responsibilities of Provincial -level People’s Committees
1. To exercise the State administration of PPP investments within their
localities in accordance with decentralization of authority stipulated by the
Government.

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 2. To formulate and disclose and implement the projects within their localities.
3. To ensure the compliance with the provisions of law on the contents of the
approved feasibility study reports and the signed project contracts; To bear legal
responsibilities for the contents of signed project contracts.
4. To provide opinions on the issues within the scope of their functions and
authorities at the requests of ministries, branches, and other Provincial -level People’s
Committees.
5. To collate and assess the status of project implementation within the
managerial scope of the locality.
6. To preside over coordination with the competent authority to arrange site
clearance for project implementation.
7. To seek for the Prime Minister’s consideration and decision on
implementation of other forms of investment security not yet prescribed in this Decree.
8. To perform other duties and exercise other powers stipulated by law.

Chapter XI
ENFORCEMENT PROVISIONS

Article 75. Effectiveness

1. This Decree shall come into effect on the date of ... 2018.
2. This Decree shall replace the Decree No. 15/2015/ND-CP dated February
14, 2015 of the Government on PPP investment forms.
3. To annul the provisions on investment policies and investment decisions of
PPP projects in Articles 10, 17, 19, 24 and 33 of the Government's Decree No.
136/2015 / ND-CP dated December 25, 2015 on the implementation of some articles
of the Law on Public Investment.
Article 76. Transitional provision
1. The project for which the competent levels have approved the investment
policy (in a separate document or in the decision on approval for the plan/planning),
approval for project proposals, approval for the use of the State's investment capital
before the effective date of this Decree shall not be subject to conduct the investment
policy decision making process in accordance with the provisions of this Decree.
2. The feasibility study reports approved prior to the effective date of this
Decree are not required to be re-approved in accordance with this Decree.
3. In case the investor selection result of the project has been approved or the
investment agreement has been signed before the effective date of this Decree but

39
the procedures for granting investment registration certificates have not been
completed, the project shall not be subject to the enforcement of this Decree. The
parties shall negotiate and sign contracts in accordance with the provisions of this
Decree.
4. If the initial project contract or the investment agreement signed before the
effective date of this Decree, it is not required to conduct renegotiation.
5. The projects which have been granted investment registration certificates
before the effective date of this Decree may continue the implementation according
to the contents prescribed in the investment registration certificates. In cases where
the projects need to be adjusted, the parties shall adjust the project contracts in
accordance with the provisions of this Decree and relevant laws without having to
carry out the procedures for modifying the investment registration certificates. If the
adjusted project contract has different contents from the investment registration
certificate already granted before the effective date of this Decree, the parties of the
project contract shall implement the adjusted contract and bear legal responsibilities
for such adjustments
6. The project contract officially signed prior to the effective date of this Decree
shall be continuing to be implemented in accordance with the original provision of
project contract.
7. The projects for which a written acceptance or agreement was made by the
Prime Minister or by a ministry, branch or Provincial -level People’s Committee on
the use of State investment capital for project implementation, on investment
incentives and guarantees, and on other matters relevant to project implementation
prior to the effective date of this Decree shall continue to be implemented in
accordance with such written document.
8. Other cases shall be implemented in accordance with a decision of the Prime
Minister based on the proposal from the Ministry of Planning and Investment.
Article 77. Organization of implementation
The ministers, heads of ministerial equivalent agencies and Government
agencies, and chairmen of Provincial -level People’s Committees are responsible,
within the scope of their respective duties and powers, for provision of guidance and
enforcement of this Decree, and sending reports to the Prime Minister for due
consideration and decision at the arising of new contents not yet specifically
stipulated in this Decree./.

Recipients: On behalf of the Government

- Secretariat of the Party Central Committee; Prime Minister
- The Prime Minister, Deputy Prime Ministers;

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- Ministries, ministerial-level agencies, Government Nguyen Xuan Phuc
agencies;
- Provincial -level People's Councils and People's
Committees of provinces;
- Central Office and Party’s Committees;
- Office of the General Secretary;
- Office of the President;
- Ethnic Council and Committees of the National
Assembly;
- National Assembly Office;
- Supreme People's Court;
- Supreme People's Procuratorate;
- State Audit;
- National Financial Supervisory Commission;
- Vietnam Bank for Social Policies;
- Vietnam Development Bank;
- The Central Committee of the Vietnam Fatherland
Front;
- Central bodies of mass organizations;
- Government Office: Chairperson, Vice
Chairpersons, General Director of E-portal,
- Departments, subordinate units, Official Gazette;
- Filed: archive, KTN (3b)

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