THE MINISTRY OF THE SOCIALIST REPUBLIC OF VIETNAM

TRANSPORT Independence - Freedom - Happiness

No. 86/2015/TT-BGTVT Hanoi, December 31, 2015

CIRCULAR
Detailing investment fields and contents of feasibility study reports of
investment projects in the form of public-private partnership in the
transport sector

Pursuant to Construction Law No. 50/2014/QH13 of June 18, 2014;

Pursuant to Investment Law No. 67/2014/QH13 of November 26, 2014;
Pursuant to the Government’s Decree No. 15/2015/ND-CP of February 14,
2015, on investment in the form of public-private partnership;
Pursuant to the Government’s Decree No. 107/2012/ND-CP of December
20, 2012, defining the functions, tasks, powers and organizational structure of
the Ministry of Transport;
At the proposal of the Director - Head of the Investment Management
Board for Public-Private Partnership Projects,
The Minister of Transport promulgates the Circular detailing investment
fields and contents of feasibility study reports of investment projects in the form
of public-private partnership in the transport sector.
Chapter 1
GENERAL PROVISIONS
Article 1. Scope of regulation
This Circular details investment fields and contents of feasibility study
reports of investment projects in the form of public-private partnership in the
transport sector.
Article 2. Subjects of application
This Circular applies to agencies, organizations and individuals involved in
the implementation of investment projects in the form of public-private
partnership (below referred to as the PPP form) in the transport sector.
Article 3. General provisions on feasibility study reports
1. A feasibility study report of an investment project in the PPP form must
comprise the principal contents prescribed in Clause 1, Article 25 of Decree No.
15/2015/ND-CP of February 14, 2015, on investment in the form of public-
private partnership (below referred to as Decree No. 15/2015/ND-CP), and
contents prescribed in this Circular.

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 2. For projects having construction components, a feasibility study report
must contain a base design prescribed in Clause 1, Article 54 of Construction
Law No. 50/2014/QH13.
3. Based on objectives, nature and specific conditions of each project,
related parties may agree on contents other than required conditions but
compliant with Decree No. 15/2015/ND-CP, this Circular and relevant
regulations.
4. Other project contents and financial plan of a feasibility study report of
an investment project in the PPP form implemented under a build-transfer
contract must comply with Decree No. 15/2015/ND-CP and relevant regulations.
Chapter 2
INVESTMENT FIELDS
Article 4. Investment in construction of transport infrastructure facilities
Projects on construction and renovation of transport infrastructure facilities
include:
1. Roads
a/ Road facilities: roads, bridges, tunnels, ferry landings;
b/ Car terminals, parking lots, stopovers.
2. Railways
a/ Railways, railway bridges, railway tunnels, railway stations;
b/ System of railway signs.
3. Inland waterways: navigable channels; ship locks; ports, inland wharves.
4. Maritime: piers, warehouses, storing yards, seaport navigable channels.
5. Aviation
a/ Airports, airfields;
b/ Air terminals; cargo warehouses and storing yards; car parks.
6. Other projects on construction and renovation of transport infrastructure
facilities specified in Clause 1, Article 4 of Decree No. 15/2015/ND-CP shall be
implemented under specific decisions of the Minister of Transport.
Article 5. Operation and use of transport infrastructure facilities
1. Projects on operation, commercial operation and management of
transport infrastructure facilities.
2. Projects on provision of equipment and public services in the transport
sector.
Chapter 3
CONTENTS OF FEASIBILITY STUDY REPORTS

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 Article 6. Grounds for making feasibility study reports
1. Legal documents serving as grounds for making feasibility study reports.
2. Decisions approving sectoral or regional development master plans and
plans and local socio-economic development plans relevant to projects;
competent authorities’ decisions and documents on formulation, appraisal and
approval of project proposals, and other relevant legal documents.
3. Documents of reference in the course of study and making of feasibility
study reports.
Article 7. Necessity and objectives of investment
1. General context of the socio-economic development of the country and
the locality where the work or project is located; general assessment of the
transport development relating to the project; impacts on the project
implementation.
2. Analysis of the necessity of project investment, social demand and
satisfaction by the work of the travel and passenger and cargo transportation
demands, specifically:
a/ Demand satisfaction level of the work before and after the project
investment is made; potential and benefits brought about by the project which
serve as a basis for determination of demand, time and size of project
investment;
b/ The demand for use of works and services of the project which must be
analyzed and forecast in a scientific manner, with forecast results based on the
distribution of demands for all modes of transportation in the whole network (if
any); input data, grounds and calculation results in different scenarios shall be
presented in detail (the detailed dossier of demand forecast shall be enclosed
with the feasibility study report);
c/ Details of the actual state of the work and issues to be solved in the
project; related works and projects; analysis of impacts of other projects on the
implementation of the project and vice versa in the project area.
3. Objectives of investment in the project include:
a/ General objectives: benefits brought about by the project for the national
and local socio-economic development; contributions of the project to the
achievement of the general objectives of the transport sector and the whole
country;
b/ Specific objectives: specific and quantifiable targets (in terms of
quantity, quality and time); explanation of issues which are addressed, number
of subjects satisfied with services provided by the project, and other specific
objectives.
Article 8. Advantages of investment in projects in the PPP form

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 1. To explain the advantages of investment in projects in the PPP form
(including study to change the form of investment in projects funded with public
investment capital sources), clearly analyzing the advantages of capital source,
capital retrieval, economic efficiency and possibility of risk transfer among
related parties.
2. To fully present the limitations of investment in projects in the PPP form
compared to other forms of investment, including capacity of project
implementation management of related parties; complexity of the elaboration
and implementation of project contract terms and clauses.
3. For projects proposed by investors, feasibility study reports must clearly
analyze the advantages of capital sources, capital allocation capacity of
investors; management capacity and experience of investors; capital retrieval,
investment efficiency and risk tolerance.
Article 9. Conformity of projects with development master plans and plans
1. To explain the conformity of projects with local, regional and national
transport development master plans and plans and local socio-economic
development plans; level of conformity with approved master plans in case of
investment phasing or limitation on technical standards.
2. To explain the suitability of projects with the investment fields specified
in Articles 4 and 5 of this Circular; for projects not in the specified investment
fields, approval decisions of competent state agencies are required.
3. To explain the satisfaction by projects of the conditions prescribed at
Points c, d and dd, Clause 1, Article 15 of Decree No. 15/2015/ND-CP.
4. When necessary to limit technical standards or phase out investment in
order to reduce the complexity of projects, increase the feasibility and
attractiveness of projects, to make detailed explanations based on the size of the
projects and general plans on project implementation in order to analyze
difficulties in the project implementation.
Article 10. Project size, implementation location and demand for use of
natural resources
1. Scientific bases for determining investment size, technical grade of
project works suitable to the use demand and regulations and standards
promulgated by competent authorities; project investment phases and limitations
on technical standards (if any).
2. Project implementation location: project location and scope (starting
point, ending point and control points); main landmarks on the project
implementation location.
3. Land use demand: the scope (boundary) of land use for project ground
allocation; total land area occupied by the project (temporary occupation,
permanent occupation), classification of land plots according to current land use

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purposes for use as a basis for determining compensations and ground clearance
plans.
4. Natural resource use demand based on collection of data and assessment
of natural resources in the project location; usability of natural resources as
construction materials (reserves and quality) and feasibility of natural resource
exploitation.
Article 11. Natural conditions in construction sites and actual state of
works
1. Natural conditions: To present in detail natural conditions in construction
sites, and assess impacts of natural conditions on the construction of works or
projects based on collected data.
2. To assess actual state of works based on the technical criteria upon
making project investment; specific state of works and level of satisfaction of
the operation requirements; usability of (the whole or part) of existing works.
3. To assess the actual state of works and valuate remaining assets of
transport infrastructure facilities under current regulations for projects
implemented under operate-manage (O&M) contracts.
Article 12. Explanation of techniques, technologies and major solutions
1. To clearly explain the list of principal technical regulations and standards
applicable to the project, and principal technical specifications.
2. To present construction locations, directions, list, sizes, types and grades
of works suitable to the scope of investment, technical standards and grades of
project works; necessity to limit technical factors (if any); technical analysis of
investment phasing (if any).
3. To explain in detail investment contents, major technical solutions,
technological and technical plans and equipment selected for each work item
(paying attention to the usability of and connection with existing works);
architectural solutions, site plan, cross-sections and elevations of works, and
dimensions of main structures of construction works, especially for work items
or projects with new scientific and technological applications and modern
technological lines. When applying new technical, technological and material
solutions, to explain and clarify the possibility of satisfaction of requirements of
the national technical regulations and relevant regulations.
4. A feasibility study report must include calculation sheets for main load-
bearing structures or application of new structures; econo-technical calculations
and comparisons in the selection of technical plans and design solutions to select
the optimal plan.
5. Explanations about related technical infrastructure facilities; plan on
connection of technical infrastructure facilities inside and outside works;
solutions to ensure fire and explosion prevention and fighting, traffic safety,
environmental sanitation and occupational safety.
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 Article 13. Project schedule and project contract implementation duration
1. To present a general plan on project implementation (scheduling the
project implementation), specifying time of commencing and time of completing
main jobs of the project, including making of the feasibility study report,
approval of project investment, bidding for investor selection, signing of the
project contract, construction stage, operation stage, time limit for transfer, and
other time limits (if any). The plan must suit the reality to ensure the progress of
project implementation.
2. For projects having construction components: to make a general
construction schedule o based on the construction volume, topographic and
geological conditions and weather characteristics of the project location so as to
determine the project implementation duration, calculate costs and allocate
investment capital.
3. Project commercial operation duration is determined from the date
project works are commissioned or handed over from the management agency
(for projects implemented under O&M contracts) to the date of expiration of the
project commercial operation duration according to the financial plan. This
duration must be counted in days.
Article 14. Ground clearance and resettlement
1. Ground clearance and resettlement plan must conform to the land use
demand prescribed in Clause 3, Article 10 of this Circular, comply with state
regulations on land recovery, compensation, resettlement support and other
current regulations, including:
a/ Scope of ground clearance in different cases;
b/ Plan on performance of ground clearance, payment of compensations
and provision of resettlement support (clearly differentiating dispersed
resettlement from concentrated resettlement). For concentrated resettlement, to
determine the location and construction size of the resettlement area, and
expenses for covering resettlement cost differences (if any);
c/ Funds for implementation: tentative plan on payment of compensations
in conformity with the implementation plan to serve as a basis for making the
capital plan and determining loan interests;
d/ Assessment of impacts of the ground clearance and resettlement and
recommendation of solutions to mitigate these impacts; in case of necessity,
surveys and community consultation shall be conducted to make an appropriate
implementation plan.
2. General plan on ground clearance and resettlement shall be approved in
writing by a local competent authority (provincial-level People’s Committee or
an authorized agency) of the locality where the project is located.
3. Contents of plans on ground clearance and resettlement must comply
with the Government’s Decree No. 47/2014/ND-CP of May 15, 2014, on
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payment of compensations, provision of support and resettlement, and other
relevant regulations.
Article 15. Total investment level, total investment capital and financial
plans
1. Total investment level shall be fully determined, ensuring its accuracy in
compliance with the law on management of construction costs and Decree No.
15/2015/ND-CP, and calculating and clarifying the following:
a/ The minimum equity, loans and the State’s investment capital in the
implementation of the project (if any);
b/ Contingency and loan interest expenses to be paid in the course of
construction which shall be determined on the basis of disbursement progress in
conformity with the protect implementation progress (cash flow in the project
implementation shall be determined).
2. The total investment capital shall be fully determined, ensuring its
accuracy in compliance with Decree No. 15/2015/ND-CP and other relevant
regulations, and calculating and clarifying the following:
a/ The minimum equity and loans;
b/ The basis for, and necessity of, calculating expenses related to initial
working capital for the project operation.
3. A financial plan must present at least the following:
a/ Sufficient bases for identifying parameters of the project financial model;
and on that basis, to calculate and assess the financial feasibility and loan-
borrowing ability of the project and determine the duration of capital retrieval
and profit generation;
b/ Detailed explanation of expenses in the financial model: the total
investment capital of the project enclosed with the project financial plan (the
plan to mobilize capital for the project), expected interest rate, loan-borrowing
conditions and other expenses;
c/ Project revenues: details about prices and charge rates expected to be
applied according to the type of the project contract, common prices and charge
rates and current regulations, and at the same time based on demand analysis
and forecast results prescribed at Point b, Clause 2, Article 7 of this Circular to
explain and produce in detail different scenarios on project revenues (at the
fundamental, minimum and maximum levels);
d/ To analyze sensitivity appropriate to input factors of the financial model
(including analysis in case optimal and minimal financial plans are available);
dd/ To analyze in detail output parameters of the financial model to ensure
the ability to get loans of the project, at least including: loan to equity ratio; debt
service coverage ratio (DSCR); net profit to minimum equity ratio or equity

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internal rate of return; financial internal rate of return (FIRR); financial net
present value (FNPV) and time of capital recovery.
4. In case a project requires the State’s investment capital to increase its
feasibility, to base on the financial model and results of analysis of the financial
model of the project to explain in detail the contents related to the State’s
investment capital for implementation of such project, including:
a/ The necessity to have the State’s investment capital for implementation
of the project;
b/ Determination of the maximum value and capital allocation ability;
disbursement method, plan and schedule of the investor;
c/ Such requirements on the State’s investment capital for project
implementation as different plans and selected plan, value, proposed
instruments, and disbursement and payment mechanisms;
d/ For investment projects in the form of PPP implemented under build-
transfer-lease or build-lease-transfer contracts: the State’s investment capital
portion which shall be paid to service-providing investors and the annual capital
allocation ability.
Article 16. Selection of project contract types
1. Bases for considering the suitability of project contract type which are
determined in approved project proposals or for selecting other types of project
contract.
2. To analyze strengths and weaknesses of the selected project contract
type, from the aspect of division of risks and other factors related to the
feasibility of the project implementation.
3. To clearly identify the responsibility of competent state agencies,
investors and project enterprises for project implementation (covering
engineering, construction, operation and capital allocation).
Article 17. Investment capital, plans and feasibility of capital mobilization
1. Detailed information about project investment capital sources and
specific assignment of capital plans for different capital sources (including
equity, loans and the State’s support capital) as appropriate to the schedule of
project implementation.
2. The assessment of feasibility of the capital mobilization for project
implementation; the demand and payment capacity of the market and interest of
investors and lenders in the project.
Article 18. Management on project implementation and operation and
maintenance of construction works

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 1. The state competent agencies’ capacity and organizational structure to
manage project implementation in each particular stage of project
implementation since the making and appraisal of feasibility study reports.
2. Based on the characteristics and specific conditions of each project, to
elaborate the Key Performance Indicators (KPI) of transport infrastructure
facilities in the course of operation and use to serve as a basis for parties to
conduct the project monitoring. Based on specific characteristics of the project,
to identify contents that need to be monitored during the project implementation
and requirement on meeting such contents so as to identify KPIs related to the
project; for each indicator, to clearly state the basis for measuring, units
providing information for assessment of such indicator, and the order of
monitoring.
3. The management, operation and maintenance of construction works must
comply with the Government’s Decree No. 46/2015/ND-CP of May 12, 2015,
on quality management and maintenance of construction works; Decree No.
11/2010/ND-CP of February 24, 2010, prescribing the management and
protection of road infrastructure facilities; and Decree No. 100/2013/ND-CP of
September 3, 2013, amending and supplementing a number of articles of Decree
No. 11/2010/ND-CP of February 24, 2010; and other relevant regulations.
Article 19. Analysis of project risks and proposals on investment incentives
and assurance
1. To determine major risks of the project and assess impacts on the project
in cases where risks occur in order to propose the optimal division of risks to
competent state agencies and investors, and at the same time propose measures
to minimize risks and responsibility of parties for risks management during the
project implementation. These contents shall be tabulated to sum up the project
risks, including:
a/ To systematically identify such major risks of the project as legal risks;
social risks; environmental risks; engineering, construction and production risks;
risks in work construction and completion costs; financial risks; macroeconomic
risks; market demand risks; operational risks; contract termination risks and
other risks (if any);
b/ To describe major risks of the project and at the same time analyze the
possibility of such risks as well as their influence on the project (in terms of
cost, implementation progress, design change and capital allocation, etc.); to
assess financial impacts on the project in case risks occur, and in case of
necessity, to experiment different plans in the financial model to assess such
impacts;
c/ Based on specific technical, economic and financial conditions of the
project, the financial analysis results must assess impacts of risks on the project
as well as costs and advantages of measures to minimize risks. A feasibility
study report must clarify the expected division of risks and responsibility of

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parties to manage risks during the project implementation; and propose specific
supports of competent state agencies and mechanism of risk sharing between
competent state agencies and investors.
2. Based on the assessment of project risks and current financial market
developments in the country and the world, to explain in detail proposals on the
Government’s investment incentives and investment guarantee and assurance
forms specified in Chapter IX of Decree No. 15/2015/ND-CP, and
accompanying requirements as well as necessary contingency obligations during
the project implementation.
3. To explain in detail handling plans in case the actual revenues of the
project are much different from estimated revenues, and forecasts for shortening
the duration of capital retrieval through charge collection.
Article 20. Socio-economic efficiency and impacts of projects
1. To generally determine the cost and benefit factors of the project
(including benefit factors that can and cannot be quantified). On that basis, to
analyze socio-economic benefits of the project, including: qualitative assessment
on major impacts of the project that cannot be quantified or can be quantified
but cannot be presented in the monetary form and clearly quantify impacts that
can be monetarily quantified; calculation, quantification and analysis of users’
benefits in the case of project presence (covering charge payment) and the case
of project absence, and assessment of socio-economic benefit indicators of the
project. Calculation results must at least bring out the following parameters:
a/ Economic net present value (ENPV);
b/ Economic internal rate of return (EIRR);
c/ Economic benefit to cost ratio (EBCR).
2. Environmental impacts of the project: The feasibility study report must
include an environmental impact assessment report made, appraised and
approved in accordance with the law on environment.
3. Social impacts of the project: The feasibility study report must explain
factors that exert impacts on the society in the course of project implementation,
such as resettlement support, gender equality, labor, etc., in compliance with
current regulations.
4. Other impacts: The feasibility study report must explain factors that exert
impacts on national defense and security and other impacts (if any) of the
project in the course of implementation.
Article 21. Conclusions and recommendations
1. In the section of conclusions, to briefly present the principal contents of
the project’s feasibility study report, at least including:
a/ Project name; name of the competent state agency; name of the project-
preparing unit or proposing investor;
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 b/ Project implementation location and land use area (if any);
c/ Size of project and principal technical standards;
d/ Total investment capital and level (clarification of the State’s support
capital, if any);
dd/ Type of project contract and time of project contract (expected schedule
of project implementation and operation and use duration);
e/ Financial targets of the project (input and output parameters);
g/ Other contents.
2. In the section of recommendations, to make recommendations and
proposals (if any).
Article 22. Other contents
In addition to the above contents, a feasibility study report must include
contents prescribed by law and related technical regulations and standards.
Chapter IV
ORGANIZATION OF IMPLEMENTATION
Article 23. Effect
This Circular takes effect on February 15, 2016.
Article 24. Organization of implementation
1. The Director of the Office, the Chief Inspector, directors, the General
Director of the Directorate for Roads of Vietnam and directors of project
management units of the Ministry of Transport, heads of related agencies and
units, and related individuals shall implement this Circular.
2. Heads of agencies and units shall organize the implementation of this
Circular and propose types of investment projects in the PPP form suitable to
their operations.
3. Any problems arising in the course of implementation should be reported
to the Ministry of Transport for timely guidance.-
Minister of Transport
DINH LA THANG

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