Decree No. 243/2025/ND-CP on elaboration of Law on Public – Private Partnership Investment

 

DECREE

ELABORATION OF LAW ON PUBLIC – PRIVATE PARTNERSHIP INVESTMENT

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

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

Pursuant to the Law providing amendments to the Law on Planning, Law on Investment, Law on Public-Private Partnership Investment, and Law on Bidding No. 57/2024/QH15;

Pursuant to the Law providing amendments to Law on Bidding, Law on Public-Private Partnership Investment, Law on Customs, Law on Value-added Tax, Law on Export and Import Duties, Law on Investment, Law on Public Investment, and Law on Management and Use of Public Property No. 90/2025/QH15;

At the request of the Minister of Finance of Vietnam;

The Government of Vietnam promulgates a Decree elaborating the Law on Public – Private Partnership Investment.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

1. This Decree elaborates some Articles of the Law on Public – Private Partnership Investment (hereinafter referred to as “PPP Law”), including:

a) Clause 5 Article 5 regarding competent authorities and authorities signing PPP contracts;

b) Clause 8 Article 11 regarding PPP project process;

c) Clause 2 Article 13 regarding procedures for making decisions on investment policies for PPP projects; Clause 3 Article 18 regarding procedures for modification of investment policies for PPP projects;

d) Clause 3 Article 21 regarding determination of authority to approve PPP projects; Clause 3 Article 24 regarding procedures for modification of PPP projects;

dd) Clause 2 Article 26 regarding procedures for preparation of investor-proposed PPP projects;

e) Clause 6 Article 28 regarding investor selection procedures; clause 3 Article 36 regarding handling of investor selection situations; clause 3 Article 39 regarding direct appointment of investor; clause 3 Article 40 regarding investor selection in special circumstances; clause 4 Article 42 regarding methods and standards for evaluation of bids;

g) Clause 2 Article 47 regarding PPP project contracts; clause 6 Article 48 regarding ratio of value of the contract performance security; clause 7 Article 52 regarding termination of PPP project contracts;

h) Clause 3 Article 61 regarding documentation requirements and time limit for certification of completion of infrastructure works and systems; clause 3 Article 67 regarding procedures for transfer of infrastructure works and systems;

i) Point a clause 1 and clause 2 Article 95 regarding settlement of petitions arising from investor selection activities; clause 5 Article 98 regarding handling of violations arising from PPP investments;

k) Clause 7 Article 101 regarding transition clause.

2. Application of this Decree and relevant Decrees:

a) Contents relating financial management mechanisms for PPP projects; mechanisms for payment and settlement of Build – Transfer (BT) projects; implementation procedures, evaluation methods and criteria, and mechanisms for execution of BT projects; implementation procedures, incentives, investment guarantee for PPP projects in the field of science and technology; mechanisms for handling of revenue reductions of BOT road projects, payment conditions and principles for determination of compensations and costs associated with early termination of BOT road projects which occurs during the commercial operation stage shall comply with relevant Government’s Decrees regarding execution of PPP projects, provided that the contracts for such projects have been signed before the effective date of the PPP Law;

b) If none of the Decrees specified in point a of this clause provides provisions on execution of PPP projects, provisions of this Decree shall apply.

Article 2. Regulated entities

This Decree applies to authorities, organizations and individuals that participate in or are involved in PPP investments.

Article 3. Public disclosure of information on PPP investments

1. Responsibility to publish information on Vietnam National E-Procurement System (VNEPS):

a) Competent authorities shall organize publishing of the information prescribed in point a clause 1 Article 9 of the PPP Law, and information on surveys on interests of investors and lenders (if any);

b) Procuring entities shall publish the information prescribed in point b clause 1 Article 9 of the PPP Law, and information on changes in the bid closing time (if any);

c) Contracting authorities shall publish the information prescribed in points c, d, dd clause 1 Article 9 of the PPP Law;

d) Regarding the information prescribed in point e clause 1 Article 9 of the PPP Law, the Ministry of Finance of Vietnam shall publish the relevant documents promulgated by the National Assembly, the Standing Committee of the National Assembly, the Government, the Prime Minister, Ministers or heads of ministerial agencies; provincial-level Departments of Finance shall publish the relevant documents promulgated by provincial-level People’s Councils, provincial-level People’s Committees or Chairpersons of provincial-level People’s Committees;

dd) Investors shall publish and update their capacity and experience information in the investor database as prescribed in point g clause 1 Article 9 of the PPP Law;

e) Authorities in charge of settling complaints and denunciations shall provide information on decisions on complaint and denunciation settlement as prescribed in point h clause 1 Article 9 of the PPP Law for competent authorities for publishing. Information to be published shall comply with regulations of law on complaints and denunciations;

g) Authorities in charge of handling petitions and violations shall publish results of settlement of petitions arising during the investor selection, and decisions on imposition of penalties for violations against regulations on PPP investments as prescribed in point h clause 1 Article 9 of the PPP Law.

2. Time limits for publishing information on VNEPS:

a) Regarding investment policy decisions (if any), decisions on adjustment of investment policies (if any), project approval decisions, decisions on approval for modification of project (if any), competent authorities shall organize publishing of these decisions before initiating the investor selection process;

b) Regarding the invitation to bid prescribed in point b clause 1 Article 9 of the PPP Law, procuring entities shall, on the basis of the project implementation schedule, determine the time for publishing it on VNEPS;

c) Regarding investor selection results prescribed in point b clause 1 Article 9 of the PPP Law, procuring entities shall publish such results no later than 10 days from the date on which the document containing such results is issued;

d) Regarding the information prescribed in points a, c, d and dd clause 1 Article 9 of the PPP Law, competent authorities/contracting authorities shall publish such information no later than 10 days from the date on which the document containing such information is issued.

3. Public disclosure of the information classified as state secrete shall comply with in accordance with regulations of law on protection of state secrets.

4. In case of international bidding, the invitation to bid and information on changes in the bid closing time (if any) as prescribed in point b clause 1 Article 9 of the PPP Law must be published in both Vietnamese and English on VNEPS and the websites of relevant Ministries, central-government authorities, other authorities, and provincial-level People’s Committees.

Article 4. Reporting on PPP investments

1. Based on investment evaluation and supervision reports prepared by investors/PPP project enterprises, contracting authorities shall prepare and submit consolidated reports on performance of PPP project contracts to relevant Ministries, central-government authorities, other authorities, and provincial-level People’s Committees in accordance with the Government’s regulations on investment evaluation and supervision.

2. Before March 31 of the year following an annual reporting period, Ministries, central-government authorities, other authorities, and provincial-level People’s Committees shall prepare and submit reports on PPP investments to the Ministry of Finance of Vietnam that shall then prepare and submit a consolidated report thereon to the Prime Minister.

3. Contents of the reports prescribed in clause 2 of this Article shall comply with the Government’s regulations on investment evaluation and supervision. Regarding the projects applying direct appointment of investor or investor selection in special circumstances, such a report must include information on the implementation status of each project; evaluation of efficiency, quality and progress of implementation according to the decision on approval of investor selection results and the project contract.

4. The reports prescribed in clause 2 of this Article may be submitted either in person or online via the Investment Evaluation and Supervision Information System.

Article 5. Costs of procedures during implementation of PPP projects

1. PPP project preparation costs include costs of preparation of pre-feasibility study report, investment policy proposal report, feasibility study report, construction investment technical-economic report; costs of appraisal tasks performed by appraisal units; costs of hiring verification consultants; costs associated with investor selection; costs of signing contract; other costs of PPP project preparation unit or the authority/unit receiving the investor’s dossiers.

2. Costs associated with investor selection include amounts received from selling of bidding documents; costs of preparation and appraisal of bidding documents; costs of evaluation of bids, capacity profile and draft contract of the investor proposing the project; costs of appraisal of investor selection results; costs of hiring consultants for investor selection.

3. Costs of hiring consultants to verify pre-feasibility study report, investment policy proposal report, feasibility study report, construction investment technical-economic report:

a) Verification cost norms shall be subject to specialized laws. Where such specialized laws do not provide for such norms, these costs shall be determined on the basis of prepared cost estimates;

b) Cost norms or estimated costs of verification of a pre-feasibility study report/investment policy proposal report shall be same as those of a feasibility study report as prescribed by law;

c) Verification costs shall be paid by the PPP project preparation unit or the agency in charge of receiving the project proposal (in case of an investor-proposed project) according to terms and conditions of the verification consultancy contract.

4. Costs of appraisal of pre-feasibility study report, investment policy proposal report, feasibility study report, construction investment technical-economic report:

a) Appraisal costs include costs of convening meetings, supplies, site surveys (if any), and other costs of ensuring performance of appraisal tasks; they do not include such verification costs specified in clause 3 of this Article;

b) Appraisal costs are equal to 20% of the cost norm or estimated costs of verification and covered using public investment capital, funding for recurrent expenditures, and other lawful funding sources. Where no verification consultant is employed, the appraisal costs shall be determined on the basis of prepared cost estimates;

c) For a project using BT contract without payment requirements, costs of appraisal of the feasibility study report and the draft contract are covered using funding for recurrent expenditures of the unit in charge of appraising the project.

5. Regarding domestic investor selection, the selling price (inclusive of taxes) of a set of bidding documents shall not exceed VND 20.000.000. Regarding international investor selection, the selling price (inclusive of taxes) of a set of bidding documents shall not exceed VND 30.000.000.

6. Costs of preparation and appraisal of bidding documents; evaluation of bids; appraisal of investor selection results:

a) Costs of preparation of bidding documents shall be equal to 0,05% of total investment of the project, but not less than VND 10.000.000 and not more than VND 200.000.000;

b) Costs of appraisal of each content of the bidding documents and investor selection results shall be equal to 0,02% of total investment of the project, but not less than VND 10.000.000 and not more than VND 100.000.000;

c) Costs of evaluation of bids shall be equal to 0,03% of total investment of the project, but not less than VND 10.000.000 and not more than VND 200.000.000.

7. For projects that have similar contents, fall under jurisdiction of the same competent authority/contracting authority and are executed by the same the procuring entity, or projects for which the investor selection must be re-organized, costs of preparation and appraisal of the bidding documents shall not exceed 50% of the amounts actually paid for such cost items as prescribed in clause 6 of this Article.

8. Provisions on the costs in clauses 6 and 7 of this Article shall apply to the cases where such tasks are directly performed by the competent authority, contracting authority or procuring entity. Where consultants are hired to perform such tasks specified in clauses 6 and 7 of this Article, costs shall be determined on the basis of scope of tasks, implementation period, capacity and experience of consultants, salary norms of experts as prescribed, and other factors. In case regulations on salaries of experts are not available, the salaries of experts shall be determined on the basis of statistical reports on experience and salaries/remunerations paid to experts engaged in similar projects.

9. Costs associated with the investor selection on VNEPS shall be determined according to corresponding provisions of the Government’s Decree elaborating some articles of and introducing measures for implementation of the Law on Bidding regarding contractor selection. Bid submission costs, costs incurred by the successful investor and costs of connection to the bid security function on VNEPS shall be paid according to the roadmap for application of online investor selection specified in clause 1 Article 36 of this Decree.

10. The costs in clauses 6, 7, 8 and 9 of this Article shall be included in the total investment of the project as prescribed in clause 1 Article 73 of the PPP Law.

11. Costs of settlement of petitions made by investors against results of selection of investors executing PPP projects:

a) In case an investor’s petition against the investor selection result is considered by a competent authority, the investor filing the petition shall pay the required petition settlement fee to the standing unit of the Advisory Board in charge of settling petitions (hereinafter referred to as “Advisory Board”). If a petition which is pending adjudication is withdrawn, 50% of the fee paid shall be returned to the investor, provided that the Advisory has yet to be established or has been established but has not yet convened its meeting. Otherwise, if the Advisory Board has convened its meeting, the fee paid by the investor will be forfeited. Where the fee is not returned to the investor, the standing unit of the Advisory Board shall transfer the remaining fee amount to state budget within 07 working days from the day on which the petition is withdrawn.

b) The standing unit of the Advisory Board shall prepare a detailed estimate of costs of settlement of each petition, and submit it to the Advisory Board’s Chairperson for approval, provided that total estimated cost shall not exceed the fee paid by the investor as prescribed in point a of this clause;

c) The Advisory Board’s Chairperson shall decide the predetermined costs, under the approved cost estimate, of tasks performed by members of the Advisory Board, the standing unit of the Advisory Board and other costs associated with the petition settlement. Remunerations of the Advisory Board’s members who are civil servants or public employees shall be paid in accordance with regulations of law.

d) The standing unit of the Advisory Board shall provide funding for covering costs incurred during the petition settlement according to the cost estimate approved by the Advisory Board’s Chairperson;

dd) Upon completion of the petition settlement, the Advisory Board’s Chairperson shall consider confirming the total amount of costs actually incurred. The standing unit of the Advisory Board shall return any positive difference between total amount of costs actually incurred and the fee paid by the investor filing the petition to the investor within 07 days from the day on which the Advisory Board’s Chairperson gives confirmation of total amount of costs actually incurred.

e) If it is concluded that the contents of the petition are true, the petition settlement report must clearly indicate that the petition settlement fee will be returned to the investor filing such a petition. The standing unit of the Advisory Board shall request the procuring entity in writing to return an amount equal to the fee paid by the investor minus the amount which has been returned to the investor by the standing unit of the Advisory Board as prescribed in point dd clause 6 of this Article (if any) to the investor;

g) Where the investor’s petition is concluded to be true by the competent authority, the funding for making return to the investor shall be derived from the estimated funding for recurrent expenditures of the procuring entity that is an administrative unit or public service unit, or from the funding for covering business expenses of the procuring entity that is not an administrative unit or public service unit;

h) The organizations and/or individuals at fault as defined in the petition settlement decision issued by the competent authority shall pay compensation to the procuring entity in accordance with regulations of law.

12. The selected investor shall be responsible for reimbursing the project preparation costs as prescribed in Clause 2 Article 73 of the PPP Law to the state budget or other source of lawful funding which has been used for covering project preparation costs. Regarding an investor-proposed project, if the investor proposing the project is not selected, the selected investor shall reimburse the former for the following costs before entering into a PPP project: costs of preparation of the pre-feasibility study report, investment policy proposal report, feasibility study report, and construction investment technical-economic report.

13. Management and use of revenues, and payment of costs as prescribed in clauses 5, 6, 7 and 8 of this Article shall comply with guidelines given by the Ministry of Finance of Vietnam.

Article 6. Determination of competent authorities and contracting authorities

1. Competent authorities are those specified in clause 1 Article 5 of the PPP Law. Determination of the competent authority in cases where a project falls under the management of multiple competent authorities as prescribed in clause 3 Article 5 of the PPP Law shall be subject to the following provisions:

a) If a PPP project falls under the management of Ministries, central government authorities, other authorities and provincial-level People’s Committee, the supervisory ministry shall discharge the responsibilities of the competent authority or reach an agreement with the provincial-level People’s Committee to designate the provincial-level People’s Committee to act as the competent authority;

b) If a PPP project is located in two or more provincial-level administrative divisions or there are changes in competent authorities in charge of these administrative divisions, the provincial-level People’s Committees in charge of these administrative divisions shall reach an agreement on designation of a local authority to act as the competent authority. In case of disagreement, the supervisory ministry shall be consulted about designation of a local authority to act as the competent authority;

c) If a PPP project specified in clause 2 of this Article is located in two or more commune-level administrative divisions, the provincial-level People’s Committee shall assign its affiliated agency, organization or unit, or the commune-level People’s Committee, to act as the competent authority;

d) If there is a change of the competent authority of a PPP project falling under the management of Ministries, central government authorities, other authorities and provincial-level People’s Committee, the supervisory ministry shall discharge the responsibilities of the competent authority or reach an agreement with the provincial-level People’s Committee to designate the provincial-level People’s Committee to act as the competent authority.

2. Agencies, organizations, and units of or affiliated to ministries, central-government authorities, other authorities, or provincial-level People’s Committees; commune-level People’s Committees; and public service units under the management of provincial-level People’s Committees shall act as competent authorities of the following projects:

a) PPP projects with total investment equivalent to that of group-B or group-C projects as prescribed by the Law on Public Investment;

b) PPP projects using O&M contracts;

c) Projects other than those specified at points a and b of this clause, as designated by Ministers, heads of central-government authorities, heads of other authorities, or Chairpersons of provincial-level People’s Committees.

3. Authorities signing PPP contracts include:

a) Competent authorities specified in clause 1 Article 5 of the PPP Law;

b) Agencies, organizations or units delegated as competent authorities as prescribed in clause 2 of this Article;

c) Agencies or units assigned by competent authorities to sign contracts as prescribed in clause 1 Article 5 of the PPP Law.

4. Agencies, organizations, and units delegated as competent authorities as prescribed in clause 2 of this Article or assigned to act as contracting authorities as prescribed in clause 3 of this Article must have the status of juridical person, and have their own seals and accounts in accordance with regulations of law.

Chapter II

PPP PROJECT PREPARATION

Section 1. MAKING DECISIONS ON INVESTMENT POLICIES FOR PPP PROJECTS

Article 7. Procedures for making decisions on investment policies for PPP projects

1. Documentation requirements, procedures, and contents of appraisal of pre-feasibility study reports of PPP projects subject to investment policy decisions issued by the National Assembly shall comply with the Government’s regulations on procedures for appraisal of projects of national significance.

2. Procedures for making decisions on investment policies for PPP projects on construction of nuclear power plants:

a) The PPP preparation unit shall prepare the pre-feasibility study report as a basis for the relevant Ministry, central government authority, other authority or provincial-level People’s Committee to submit it to the Prime Minister;

b) The Prime Minister shall establish a State Appraisal Board or assign an agency to take charge of appraising the pre-feasibility study report in accordance with the Law on Public Investment;

c) The State Appraisal Board or the agency in charge of appraising the pre-feasibility study report shall prepare and submit an appraisal report to the Prime Minister to seek his decision;

d) The Prime Minister shall consider issuing an investment policy decision.

3. Procedures for making decisions on investment policies for PPP projects falling under the jurisdiction of Ministers, heads of central-government authorities or other authorities, provincial-level People’s Councils or provincial-level People’s Committees:

a) The PPP project preparation unit shall prepare and submit an investment policy proposal report to the Minister, head of the central government authority or other authority, or the provincial-level People’s Committee to seek their decision;

b) The Minister, head of the central-government authority or other authority, or Chairperson of the provincial-level People’s Committee shall assign its affiliated unit to take charge of appraising the investment policy proposal report;

c) The appraisal unit shall prepare and send the appraisal report to the PPP project preparation unit;

d) The PPP project preparation unit shall prepare a complete package of required documents and submit it to the Minister, head of the central-government authority or other authority, or the provincial-level People’s Committee;

dd) The Minister, or head of the central-government authority or other authority, shall consider issuing a decision on investment policy for the project falling under their jurisdiction as prescribed in clause 3 Article 12 of the PPP Law;

e) The provincial-level People’s Committee shall request the provincial-level People’s Council to consider issuing a decision on investment policy for the project falling under the jurisdiction of local government as prescribed in clause 4 Article 12 of the PPP Law or shall consider issuing a decision on investment policy for the project falling under the jurisdiction of local government as prescribed in clause 5 Article 12 of the PPP Law.

4. In case of the projects specified in clause 3 Article 11 of the PPP Law where procedures for making investment policy decision must be carried out to form the basis for making decisions on policies for repurposing of paddy land in accordance with regulations of the Land Law, making decisions on policies for repurposing of forest land in accordance with regulations of the Law on Forestry, and following other procedures in accordance with relevant law provisions, preparation and appraisal of investment policy proposal reports, and making of investment policy decisions shall be subject to provisions of clause 3 of this Article.

5. If a PPP project falls under the jurisdiction of multiple competent authorities and is subject to the requirement concerning use of state capital, the relevant provincial-level People’s Committees shall be required to subject reports to provincial-level People’s Councils before reaching an agreement on designation of a local authority to act as the competent authority of the project as prescribed in Clause 1 Article 6 of this Decree. Where costs of site clearance, site clearance compensation, support, resettlement, and support for construction of temporary works are covered with funding derived from relevant local government budgets, the relevant provincial-level People’s Committees shall reach an agreement and submit reports to provincial-level People’s Councils on the division of the project into component projects on site clearance, site clearance compensation, support, resettlement, and support for construction of temporary works each of which shall be implemented by each local government in accordance with regulations of Law on Public Investment.

Article 8. Preparation of pre-feasibility study reports, investment policy proposal reports

1. Bases for preparation of pre-feasibility study report/investment policy proposal report:

a) Relevant socio-economic development plans and plannings in accordance with regulations of law on planning, which have already obtained decisions or approval from competent authorities;

b) Provisions of the PPP Law, this Decree and other regulations of laws related to the project’s field of investment;

c) Other relevant legislative documents.

2. Projects to be executed in areas facing socio-economic difficulties or extreme socio-economic difficulties as prescribed in point b clause 2a Article 69 of the PPP Law shall be determined on the basis of the list of areas eligible for investment incentives in accordance with regulations of Law on Investment.

3. The amount of state capital participating in a PPP road project falling into the case specified in clause 2 of this Article may exceed 50% but shall not exceed 70% of the project’s preliminarily estimated total investment if all of the following conditions are satisfied:

a) The project is executed in at least one area facing socio-economic difficulties or extreme socio-economic difficulties;

b) An amount of state capital higher than 50% of the project’s preliminarily estimated total investment is required because of traffic volume, planned prices and fees of public products and services, expected revenue, capital recovery period, investor’s profit, or other matters in the financial plan that make the project financially infeasible.

4. Use of public assets for implementation of PPP projects shall be subject to regulations of law on management and use of public assets, and valuation of such public assets is not required. The authority to make decisions on use of public assets for implementation of PPP projects shall be determined according to regulations of law on management and use of public assets.

Article 9. Contents of pre-feasibility study reports, investment policy proposal reports

1. A pre-feasibility study report shall include the following basic subject matters:

a) Necessity of investment; benefits obtained from PPP investment approach in comparison to other investment approaches; preliminary environmental impact assessment which is carried out in accordance with regulations of law on environmental protection in the same manner as a public investment project;

b) Objectives; scale and location of the project; schedule and progress for construction of infrastructure works/systems; demands for land and other resources (if any);

c) Preliminary design plan, as prescribed in the construction law (for a project with construction components), other relevant laws (for a project without construction components); preliminary explanatory notes to technical and technological plan; preliminary division of the project into component projects (if any);

d) Preliminary description of the project’s socio-economic efficiency; impacts of the PPP project on communities and residents within the project area;

dd) Preliminarily estimated total investment; preliminary financial plan; proposal for use of state capital invested in the project (if any); proposed application of the method of payment to the investor;

e) Proposed type of PPP project contract, term of the project contract; mechanisms for sharing of revenue reduction (if any).

2. Regarding the projects for which only investment policy proposal report is required, such a report shall include the contents specified in points a, b, dd and e clause 1 of this Article.

3. Project preparation units shall organize the preparation of pre-feasibility study reports and investment policy proposal reports using Form No. 01 and Form No. 02 in Appendix I enclosed herewith, and shall assume responsibility for the contents of their submitted documents.

4. Regarding public investment projects under public investment plans that are considered for conversion into PPP projects, PPP project preparation units shall finalize pre-feasibility study reports/investment policy proposal reports on the basis of updating, correcting and adjusting the pre-feasibility study reports/investment policy proposal reports of such public investment projects already approved by competent authorities.

Article 10. Appraisal and verification tasks

1. The State Appraisal Board in charge of appraising PPP projects shall conduct appraisal of pre-feasibility study reports for PPP projects of national significance subject to investment policy decisions issued by the National Assembly, and PPP projects on construction of nuclear power plants. Establishment, organization, operation, responsibilities, and powers of the State Appraisal Board shall comply with the Government’s regulations on procedures for appraisal of projects of national significance.

2. For PPP projects other than those specified in clause 1 of this Article, the competent authorities shall assign their affiliated agencies/units to conduct appraisal of investment policy proposal reports, feasibility study reports, and construction investment technical-economic reports (hereinafter referred to as “appraisal units”).

Based on the scale, nature, and complexity of each project, the competent authority may decide to establish an Appraisal Board (where necessary). Establishment, organization, operation, responsibilities, powers and expenses of the Appraisal Board shall be same as those of the State Appraisal Board in accordance with the Government’s regulations on procedures for appraisal of projects of national significance.

3. Verification consultant refers to a domestic or foreign organization or individual or a joint venture which is formed by domestic and foreign partners (hereinafter referred to as “verification consultant”) hired to perform one or several task(s) of appraisal of projects of national significance, where necessary. Verification consultants shall assume responsibility for their verification results and recommendations.

4. Selection of verification consultant shall comply with regulations of the Law on Bidding. The head of the competent authority shall play the role of a competent person while the appraisal unit shall act as an employer.

5. A verification consultancy contract shall be signed by and between the following parties:

a) The appraisal unit;

b) The PPP project preparation unit or the agency in charge of receiving the project proposal (in case of an investor-proposed project) as prescribed in point b clause 2 Article 26 of this Decree;

c) The selected verification consultant.

Article 11. Subject matters of appraisal of pre-feasibility study reports, investment policy proposal reports

1. An appraisal of a pre-feasibility study report/investment policy proposal report shall include the following basic matters:

a) The project’s satisfaction of eligibility requirements for PPP investment set out in clause 1 Article 14 of the PPP Law;

b) The bases for preparation of the pre-feasibility study report/investment policy proposal report set out in clause 1 Article 8 of this Decree;

c) Revenue reduction sharing mechanism;

d) Funding sources and capital balancing capability for the PPP project using state capital as prescribed in clauses 2 and 3 of this Article.

2. Appraisal of funding sources and capital balancing capability in respect of the portion of public investment capital invested in the PPP project shall include the following basic matters:

a) Purpose of such portion of capital;

b) Planned capital disbursement schedule under the annual plan;

c) Funding sources and capability of balancing capital in total state budget-derived public investment capital under the medium-term public investment plan of the current period allocated by competent authorities to Ministries, central government authorities, and local governments, and other lawful funding sources decided by competent authorities in respect of the capital amount to be disbursed in the current period; limits for appraising and evaluating funding sources and capability of balancing public investment capital in respect of the capital amount to be disbursed under the medium-term public investment plan of the following period as prescribed by the Law on Public Investment;

d) Capital amount to be disbursed according to the contract schedule to make payment to the investor/PPP project enterprise in case the project applies BTL or BLT contract and is to be implemented in more than 02 consecutive terms of the medium-term public investment plan.

3. Regarding a PPP project funded by legitimate revenues of a public service unit, the appraisal unit shall evaluate the contents specified in points and b clause 2 of this Article on the basis of such revenues earned by the public service unit.

4. Regarding public investment projects under public investment plans that are considered for conversion into PPP projects, if the contents approved by competent authorities under decisions for investment policies for such public investment projects remain unchanged, re-appraisal thereof is not required.

5. Appraisal units shall organize the preparation of reports on appraisal of pre-feasibility study reports/investment policy proposal reports using Form No. 03 in Appendix I enclosed herewith, and shall assume responsibility for their appraisal conclusions and recommendations.

Article 12. Documentation requirements and time limits for appraisal of pre-feasibility study reports, investment policy proposal reports

1. A package of documents required for appraisal of pre-feasibility study report/investment policy proposal report includes:

a) A written request for appraisal;

b) A draft application form for investment policy decision;

c) The pre-feasibility study report or investment policy proposal report;

d) Other legislative documents related to the project.

2. The PPP project preparation unit shall send 01 package of required documents as prescribed in clause 1 of this Article to the appraisal unit either in person or online.

3. The time limit for appraisal of pre-feasibility study report/investment policy proposal report for a PPP project is counted from the date on which the State Appraisal Board or appraisal unit receives an adequate and valid package of documents prescribed in clause 1 of this Article or from the date of receipt of a verification report, in case a verification consultant is employed, and shall:

a) For a project falling under the Prime Minister’s delegated authority to issue investment policy decision: not exceed 14 days;

b) For a project falling under the authority to issue investment policy decision delegated to a Minister, head of central-government authority or other authority, provincial-level People’s Council or provincial-level People’s Committee: not exceed 10 days;

c) Where the project requires acceleration in implementation progress, the State Appraisal Board or appraisal unit shall decide an appropriate appraisal time limit.

Article 13. Documentation requirements and time limits for issuing decisions on investment policies for PPP projects

1. An application package for issuance of decision on investment policy for a PPP project includes:

a) An application form for investment policy decision;

b) A draft investment policy decision;

c) The pre-feasibility study report or investment policy proposal report;

d) A report on appraisal of pre-feasibility study report/investment policy proposal report;

dd) Other legislative documents related to the project.

2. The time limit for issuing an investment policy decision is counted from the date of receipt of an adequate and valid application package as prescribed in clause 1 of this Article, and shall:

a) For a project falling under the Prime Minister’s delegated authority to issue investment policy decision: not exceed 05 working days;

b) For a project falling under the authority to issue investment policy decision delegated to a Minister, head of central-government authority or other authority, or provincial-level People’s Council: not exceed 03 working days;

c) For a project falling under the authority to issue investment policy decision delegated to a provincial People’s Committee: not exceed 02 working days.

Article 14. Contents of investment policy decision for PPP project

1. An investment policy decision shall include the following basic contents:

a) Project’s name;

b) Competent authority’s name;

c) Objectives; proposed scale, location and schedule for construction of infrastructure works/systems, term of the project contract; demands for land and other resources (if any);

d) Proposed PPP project contract type;

dd) Preliminarily estimated total investment; structure of funds invested in the project, expected bracket of prices and fees of public products and services with respect to a project applying the user-pays principle;

e) Revenue reduction sharing mechanism (if any).

2. A decision on investment policy for a PPP project shall be issued using Form No. 04 in Appendix I enclosed herewith.

3. For a PPP project using public investment capital, based on an investment policy decision issued by a competent authority, the amount of public investment capital invested in the project shall be included in the medium-term public investment plan.

Article 15. Procedures and documentation requirements for modification of investment policies for PPP projects

1. Procedures for modification of investment policies for PPP projects:

a) Modification of investment policies for PPP projects falling under the National Assembly’s jurisdiction shall comply with clause 1 Article 13 of the PPP Law;

b) Modification of investment policies for PPP projects falling under the Prime Minister’s jurisdiction shall comply with clause 2 Article 7 of this Decree;

c) Modification of investment policies for PPP projects falling under the jurisdiction of Ministers, heads of central-government authorities or other authorities, provincial-level People’s Councils or provincial-level People’s Committees shall comply with clause 3 Article 7 of this Decree in respect of modified contents.

2. A package of documents required for modification of an investment policy includes:

a) A request form for modification of investment policy;

b) Modifications to the pre-feasibility study report/investment policy proposal report;

c) Report on appraisal or verification of modifications to the pre-feasibility study report/investment policy proposal report;

d) Other legislative documents related to the project.

Article 16. PPP projects with works requiring architectural proposal tests

1. In case a PPP project has works requiring an architectural proposal test as prescribed by the Law on Architecture:

a) The pre-feasibility study report/investment policy proposal report or feasibility study report (for a project which is not subject to investment policy decision requirement) must include description of the legal grounds, necessity and method of the test, and other contents relating to the organization of the architectural proposal test as the basis for issuing an investment policy decision and project approval;

b) Costs of the architectural proposal test shall be determined in accordance with current regulations applicable to state budget-funded projects and according to guidelines given by the Ministry of Construction of Vietnam, and included in total investment of the project. In case of an investor-proposed project, the investor shall be responsible for covering such costs of the architectural proposal test which shall be then included in the project’s total investment, if the project is selected.

2. After an investment policy decision or project approval decision is issued, the competent authority shall organize the architectural proposal test in accordance with regulations of Law on Architecture.

Section 2. APPROVAL OF PPP PROJECTS

Article 17. Authority and procedures for approving PPP projects

1. Approval of PPP projects falls under the jurisdiction of heads of competent authorities, including:

a) Ministers, heads of central-government authorities or other authorities, and Chairpersons of provincial-level People’s Committees shall consider approving PPP projects prescribed in clauses 1 and 2 Article 21 of the PPP Law;

b) Heads of the agencies, organizations or units mentioned in clause 2 Article 6 of this Decree shall consider approving the PPP projects in which they act as competent authorities.

2. Procedures for approving a PPP project:

a) The PPP project preparation unit shall prepare a feasibility study report/ construction investment economic-technical report as the basis for submitting it to the competent authority to seek its decision;

b) The appraisal unit shall organize appraisal of the feasibility study report, and send an appraisal report to the PPP project preparation unit;

c) The PPP project preparation unit shall finalize and submit a package of required documents to the head of the competent authority;

d) The head of the competent authority shall consider giving approval for the project.

Article 18. Preparation of feasibility study reports for PPP projects, construction investment economic-technical reports

1. Regarding a project which is not subject to investment policy decision requirement, the PPP project preparation unit shall prepare a feasibility study report/construction investment economic-technical report which includes the contents specified in Article 19 of this Decree.

2. Regarding a project which is subject to investment policy decision requirement, the PPP project preparation unit shall prepare a feasibility study report/construction investment economic-technical report which includes the contents specified in Article 19 of this Decree on the basis of:

a) Updating, reviewing and revising contents of the pre-feasibility study report/ investment policy proposal report, if they are changed;

b) Preparing such a report during the appraisal and approval of the investment policy, provided that the project approval is granted on the basis of the investment policy decision.

3. PPP project preparation units shall organize assessment of environmental impacts of the projects subject to environmental impact assessment requirements or follow procedures for application for environmental license as prescribed in the Law on Environmental Protection. The selected investor or PPP project enterprise shall not be required to carry out assessment of environmental impacts during performance of the PPP project contract.

4. Regarding the management and use of public investment capital invested in a PPP project as prescribed in point a clause 5 Article 70 of the PPP Law, the works/work items of sub-projects of the PPP project shall be determined according to corresponding regulations on determination of works/work items of a package laid down in laws on construction and bidding. During the construction of infrastructure works/systems, selection of qualified contractors for performing tasks of the sub-projects shall comply with regulations on investor selection adopted by the investor/project enterprise (if any) as prescribed in Article 58 of the PPP Law.

Article 19. Contents of feasibility study reports, construction investment economic-technical reports for PPP projects

1. Unless otherwise prescribed in clause 2 of this Article, a feasibility study report shall include the following basic subject matters:

a) Necessity of investment; benefits obtained from PPP investment approach in comparison to other investment approaches; results of response to opinions on the impacts of the PPP project given by the People’s Council, People’s Committee, Vietnam Fatherland Front of the province where the project is executed, and investment-related trade associations (for a project applying the user-pays principle);

b) Conformity of the project to the relevant socio-economic development plans and plannings in accordance with regulations of law on planning, which have already obtained decisions or approval from competent authorities;

c) Objectives; scale; location; demands for land and other resources (if any);

d) Progress; schedule for construction of infrastructure works/systems, term of the project contract;

dd) Explanatory notes to technical and technological plan, quality standards of infrastructure works/systems or public products and services; design dossier as prescribed in the law on construction and other relevant laws; connection between component projects (if any); plan for management and trading or provision of public products and services;

e) Type of PPP project contract; risk analysis and measures for managing risks posed by the project; forms of investment incentives and guarantee, revenue reduction sharing mechanism which must clearly indicate sources for covering costs incurred, including central- and local-government budget’s reserves, and other lawful funding sources (if any);

g) Total investment; financial plan of the project; proposed state capital invested in the project, and corresponding management and use method (if any); capability to raise capital for the project; results of surveys on interests of investors and lenders (if any);

h) Socio-economic efficiency of the project.

2. For a project applying O&M contract, the feasibility study report shall include the following basic subject matters:

a) Necessity of implementing the project; benefits obtained from application of O&M contract in comparison to other investment approaches;

b) Objectives; location; assessment of actual conditions of existing infrastructure works/systems, and their machinery and equipment;

c) Explanatory notes to the requirements concerning the plan for management and commercial operation of infrastructure works/systems; requirements concerning quality of public products and services;

d) Information on the project contract, including: contract term, risk analysis and measures for managing risks posed by the project; forms of investment incentives and guarantee;

dd) Total investment; financial plan of the project; capability to raise capital for the project;

e) Socio-economic efficiency of the project.

3. For a PPP project using high technologies as prescribed by the law on high technology or using new technologies as prescribed by the law on technology transfer, inclusion of the content specified in point dd clause 1 of this Article in feasibility study report/construction investment economic-technical report which is prepared by the competent authority of the project is not required.

4. Regarding a PPP project for which only construction investment economic-technical report is required, the construction investment economic-technical report shall include the contents prescribed in the law on construction and those in points a, e, g and h clause 1 of this Article.

5. Project preparation units shall organize the preparation of feasibility study reports and construction investment economic-technical reports for PPP projects using Form No. 01 and Form No. 02 in Appendix II enclosed herewith, and shall assume responsibility for the contents of their submitted documents.

Article 20. Surveys on interests of investors in PPP projects

1. PPP projects applying direct appointment of investor as prescribed in clause 1 Article 39 of the PPP Law or applying investor selection in special circumstances as prescribed in clause 1 Article 40 of the PPP Law, and those projects using BT contract without payment requirements shall not be subject to the investor interest survey procedures specified in clauses 2 and 3 of this Article.

2. During the preparation of the feasibility study report for a PPP project which falls under the authority to issue investment policy decision of the National Assembly or the Prime Minister, or is classified as group-A PPP project, and does not fall into the cases of domestic investor selection as prescribed in points a, b, and c clause 3 Article 31 of the PPP Law, the competent authority shall decide to conduct a survey on interests of investors and lenders according to the following procedures:

a) The competent authority shall publish a notice of survey in both English and Vietnam on VNEPS, and websites (if any) of relevant Ministries, central-government authorities, other authorities, and provincial-level People’s Committees;

b) Investors interested in the project shall submit their applications for project execution on VNEPS. Within the time limit for submission of registration of interests, the competent authority may hold conference to introduce the project and exchange matters relating to the project with investors;

c) From the day on which the notice of survey is published on VNEPS as prescribed in point b of this clause, the time limit for investors and lenders (if any) to submit their registration of interests shall be the same as that specified in the notice of survey, but must not be less than 10 days.

3. Based on survey results, the competent authority shall decide to adopt one of the following investor selection methods:

a) If there is at least 01 registration of interests submitted by the investor that is duly established under the law of a foreign country, the international competitive bidding method shall apply;

b) If there are only registration of interests forms submitted by the investors that are duly established under Vietnamese law, the domestic competitive bidding method shall apply.

Article 21. Documentation requirements and time limits for appraisal of feasibility study reports, construction investment economic-technical reports for PPP projects

1. A package of documents required for appraisal of feasibility study report/ construction investment economic-technical report includes:

a) A written request for appraisal;

b) A draft application form for approval of the project;

c) The feasibility study report/construction investment economic-technical report;

d) The investment policy decision (if any);

dd) Other legislative documents related to the project.

2. The PPP project preparation unit shall send 01 package of required documents as prescribed in clause 1 of this Article to the appraisal unit either in person or online.

3. The time limit for appraisal of feasibility study report/construction investment economic-technical report for a PPP project is counted from the date on which the appraisal unit receives an adequate and valid package of documents prescribed in clause 1 of this Article or from the date of receipt of a verification report, in case a verification consultant is employed, and shall:

a) For a project for which a decision on investment policy has been issued: not exceed 10 days;

b) For a project which is not subject to investment policy decision requirement: not exceed 15 days, unless a project does not fall into the case specified in point c of this clause;

c) For a project prescribed in clause 4 Article 11 of the PPP Law: not exceed 20 days;

d) Where the project requires acceleration in implementation progress, the appraisal unit shall decide an appropriate appraisal time limit.

Article 22. Subject matters of appraisal of feasibility study reports, construction investment economic-technical reports for PPP projects

1. An appraisal of feasibility study report/construction investment economic-technical report shall include the following basic matters:

a) Legal grounds and necessity of investment;

b) Satisfaction of requirements concerning technical and technological plan, quality standards of infrastructure works/systems or public products and services. The appraisal of matters related to design, technical and technological documents and quality standards shall comply with regulations of law on construction and other relevant laws;

c) Type of PPP project contract;

d) Financial feasibility; plan for management and trading or provision of public products and services;

dd) Socio-economic efficiency.

2. In case procedures for making investment policy decision for a project have been completed, re-appraisal of the contents in points a, b, c and dd clause 1 Article 19 of this Decree which are found same as those of the pre-feasibility study report/investment policy proposal report is not required.

3. Appraisal units shall organize the preparation of reports on appraisal of feasibility study reports/construction investment economic-technical reports as prescribed in clauses 1 and 2 of this Article using Form No. 03 in Appendix II enclosed herewith, and shall assume responsibility for their appraisal conclusions and recommendations.

Article 23. Documentation requirements and time limits for approving PPP projects

1. An application package for approval of a PPP project includes:

a) An application form for approval of the project;

b) A draft decision on approval of the project;

c) The feasibility study report/construction investment economic-technical report;

d) A report on appraisal of feasibility study report/construction investment economic-technical report;

dd) The investment policy decision (if any);

e) Other legislative documents related to the project.

2. The time limit for approving a PPP project is counted from the date of receipt of an adequate and valid application package as prescribed in clause 1 of this Article, and shall:

a) For a project for which a decision on investment policy has been issued: not exceed 03 working days;

b) For a project which is not subject to investment policy decision requirement: not exceed 05 working days.

Article 24. Contents of decision on approval of PPP project

1. A decision on approval of a PPP project shall include the following basic contents:

a) Project’s name;

b) Name of the contracting authority;

c) Objectives; scale; location; schedule for construction of infrastructure works/systems, term of the project contract; demands for land and other resources;

d) Type of PPP project contract;

dd) Total investment; structure of funds invested in the project; prices and fees of public products and services with respect to a project applying the user-pays principle;

e) Name of the procuring entity, investor selection method and duration.

2. A decision on approval of PPP project shall be issued using Form No. 04 in Appendix II enclosed herewith.

Article 25. Procedures and documentation requirements for modification of PPP projects

1. Authority and procedures for modification of PPP projects shall comply with provisions of Article 17 of this Decree.

2. A package of documents required for modification of a PPP project includes:

a) An application form for approval of modification of the project;

b) A draft decision on approval of modification of the project;

c) A report on appraisal of modifications to the feasibility study report/construction investment economic-technical report;

d) Other legislative documents related to the project.

3. Where the modification of a PPP project results in an increase in total investment of the project as well as an increase in the capital to be arranged by the investor for project execution, in addition to the required documents for modification of the PPP project prescribed in clause 2 of this Article, the investor shall be required to submit an updated financial capacity profile to prove its compliance with the requirements for project execution after modification.

Section 3. PPP PROJECTS PROPOSED BY INVESTORS

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

1. The investor submits a written proposal form for PPP project to the relevant competent authority either in person or online.

2. Within 05 working days from its receipt of the investor’s written proposal form, the competent authority shall consider giving a written response indicating whether or not the investor is permitted to carry out preparation of a pre-feasibility study report/investment policy proposal report. An approval of the investor’s proposal for PPP project includes:

a) Name of the investor proposing the project;

b) Time limit and location for submission of the project proposal; the agency or unit in charge of receiving the investor’s proposal;

c) Provisions on the investor’s responsibility to bear all costs and risks in case the investor’s project proposal is refused, and principles for handling the case where the investor proposing the project is not selected;

d) Responsibilities and methods of cooperation of relevant authorities in providing guidelines on preparation of the project proposal for the investor;

dd) Other relevant contents.

3. If the competent authority gives an approval, the investor shall prepare a project proposal and send it to the agency or unit specified in point b clause 2 of this Article, and shall assume responsibility for contents of the submitted proposal. A project proposal package includes the pre-feasibility study report or investment policy proposal report as prescribed in Article 9 of this Decree; documents on the investor’s legal status and capacity. Costs of preparation of the project proposal shall be included in total investment of the project.

4. The agency or unit specified in point b clause 2 of this Article shall receive the investor’s project proposal and follow the procedures for appraisal and issuing investment policy decision as prescribed in clause 1 Article 26 of the PPP Law, and Articles 7, 8, 10, 11, 12, 13, 14 of this Decree.

5. A decision on investment policy for an investor-proposed PPP project shall include the contents specified in clause 1 Article 14 of this Decree and the following:

a) Name of the investor preparing the feasibility study report/construction investment technical-economic report; name of the agency or unit in charge of receiving the investor’s project proposal; responsibilities of relevant agency/unit and the investor;

b) Schedule and time limit for submission of feasibility study report/construction investment technical-economic report by the investor;

c) Other necessary contents (if any).

6. Based on the investment policy decision, the investor shall prepare a feasibility study report/construction investment economic-technical report which includes the contents specified in Article 19 of this Decree. The agency or unit receiving the investor’s proposal shall follow procedures for submission, appraisal, and approval of the project in accordance with Articles 17, 18, 20, 21, 22, 23, and 24 of this Decree and Form No. 04 of Appendix II enclosed herewith.

7. In case of modification of the investment policy for or modification of the PPP project proposed by the investor, the competent authority shall follow procedures as prescribed in Articles 18 and 24 of the PPP Law, and Articles 15 and 25 of this Decree.

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

1. The investor submits a written proposal form for PPP project to the relevant competent authority either in person or online. If the application of the project execution process prescribed in clause 4 Article 11 of the PPP Law is proposed, the investor must describe the grounds for such proposed application.

2. Within 05 working days from its receipt of the investor’s written proposal form, the competent authority shall consider giving a written response indicating whether or not the investor is permitted to carry out preparation of a feasibility study report for the project. An approval of the investor’s proposal shall include the contents prescribed in clause 2 Article 26 of this Decree.

3. If the competent authority gives an approval, the investor shall prepare a project proposal and send it to the agency or unit in charge of receiving the investor’s proposal, and shall assume responsibility for contents of the submitted proposal. A project proposal package includes:

a) The feasibility study report/construction investment economic-technical report which includes the contents specified in Article 19 of this Decree;

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

4. The investor proposing the project shall organize assessment of environmental impacts of the project subject to environmental impact assessment requirements or follow procedures for application for environmental license as prescribed in the Law on Environmental Protection.

5. The agency or unit receiving the investor’s proposal shall follow procedures for submission, appraisal, and approval of the project in accordance with clause 1 Article 26 of the PPP Law, Articles 17, 18, 20, 21, 22, 23, and 24 of this Decree and Form No. 04 of Appendix II enclosed herewith.

6. In case of modification of the investor-proposed PPP project, the competent authority shall follow procedures as prescribed in Article 24 of the PPP Law, and Article 25 of this Decree.

7. Regarding a PPP project prescribed in clause 4 Article 11 of the PPP Law:

a) Provisions of clauses 1, 2 and 4 of this Article shall apply;

b) The investor shall submit the project proposal as prescribed in clause 3 of this Article, and the draft contract;

c) The agency or unit receiving the investor’s project proposal shall follow procedures for submission of the received proposal for appraisal; the documents required for appraisal and quantity thereof shall comply with clauses 1 and 2 Article 21 of this Decree, and be accompanied with the draft contract;

d) The appraisal unit shall appraise the investor’s project proposal according to clause 3 Article 21 and Article 22 of this Decree, and produce an appraisal report which also includes assessment of the investor’s capital arrangement capacity and conformity of contents of the draft contract;

dd) The competent authority shall consider approving the project concurrently with the approval of the result of direct appointment of investor (name of the investor proposed for appointment) according to Articles 23 and 24 of this Decree and Form No. 04 in Appendix II enclosed herewith.

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

1. A project using BT contract without payment requirements proposed by an investor must meet the following conditions:

a) Conforming to eligibility requirements of a project for PPP investment specified at points a, b and c clause 1 Article 14 of the PPP Law;

b) Ensuring that a PPP project is not duplicated with other PPP projects for which competent authorities have prepared pre-feasibility study reports/feasibility study reports or approved of other investors preparing pre-feasibility study reports/feasibility study reports;

c) Conforming to relevant socio-economic development plans and plannings in accordance with regulations of law on planning that have already obtained decisions or approval from competent authorities.

2. Procedures for project proposal, appraisal and approval:

a) The investor submits a written proposal form for project to the relevant competent authority either in person or online;

b) Within 05 working days from its receipt of the investor’s written proposal form, the competent authority shall consider giving a written response indicating whether or not the investor is permitted to carry out preparation of a feasibility study report and draft contract. An approval of the investor’s proposal shall include the contents prescribed in clause 2 Article 26 of this Decree;

c) If the competent authority gives an approval, the investor shall prepare a project proposal which includes the draft feasibility study report as prescribed in the law on construction and other relevant laws, the draft contract, and documents on the investor’s legal status and capacity, and send it to the competent authority.

If the project proposal is refused, the investor shall bear all costs and risks;

d) The competent authority shall organize appraisal of the received project proposal as prescribed in Article 22 of this Decree. Quantity of documents required for appraisal shall comply with clause 2 Article 21 of this Decree;

dd) The competent authority shall consider approving the project accompanied with the draft contract according to clause 1 Article 24 of this Decree and Form No. 04 in Appendix II enclosed herewith;

e) Regarding a project for which only construction investment economic-technical report is required, the investor shall prepare and send the construction investment economic-technical report which is accompanied with the written proposal form specified in point a of this clause to the competent authority. If the investor’s proposal is approved, the competent authority shall organize appraisal, approval and implementation of the project in accordance with regulations of law on construction without following the procedures in points c, d and dd of this clause.

3. Modification of PPP projects shall comply with provisions of points a, b, c clause 1 Article 24 of the PPP Law, and Article 25 of this Decree.

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

Chapter III

INVESTOR SELECTION

Section 1. GENERAL PROVISIONS

Article 29. Ensuring competition in investor selection

1. Any investor participating in bidding (“bidding investor”) must display its legal and financial independence from consultant(s), competent authority, contracting authority, procuring entity and other investors as prescribed in Article 30 of the PPP Law when meeting the conditions set out in clauses 2, 3, 4, 5, 6 and 7 of this Article.

2. From the date of issuance of bidding documents, each bidding investor does not hold shares or stakes of the following consultants:

a) Consultant on preparation of pre-feasibility study report, investment policy proposal report, feasibility study report, construction investment technical-economic report, except for an investor-proposed project;

b) Consultant on verification of pre-feasibility study report, investment policy proposal report, feasibility study report, construction investment technical-economic report;

c) Consultant on preparation and appraisal of bidding documents; bid evaluation; appraisal of investor selection result;

d) Consultant on supervision of contract performance, and consultant on inspection of the PPP project.

3. From the time of issuance of bidding documents, the bidding investor and any of the consultants specified in clause 1 of this Article shall not individually hold more than 30% of share capital, total voting shares or paid-in capital of the same entity. In case of a consortium investor or consortium consultant, the capital holding is determined adopting the following formula:

a) Capital holding of another entity and of the consortium investor is determined adopting the following formula:

Where:

X_i: holding by the entity of capital or voting shares of the consortium investor i.

Y_i: holding of the owner’s equity by the consortium investor i under the consortium agreement.

n: number of members of the consortium.

b) Capital holding of another entity and the consortium consultant is determined adopting the following formula:

Where:

X_i: holding by the entity of capital or voting shares of the consortium consultant i under the consortium agreement.

Y_i: ratio of responsibility assigned in the consortium agreement i under the consortium agreement.

n: number of members of the consortium.

4. If an investor that is organized under the parent company – subsidiary model in accordance with regulations of law on enterprises participates in bidding for execution of a PPP project:

a) The parent company or its subsidiary or a consortium of the parent company and its subsidiaries may only submit one bid for the project applying competitive bidding or competitive negotiation as prescribed in clause 1 Article 38 of the PPP Law;

b) The investor participating in bidding for the PPP project and a consultant performing any of the consulting tasks specified in clause 1 of this Article shall not establish and maintain a parent company – subsidiary relationship from the date of issuance of bidding documents, or from the date on which the consultant enters into the consultancy contract, whichever comes first.

5. From the date of issuance of bidding documents, neither the bidding investor nor the competent authority/contracting authority/procuring entity holds more than 50% of shares, total voting shares or paid-in capital of each other. In case an investor participates in bidding in the capacity of a consortium, capital holding is determined adopting the following formula:

Where:

X_i: holding by the competent authority/contracting authority/procuring entity of capital or voting shares of the consortium member i.

Y_i: holding of the owner’s equity by the consortium member i under the consortium agreement.

n: number of members of the consortium.

6. Capital holding by the parties shall be determined on the basis of their holdings specified in enterprise registration certificates, establishment decisions and other documents of equivalent validity.

7. Regarding a project applying direct appointment of investor as prescribed in clause 1 Article 39 of the PPP Law or applying investor selection in special circumstances as prescribed in clause 1 Article 40 of the PPP Law, the investor shall not be required to meet the conditions set out in point a clause 2 and clause 5 of this Article.

Article 30. Incentives in investor selection

1. Eligible entities and incentive rates:

a) An investor whose project proposal is approved, or investor that is a science and technology enterprise, startup company, innovation center, or startup support organization as prescribed by law on science, technology and innovation, or a high-tech incubator, high-tech enterprise incubator, high-tech enterprise, or enterprise established from an investment project on manufacturing of high-tech products as prescribed by the law on high technology shall be entitled to 5% incentive when having its bid evaluated;

b) An investor that commits to engage domestic contractors to perform tasks accounting for at least 25% of the project’s total investment shall be entitled to a 3% incentive when having its bid evaluated;

c) An investor that participates in international bidding and commits to use domestic goods, materials and equipment with a value accounting for at least 25% of the project’s total investment shall be entitled to a 2% incentive when having its bid evaluated;

d) When participating in the selection of an investor to execute a science and technology PPP project, a foreign investor that commits to transfer technology to a domestic investor or partner shall be entitled to a 2% incentive when having its bid evaluated.

2. Rule for application of incentives:

a) If a bidding investor is eligible for multiple incentives, the most advantageous incentive as prescribed in the bidding documents shall apply;

b) If, after taking incentives into account, bids are equally ranked, priority shall be given to the investor whose project proposal is approved;

c) If an investor that is eligible to incentives as prescribed in points b, c and d clause 1 of this Article is selected to conclude the contract but fails to fulfill the commitments stated in its bid and the PPP project contract, the investor shall incur penalties under terms and conditions of the PPP project contract. In this case, the PPP project contract must provide for the penalties corresponding to the incentives for which the investor is eligible during bid evaluation.

3. Determination of incentives

a) If prices/fees of public products and services are employed for comparing and ranking investors, the prices/fees of products and services provided by an investor eligible for incentives shall be calculated adopting the following formula:

G_gtss = G_gt – G_gt x M_UD %

Where:

G_gtss: Prices/fees of products and services used for comparing and ranking the investor eligible for incentives;

G_gt: Prices/fees of products and services proposed by the investor eligible for incentives in its bid;

M_UD: Incentive rate to which the investor is entitled as prescribed in clause 1 of this Article.

b) If the state capital used for supporting the construction of infrastructure works/systems is used for comparing and ranking investors, the value of state capital used for supporting the construction of infrastructure works/systems of an investor eligible for incentives shall be calculated adopting the following formula:

V_gtss = V_gt – V_gt x M_UD %

Where:

V_gtss: Value of the state capital used for supporting the construction of infrastructure works/systems used for comparing and ranking the investor eligible for incentives;

V_gt: Value of the state capital used for supporting the construction of infrastructure works/systems proposed by the investor eligible for incentives in its bid;

M_UD: Incentive rate to which the investor is entitled as prescribed in clause 1 of this Article.

c) If social and state benefits are used for comparing and ranking investors, the proposed payment to state budget or contract term of an investor eligible for incentives shall be calculated adopting one of the two formulae below:

T_gtss = T_gt + T_gt x M_UD %

Where:

T_gtss: Value of proposed payment to state budget used for comparing and ranking the investor eligible for incentives;

T_gt: Value of payment to state budget proposed by the investor eligible for incentives in its bid;

M_UD: Incentive rate to which the investor is entitled as prescribed in clause 1 of this Article.

Or:

T_gtss = T_gt – T_gt x M_UD %

Where:

T_gtss: Contract term used for comparing and ranking the investor eligible for incentives;

T_gt: Contract term proposed by the investor eligible for incentives in its bid;

M_UD: Incentive rate to which the investor is entitled as prescribed in clause 1 of this Article.

d) If combined evaluation criteria are employed, the incentives to which an investor is entitled shall be granted in proportion to their weight in the combined evaluation method, provided that the total value of such incentives shall not exceed 5%.

Article 31. Investor selection duration

1. Bidding documents (in case of competitive bidding) shall be issued concurrently with the invitation to bid on VNEPS.

2. Bidding documents (in case of competitive negotiation as prescribed in Article 38 of the PPP Law) and the request for proposals (in case of direct appointment of investor as prescribed in clause 2 Article 56 of this Decree) shall be issued within the time limit specified in the invitation to bid sent to shortlisted investors or to the investor proposed for direct appointment.

3. For a project applying competitive bidding or competitive negotiation as prescribed in Article 38 of the PPP Law:

a) If the project falls under the authority to issue investment policy decision delegated to the National Assembly or the Prime Minister, the minimum period between the first date on which the bidding documents are issued and the bid closing date which is given for investors to prepare their bids shall be 35 days (in case of domestic investor selection) or 50 days (in case of international investor selection);

b) If the project has total investment equivalent to that of a group-A project as prescribed in the Law on Public Investment (except the project prescribed in point a of this clause), the minimum period between the first date on which the bidding documents are issued and the bid closing date which is given for investors to prepare their bids shall be 25 days (in case of domestic investor selection) or 35 days (in case of international investor selection);

c) If the project has total investment equivalent to that of a group-B or group-C project as prescribed in the Law on Public Investment, the minimum period between the first date on which the bidding documents are issued and the bid closing date which is given for investors to prepare their bids shall be 20 days;

d) Regarding a project for which only construction investment economic-technical report is required, the minimum period between the first date on which the bidding documents are issued and the bid closing date which is given for investors to prepare their bids shall be 10 days.

4. For a project applying direct appointment of investor as prescribed in clause 2 Article 56 of this Decree, the minimum period between the first date on which the request for proposals are issued and the bid closing date which is given for investors to prepare their proposals shall be 15 days.

5. The validity period of a bid/proposal means the number of days specified in the bidding documents/request for proposals, commencing from the bid closing date till the last day of validity specified in the bidding documents/request for proposals; the bid closing time means the last date and time for receipt of bids/proposals; the length of time starting from the bid closing time to the end of 24 hours of the bid closing date shall be counted as 01 day.

6. Any notice of amendment of bidding documents must be published at least 10 days (in case of domestic investor selection) or 15 days (in case of international investor selection) prior to the bid closing date. If a notice of amendment of bidding documents is published without meeting the time requirement set out in this clause, the procuring entity shall make a corresponding extension to the bid closing time to ensure the time requirement for sending addenda to the bidding documents is met.

7. The procuring entity shall send the shortlist and notice of eligibility to participate in bidding by post, fax or email no later than 03 working days from the day on which such shortlist and notice are approved.

Article 32. Expert team

1. An expert team that consists of capable and experienced individuals is established or assigned by the procuring entity to carry out evaluation of bids, capacity profiles and draft contracts, and perform other tasks during the investor selection.

2. Depending on the nature and complexity of each project, the expert team may consist of experts in technique, finance, commerce, administration, law and other relevant fields. A member of the expert team must meet the following eligibility requirements:

a) Have a professional certificate in bidding, except the case specified in clause 3 of this Article;

b) Possess a bachelor’s degree or higher;

c) Possess appropriate proficiency in a foreign language (in case of international investor selection);

d) Have full legal capacity in accordance with regulations of law; be not liable to criminal prosecution;

dd) Have at least 03 years’ working experience in one of the fields relating to legal, technical and financial contents of the project: have working experience in or have performed technical contents as specified in the bidding documents or financial tasks or legal tasks.

3. Regarding a PPP project in the fields of science, technology and innovation, digital transformation, application of high technologies, strategic technologies, or new technologies, the procuring entity shall decide to select members of the expert team who must be capable of performing assigned tasks but are not required to meet the eligibility requirements set out in points a and dd clause 2 of this Article, unless such a member of the expert team is a consultant or employee of a bidding consultancy.

4. Responsibilities of expert team:

a) Be honest and objective in performing tasks as prescribed in clause 1 of this Article;

b) Protect confidentiality of relevant information and documents during the investor selection;

c) Provide relevant information and documents and explanations about its performance of tasks at the request of the procuring entity, competent authority, inspection, examination, audit and supervision authorities, and regulatory authorities in charge of PPP investments;

d) Assume responsibility for its performance of tasks and recommendations.

Article 33. Procuring entities, investor selection appraisal units

1. Procuring entities include the following authorities, organizations and units:

a) Agencies, organizations, and units of or affiliated to ministries, central-government authorities, other authorities, or provincial-level People’s Committees; commune-level People’s Committees; and public service units under the management of provincial-level People’s Committees;

b) Organizations and units affiliated to the competent authorities prescribed in clause 2 Article 6 of this Decree.

2. The procuring entities prescribed in point a clause 1 of this Article may authorize others to approve bidding documents and investor selection results.

3. Investor selection appraisal units are agencies, organizations or units assigned by competent authorities to perform appraisal tasks, and must be independent from the procuring entity and the expert team, including:

a) Agencies, organizations, and units of or affiliated to ministries, central-government authorities, or other authorities, for projects falling under the authority to approve bidding documents and investor selection results delegated to Ministers, or heads of central-government authorities, or other authorities, except the cases prescribed in point d of this clause;

b) Departments of Finance of provinces or central-affiliated cities, for projects falling under the authority to approve bidding documents and investor selection results delegated to Chairpersons of provincial-level People’s Committees, except the cases prescribed in point d of this clause;

c) Other agencies, organizations or units affiliated to the competent authorities prescribed in clause 2 Article 6 of this Decree;

d) In case the procuring entity gives authorization to approve bidding documents and investor selection results as prescribed in clause 2 of this Article, the procuring entity shall establish an appraisal team or assign its affiliated unit to perform appraisal tasks.

4. The agency, organization or unit assigned to perform appraisal tasks may employ a consultant with appropriate capacity and experience to perform such appraisal tasks if it is incapable of doing so. In this case, each employee of such consultant engaging in the appraisal must meet the eligibility requirements set out in points a, b, c, d and dd clause 2 Article 32 of this Decree.

5. Responsibilities of investor selection appraisal unit:

a) Perform appraisal tasks in an independent and objective manner;

b) Request the procuring entity, expert team to provide adequate relevant documents;

c) Protect confidentiality of relevant information and documents during appraisal process;

d) Provide relevant information and documents and explanations about its performance of tasks at the request of the procuring entity, competent authority, inspection, examination, audit and supervision authorities, and regulatory authorities in charge of PPP investments;

dd) Assume responsibility for its appraisal results and recommendations.

Article 34. Performance security for PPP project contracts                     

1. For a project with total investment of up to VND 300 billion, the value of the contract performance security shall be specified in the bidding documents at a rate ranging from 1,5% to 03% of the project’s total investment.

2. For a project with total investment of more than VND 300 billion, the value of the contract performance security shall be specified in the bidding documents at a rate ranging from 1% to 1,5% of the project’s total investment.

3. For a project in the field of science, technology, innovation and digital transformation, the value of the contract performance security shall be specified in the bidding documents at a rate of 1,5% of the project’s total investment if the project’s total investment is up to VND 300 billion, or 1% of the project’s total investment if the project’s total investment exceeds VND 300 billion.

4. For a project using O&M contract, if the project’s total investment includes the investor’s payment to state budget, after fulfilling this obligation to make payment to state budget, an amount of the contract performance security equivalent to such payment shall be returned or released to the investor. The remaining portion of the contract performance security shall be returned or released after the investor/PPP project enterprise has fulfilled other obligations under the signed contract.

Article 35. Determination of investor selection methods

Competent authorities shall make and assume responsibility for their decision to adopt one of the investor selection methods prescribed in Articles 37, 38, 39 and 40 of the PPP Law, Article 55, Article 57 of this Decree, ensuring that qualified investors are selected to execute PPP projects in a manner that meet project execution progress, quality and investment efficiency requirements.

Article 36. Roadmap for application of online investor selection

1. From January 01, 2027: Carry out online investor selection for PPP projects that apply domestic competitive bidding on VNEPS.

2. For PPP projects that require international investor selection, competitive negotiation, direct appointment of investor or investor selection in special circumstances, online investor selection procedures shall not be applied but information on investor selection must be published on VNEPS as prescribed in clause 1 Article 9 of the PPP Law.

Section 2. COMPETITIVE BIDDING AND COMPETITIVE NEGOTIATION PROCESS

Article 37. Shortlisting in competitive negotiation

1. For a project which applies the competitive negotiation method as prescribed in clause 1 Article 38 of the PPP Law, has special elements and thus needs innovations in order to shorten the project execution duration and complete construction of infrastructure works/systems within a given period of time, achieve high energy-saving rate, and ensure environmental protection (if the project is classified in the group of projects posing high risk of adverse environmental impacts according to provisions of the Law on Environmental Protection), the procuring entity shall draw up a shortlist of no more than 03 investors to be invited to bid.

2. For a project which applies the competitive negotiation method as prescribed in clause 2 or 3 Article 38 of the PPP Law, the procuring entity shall draw up a shortlist of at least 03 investors but no more than 06 investors to be invited to bid.

3. The procuring entity shall invite the investors on the shortlist as prescribed in clauses 1 and 2 of this Article to discuss and negotiate the contents of the bidding documents as prescribed in clause 4 Article 38 of this Decree.

Article 38. Preparation of bidding documents

1. The procuring entity shall prepare the bidding documents for the project applying competitive bidding or competitive negotiation, or prepare the request for proposals for the project applying direct appointment of investor (hereinafter referred to as “bidding documents”, unless otherwise prescribed by law). The bidding documents shall include the following basic contents:

a) Instructions to investors;

b) Bidding data sheet;

c) Examination and evaluation of validity of bids;

d) Methods and criteria for evaluation of bids in respect of capacity, technical, and financial-commercial requirements, as prescribed in Articles 41, 42 and 43 of this Decree;

dd) Invitation to bid and bidding forms;

e) Project implementation information and requirements as provided for in investment policy decision, project approval decision, and pre-feasibility study report/investment policy proposal report, and feasibility study report/construction investment economic-technical report;

g) Draft contract and contract form.

2. Bidding documents shall not impose any conditions that would result in limitation on the participation of an investor or give advantages for one or some investors resulting in unfair competition.

3. In case a PPP project has a sub-project using public investment capital and subject to three-stage design requirement laid down in the law on construction, the competent authority shall organize preparation, appraisal and approval of the technical design and cost estimate of the sub-project using public investment capital during the investor selection.

4. Negotiation, discussion and finalization of the draft bidding documents for a project as prescribed in Article 38 of the PPP Law:

a) The procuring entity shall invite the shortlisted investors to participate in negotiation and discussion of the proposed contents of the bidding documents;

b) Such negotiation and discussion must not result in any changes in the contents of the investment policy decision or the project approval decision, except for the modification of the investment policy or project modification prescribed in points a and b clause 1 Article 18 and Article 24 of the PPP Law.

c) Negotiation and discussion results shall be included in a record which must bear signatures of representatives of the procuring entity and investors participating in such negotiation and discussion. This record shall be sent directly to such investors.

Article 39. Procedures for appraisal and approval of bidding documents

1. Appraisal and approval of bidding documents:

a) The procuring entity shall submit the draft bidding documents and relevant documents to the competent authority and the investor selection appraisal unit (in case of appraisal);

b) The competent authority shall consider approving the bidding documents without appraisal thereof; where the appraisal of bidding documents is required, it shall be conducted in accordance with Article 40 of this Decree;

c) Where the procuring entity is authorized to approve the bidding documents, the procuring entity shall organize the appraisal and approval of the bidding documents in accordance with corresponding provisions of point b of this clause.

2. Bidding documents shall be approved based on the following documents:

a) The investment policy decision (if any) and decision on approval of PPP project;

b) Results of negotiation and discussion of the draft bidding documents as prescribed in clause 4 Article 38 of this Decree;

c) Pre-feasibility study report/investment policy proposal report, feasibility study report/construction investment technical-economic report for the PPP project, and relevant documents;

d) Relevant law provisions and policies.

3. Where necessary, the competent authority may, based on actual requirements of the project, decide to prepare the bidding documents on the basis of the approved design following the basic design and cost estimate, provided that this shall not restrict competition in the investor selection, shall not limit the investor’s right to modify or self-organize development of the design following the basic design, and shall not prolong the project implementation schedule.

Article 40. Documentation requirements and subject matters of appraisal of bidding documents

1. A package of documents required for appraisal and approval of the bidding documents includes:

a) A written request for approval of bidding documents;

b) The draft bidding documents;

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

d) Relevant documents.

2. Subject matters of appraisal of the bidding documents:

a) Examine documents used as the basis for preparing the bidding documents;

b) Examine the conformity of the draft bidding documents for the objectives, scale, scope of tasks, and duration of the project; conduct assessment of the compliance of the bidding documents with regulations of the PPP Law and relevant laws;

c) Consider dissenting opinions (if any) given by the entities participating in the preparation of the bidding documents;

d) Other relevant contents.

3. An appraisal report shall include:

a) An overview of the project and legal grounds for preparing the bidding documents;

b) Comments and opinions of the investor selection appraisal unit on the legal grounds, compliance with regulations of the PPP Law and relevant laws; assenting and dissenting opinions about the draft bidding documents;

c) Proposals and recommendations of the investor selection appraisal unit regarding the approval of bidding documents; actions taken against the case where the bidding documents are found unconformable with the PPP Law and relevant laws; actions taken against the case where there are insufficient grounds for approving bidding documents;

d) Other opinions (if any).

4. Before the appraisal report is made, the investor selection appraisal unit may convene a meeting with relevant parties to discuss and consider the contents of the bidding documents given dissenting opinions (where necessary).

Article 41. Capacity evaluation methods and criteria

1. The investor’s capacity shall be evaluated adopting the pass/fail method on the basis of evaluation criteria set out in clause 2 of this Article.

2. An investor’s capacity shall be evaluated according to the following criteria:

a) Equity arrangement capacity; the equity of a consortium investor is the sum of equity amounts of all members of the consortium and each member shall meet the requirements corresponding to its contribution to the consortium’s equity under the consortium agreement. Any investor acting as the lead member of the consortium must make a capital contribution equaling at least 30% of the consortium’s equity while each member of the consortium must make a capital contribution equaling at least 15% of the consortium’s equity;

b) Investor’s capacity to raise borrowed capital. The borrowed capital of a consortium investor is the sum of borrowed capital amounts of all members of the consortium;

c) History of disputes and lawsuits against finished and in-progress projects;

d) History of the investor’s suspended or terminated investments in the province or central-affiliated city where the project is to be executed (if any).

3. The bidding documents shall not provide criteria for evaluation of experience in implementing similar projects, but must provide principles for dealing with cases where investors submit documents proving experience in implementing similar projects, as a basis for comparison and ranking of investors in accordance with clause 2 Article 43 of this Decree.

Where the investor’s experience in implementing similar projects is required by a specialized sector/industry law, the procuring entity/expert team must determine and include the criteria for evaluating experience in implementing similar projects in the bidding documents in accordance with such a specialized sector/industry law.

4. The investors specified in clause 1a Article 42 of the PPP Law are not required to prove their equity arrangement capacity as prescribed in point a clause 2 of this Article.

5. In case of domestic investor selection for a project to which the application of advanced technologies and/or international management experience is encouraged, the bidding documents may include a provision that domestic investors are allowed to engage foreign contractors as partners for participation in the bidding.

Article 42. Technical evaluation methods and criteria

1. Technical evaluation shall be carried out adopting the scoring method prescribed in clause 2 of this Article or the pass/fail method prescribed in clause 3 of this Article, on the basis of:

a) Criteria concerning quality, capacity and efficiency of the infrastructure works/systems, including: requirements concerning the conformity of the technical and technological solutions proposed by the investor with the plannings approved by competent authorities in according to regulations of laws on planning, construction, specialized sector/industry law and relevant laws, taking into account the project’s scale, capacity, and total investment, implementation schedule and progress, and investment phasing; requirements concerning quality, criteria, standards, specifications, and norms of infrastructure works/systems as prescribed in specialized sector/industry law and relevant laws;

b) Criteria concerning the plan for operation, commercial use, and maintenance of the infrastructure works/systems;

c) Environmental and safety criteria, including: requirements concerning the environmental protection and safety plan to be satisfied by the investor in accordance with regulations of law on environmental protection; requirements concerning assessment of adverse environmental impacts and mitigation measures;

d) Other technical evaluation criteria (if necessary).

When preparing the bidding documents, detailed technical evaluation criteria shall be developed on the basis of the criteria set out in this point, as appropriate for each specific project.

For a PPP project with items funded by public investment capital as prescribed in point b clause 5 Article 70 of the PPP Law, the bidding documents must include a provision that investors shall be responsible for determining such items in their bids.

2. When developing technical evaluation criteria under the scoring method on a scale of 100 or 1.000 points, the bidding documents must specify the minimum and maximum scores for each general criterion and each sub-criterion; the minimum score achieved to be considered technically responsive, which shall not be lower than 70% of total technical score, and the score of each technical requirement which shall not be lower than 60% of the maximum score for that requirement.

3. When developing technical evaluation criteria under the pass/fail method, the bidding documents must specify the required compliance level for each criterion. General criteria shall be evaluated on pass/fail basis. Essential sub-criteria of a criterion must be evaluated on pass/fail basis; non-essential sub-criteria of a criterion may be evaluated using the “acceptable” rating in addition to the pass/fail basis, provided that the “acceptable” rating shall not be used for evaluating more than 30% of total sub-criteria of that criterion.

An investor shall be determined to have passed a criterion if it has passed all essential sub-criteria of that criterion and has other non-essential sub-criteria of that criterion given “pass” or “acceptable” rating.

4. Provisions of this Article shall not apply to projects applying the direct appointment of investor as prescribed in clause 3b Article 42 of the PPP Law.

Article 43. Financial – commercial evaluation methods and criteria

1. Financial – commercial evaluation shall be carried out adopting the comparison or ranking method specified in the bidding documents. The bidding documents shall determine one, several or a combination of the following standards: prices/fees of public products and services; state capital used for supporting the construction of infrastructure works/systems; social and state benefits as prescribed in points a, b, and c clause 3 Article 42 of the PPP Law, for the purpose of comparing and ranking investors that meet the financial-commercial requirements.

2. Upon completion of the financial-commercial evaluation, if there are at least two investors whose financial-commercial proposals are equally evaluated, the investor with greater experience in implementing similar projects shall be ranked first.

3. An investor shall be ranked first and obtain a recommendation for selection if it:

a) has a substantially responsive bid;

b) meets capacity requirements;

c) is considered technically responsive;

d) meets financial – commercial requirements; and

dd) has the financial-commercial proposal in the bid which is not lower than the minimum and is considered the highest, or which is not higher than the maximum and is considered the lowest, according to evaluation criteria set out in the bidding documents.

Article 44. Invitation to bid, issuance, modification and clarification of bidding documents; extension of deadline for submission of bids

1. Invitation to bid:

a) For a project applying competitive negotiation as prescribed in Article 38 of the PPP Law, the letters of invitation to bid are sent to all shortlisted investors; such a letter of invitation to bid must clearly indicate the time and location for issuance of bidding documents, bid closing and bid opening time;

b) For a project applying competitive bidding, the invitation to bid shall be published according to point b clause 1, point b clause 2, and clause 4 Article 3 of this Decree, and simultaneously sent by the procuring entity to all investors that have submitted their registration of interests in the project which applies the interest survey as prescribed in Article 20 of this Decree;

c) For a project applying international investor selection, the invitation to bid shall be posted in both English and Vietnamese on VNEPS and on the websites of relevant Ministries, central-government authorities, other authorities, and provincial-level People’s Committees (if any) or an English newspapers published in Vietnam.

2. Issuance of bidding documents:

a) For a PPP project applying domestic competitive negotiation as prescribed in Article 38 of the PPP Law, bidding documents are issued free of charge to all shortlisted investors;

b) For a project applying domestic competitive bidding, bidding documents are issued free of charge on VNEPS. The procuring entity shall post all files of the bidding documents on VNEPS;

c) In case of international investor selection, each investor is required to pay an amount equaling the selling price of 01 set of electronic bidding documents when submitting its bid.

3. Modification of bidding documents:

If modifications are made to the bidding documents after they are issued, the procuring entity shall send the modification decision enclosed with specific modifications to the bidding documents to the shortlisted investors (in case of a project applying competitive negotiation) or publish them on VNEPS (in case of a project applying competitive bidding).

4. Clarification of bidding documents:

a) For a project applying competitive negotiation as prescribed in Article 38 of the PPP Law, the investor requiring any clarification of the bidding documents shall send its request for clarification to the procuring entity at least 05 working days (in case of domestic investor selection) or 07 working days (in case of international investor selection) before the bid closing date. The procuring entity shall give its written response to the request for clarification to all shortlisted investors;

b) For a project applying competitive bidding, the investor requiring any clarification of the bidding documents shall send its request for clarification directly to the procuring entity or via VNEPS at least 05 working days (in case of domestic investor selection) or 07 working days (in case of international investor selection) before the bid closing date. The procuring entity shall publish its response to the investor’s request for clarification on VNEPS;

c) Where necessary, the procuring entity may convene a pre-bid meeting to clarify the contents of bidding documents as requested by investors. The procuring entity shall make a record of clarification of bidding documents, indicating all contents discussed at the meeting, and send it to all shortlisted investors (for a project specified in point a of this clause) or publish it on VNEPS (for a project specified in point b of this clause);

d) Clarifications to the bidding documents must not be contrary to the contents of the approved bidding documents. Should the clarifications to the bidding documents result in changes to the bidding documents, the modification of the bidding documents shall be subject to provisions of clause 3 of this Article.

5. The modification decision and record of clarification of the bidding documents are considered integral parts of the bidding documents.

6. Extension of deadline for submission of bids:

a) For a project applying competitive negotiation, the procuring entity shall send a notice of extension, accompanied with the extension approval decision, to all shortlisted investors;

b) For a project applying competitive bidding, the procuring entity shall publish a notice of extension, accompanied with the extension approval decision, on VNEPS;

c) Reasons for extension and the new deadline must be clearly indicated in the notice of extension.

Article 45. Preparation, submission, receipt, management, modification, substitution and withdrawal of bids

1. Investors shall prepare and submit bids according to the requirements of the bidding documents. A bid shall include the technical proposal and the financial-commercial proposal which are both sealed and submitted simultaneously to the procuring entity before the bid closing time according to the requirements of the bidding documents as laid down in clause 1 Article 38 of this Decree.

2. The procuring entity receives all bids submitted by investors before the bid closing time and manages such received bids as confidential documents until the investor selection result is made available. In no case shall the procuring entity reveal the information included in received bids, except such information publicly disclosed upon bid opening.

3. An investor that wishes to modify, replace or withdraw their submitted bid shall be required to send a written request to the procuring entity. The procuring entity shall only accept the investor’s modification, substitution or withdrawal of its bid if the investor’s written request is received by the bid closing time.

4. The bid or any document submitted by the investor to the procuring entity after the bid closing time is considered invalid, unopened and rejected, except clarifications of the bid which are provided at the request of the procuring entity or clarifications/additional documents submitted by the investor at their discretion for the purpose of proving their eligibility, capacity and experience.

Article 46. Bid evaluation rules

1. The bid evaluation shall be carried out on the basis of the bid evaluation methods and criteria and other requirements laid down in the bidding documents, and the bids and clarifications thereto submitted by investors in order to select an investor that meets all capacity requirements and has feasible technical, and financial-commercial plans for executing the project.

2. Copies shall be used in bid evaluation. Each investor shall assume responsibility for the consistency between the originals and the copies of the documents included in its bid. In the event of serious discrepancy between them which does not change the investor’s rank, the original shall prevail. In the case the serious discrepancy between the original and the copy results in different evaluation results and change in the investor’s rank, the bid of that investor shall be rejected.

3. During the bid evaluation, the procuring entity shall examine technical and financial-commercial aspects of the bid in order to confirm that the bid does not contain any material deviations, reservations or omissions, in which:

a) Deviation means a departure from the requirements specified in the bidding documents; reservation means the setting of limiting conditions or withholding from complete acceptance of the requirements specified in the bidding documents; omissions means the investor’s failure to submit part or all of the information or documentation required in the bidding documents;

b) Provided that a bid is substantially responsive to the requirements of the bidding documents, the procuring entity may waive any nonconformity in the bid that does not constitute a material deviation, reservation, or omission;

c) Provided that a bid is substantially responsive to the requirements of the bidding documents, the procuring entity may request the investor to submit the necessary information or documentation, within a reasonable period of time, to rectify nonmaterial nonconformities or errors in its bid related to documentation requirements. Requesting information and documentation on such nonconformities shall not affect the investor’s technical proposal and financial-commercial proposal. Failure of the investor to comply with the request of the procuring entity may result in the rejection of its bid.

Article 47. Rules for clarification of bids

1. If, after the bid opening, an investor is found to have not yet submitted documents proving its eligibility, financial statements, and documents proving its capacity, the procuring entity shall request the investor to clarify and/or submit additional documents proving its eligibility and capacity. The investor shall clarify its bid upon receipt of the request from the procuring entity.

2. If, after the bid closing, an investor finds that existing documents proving its eligibility and capacity have yet to be submitted together with its bid, the investor shall be allowed to submit such documents to the procuring entity for clarification of its bid. The procuring entity shall receive clarifications and/or additional documents proving eligibility and capacity submitted by the investor when it finds that these documents are available but have yet to be submitted together with its bid. These documents shall form part of the investor’s bid.

3. Clarification of contents about eligibility and capacity of an investor must ensure no change in the substance of the eligibility and capacity of that investor. Clarification of contents of technical and financial-commercial proposals included in the investor’s bid must ensure no change in the corresponding proposals in its submitted bid.

4. Clarification of a bid shall be only conducted between the procuring entity and the investor whose bid needs to be clarified. Clarifications to the bid must be made in writing and kept by the procuring entity as part of the investor’s bid.

Article 48. Opening of bids

1. The opening of bids shall be held in public and begin within 02 hours from the bid closing time. The procuring entity shall only open the bids received prior to the bid closing time according to the requirements of the bidding documents in the witness of the investors’ representatives who attend the bid opening, regardless of whether an investor is present or not.

2. The procuring entity checks the seals, opens every bid in the alphabetical order of investors’ names, and reads out the following information:

a) Name of the investor;

b) The quantity of the original and copies;

c) The financial-commercial value proposed by the investor in its bid;

d) Proposed increase or decrease in the value specified in point c of this clause (if any);

dd) Validity period of the bid;

e) Value and validity period of the bid security;

g) Other relevant information (if any);

3. The bid opening record shall include the information prescribed in clause 2 of this Article, be signed by the representative of the procuring entity and investors’ representatives attending the bid opening, and sent to the investors submitting bids.

4. The procuring entity’s representative shall sign the original copies of the letter of bid, power of attorney of the investor’s legal representative (if any), consortium agreement (if any), bid security, and other important contents of each bid.

Article 49. Bid evaluation

1. Examination of the validity of bid, including:

a) Examine the number of originals and copies of the bid;

b) Examine component documents of the bid, including: letter of bid, consortium agreement (if any), power of attorney to sign the letter of bid (if any); bid security; documents proving the eligibility of the person signing the letter of bid (if any); documents proving the investor’s eligibility and capacity; technical proposal; financial-commercial proposal; other component documents of the bid;

c) Examine the consistency between the original and copies to serve the evaluation of the bid.

2. Evaluation of the validity of bid:

A bid shall be considered valid if meeting all of the following conditions:

a) The original of the bid is available;

b) The submitted letter of bid is valid, and bears the signature of the investor’s lawful representative and seal (if any) according to the requirements of the bidding documents. If the investor is a consortium, the letter of bid must have been signed and sealed (if any) by the lawful representatives of all members of the consortium or by the member assigned to sign the letter of bid on behalf of the consortium under the consortium agreement;

c) The validity period of the bid meets the requirements of the bidding documents;

d) The proposed financial-commercial value specified in the bid must be specific and expressed both in figures and in words; proposal of different values is not accepted, and the proposed value must be conformable with the investor’s financial plan; proposal of different values concerning the same content or with conditions that are disadvantageous to the competent authority or the procuring entity is not accepted;

dd) The investor has furnished a valid bid security;

e) There is a valid consortium agreement (if the investor is a consortium);

g) The investor’s name is not included in two or more bids as an independent investor or consortium member;

h) The investor is not subject to any prohibition against participation in PPP investment activities as prescribed by the PPP Law, and is not subject to any prohibition against participation in bidding as prescribed by the Law on Bidding;

i) The investor has provided documents proving its eligibility as prescribed in Article 29 of the PPP Law.

The investor whose bid is considered valid shall undergo a detailed evaluation of its capacity according to clause 3 of this Article.

3. Evaluation of capacity:

The investor’s capacity shall be evaluated according to capacity evaluation methods and criteria set out in the bidding documents.

4. The investor that has a valid bid and meets capacity requirements shall undergo a detailed technical evaluation according to clause 5 of this Article.

5. Detailed technical evaluation:

a) The detailed technical evaluation shall be carried out according to the technical evaluation methods and criteria set out in the bidding documents;

b) The competent authority or the procuring entity (if authorized) shall consider approving the list of technically responsive investors;

c) The procuring entity shall notify the list of investors prescribed in point b of this clause to all investors that have submitted bids.

6. Detailed financial-commercial evaluation:

a) The procuring entity shall carry out the detailed financial-commercial evaluation of the bids of the investors on the list prescribed in point b clause 5 of this Article;

b) Detailed financial-commercial evaluation and ranking of investors shall be carried out according to the evaluation methods and criteria set out in the bidding documents.

7. Upon completion of the bid evaluation, the expert team shall make a bid evaluation report and send it to the procuring entity for consideration. Such a bid evaluation report shall clearly indicate the following information:

a) List of ranked investors;

b) List of investors whose bids are nonresponsive and rejected; reasons for bid rejection;

c) Comments on competitiveness, fairness, transparency and economic efficiency of the investor selection. Where regulations on competitiveness, fairness, transparency and economic efficiency in bidding are not complied with, reasons and remedial measures must be given.

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

1. The procuring entity shall submit the investor selection result to the competent authority, and send the following documents to the investor selection appraisal unit for appraisal:

a) A written request for approval of investor selection result;

b) The bid evaluation report;

c) Photocopies of the bidding documents, the bid closing record, the bid opening record, bids of investors and other relevant documents.

2. The investor selection appraisal unit shall carry out appraisal of investor selection result according to Article 51 of this Decree before it is approved.

3. The competent authority shall consider giving approval for the investor selection result on the basis of the request for approval and report on appraisal of investor selection result.

4. In case an investor is considered successful, the written approval of the investor selection result shall include the following information:

a) Name, location and scale of the project;

b) Name of the successful investor;

c) The contract type;

d) The proposed financial-commercial value of the successful investor;

dd) Other contents (if any).

5. In case of bid cancellation as prescribed in point a clause 1 Article 34 of the PPP Law, the bid cancellation decision must clearly indicate the reasons for bid cancellation and responsibilities of relevant parties.

6. For a PPP project funded by state capital:

a) Based on the investment policy decision, project approval decision, decision on approval of investor selection result, and medium-term public investment plan, the amount of public investment capital invested in the PPP project shall be included in the annual public investment plan;

b) Based on the investment policy decision, project approval decision, and decision on approval of investor selection result, the contracting authority shall prepare an annual budget estimate of regular capital and legitimate revenues retained for covering regular expenditures of state authorities and public service units to pay the investor/PPP project enterprise in accordance with the law on state budget.

Article 51. Subject matters of appraisal of investor selection result

1. Subject matters of appraisal:

a) Examination of the documents used as the basis for organization of the investor selection;

b) Examination of the bid evaluation by the expert team according to the bid evaluation requirements, methods and criteria set out in the bidding documents; the compliance with regulations of the PPP Law and other relevant laws during the bid evaluation;

c) Consideration of dissenting opinions (if any) between the procuring entity and the expert team; or between members of the expert team;

d) Other relevant contents.

2. An appraisal report shall include:

a) Overview of the project information and legal grounds for organization of the investor selection;

b) Summary of the investor selection process and recommendations of the authority submitting the investor selection result for approval;

c) Summation of opinions given by relevant agencies/units (if any);

d) Comments and opinions of the investor selection appraisal unit about the contents specified in clause 1 of this Article, and the achievement of objectives of ensuring competitiveness, fairness, transparency, economic efficiency and accountability during the investor selection; assenting or dissenting opinions about the investor selection result;

dd) Proposals and recommendations of the investor selection appraisal unit for approval of the investor selection result; proposed remedial measures against non-compliance with regulations of the PPP Law during the bid evaluation; proposed remedial measures against the case where there are insufficient grounds for reaching conclusions on the evaluation result;

e) Other opinions (if any).

Article 52. Disclosure of investor selection result

1. The procuring entity shall publish information on the investor selection result as prescribed in point b clause 1 and point c clause 2 Article 3 of this Decree.

2. The procuring entity shall send written notice of the investor selection result to all bidding investors within the time limit prescribed in point c clause 2 Article 3 of this Decree. Such a notice of the investor selection result shall include:

a) The information prescribed in clause 4 Article 50 of this Decree;

b) The list of unsuccessful investors in which reasons for disqualification of each investor must be also indicated;

c) The plan for negotiation, finalization and signing of contract with the successful investor.

Article 53. Negotiation and finalization of contract

1. Based on the investor selection result, the successful investor shall be invited to negotiate and finalize the contract. If the invited investor is not present or refuses to conduct negotiation and finalization of contract, its bid security shall be forfeited, except force majeure events as prescribed by law.

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

a) Decision on approval of investor selection result;

b) The bid evaluation report;

c) The bid and clarifications thereto (if any) submitted by the investor;

d) The bidding documents and addenda thereof (if any).

3. Contract negotiation and finalization rules:

a) Contents of the contract negotiation and finalization shall not include the investor’s proposals which are conformable with requirements of the bidding documents;

b) Contract negotiation and finalization must cause no change in the substance of the bid.

4. Contents of contract negotiation and finalization:

a) Negotiate and finalize the contents that are proposed in the bid but are inconsistent or not fully detailed; nonconformities between the bidding documents and the bid that may lead to disputes or affect rights, obligations and responsibilities of the parties during the performance of the contract;

b) Negotiate determination of the sharing ratios of increased revenue or revenue reduction with the investor/project enterprise (if any);

c) Negotiate the issues that arise during the investor selection (if any) in order to finalize detailed contents of the contract;

d) Negotiate other contents concerning the project in order to establish grounds for stipulating rights, obligations and responsibilities in the contract;

dd) Other necessary contents.

5. The successful investor shall not be allowed to change, withdraw or refuse to perform the material contents of its bid which have been considered responsive by the procuring entity, unless such changes make the project more efficient.

6. In case the contract negotiation and finalization process is unsuccessful, the procuring entity shall request the competent authority to consider invalidating the investor selection result and inviting the next-ranked investor to the contract negotiation and finalization. If the contract negotiation and finalization conducted with the next-ranked investor is successful, the procuring entity shall submit, appraise, approve and publish the investor selection result according to Articles 50, 51 and 52 of this Decree.

7. If the contract negotiation and finalization conducted with the next-ranked investor is still unsuccessful, the procuring entity shall request the competent authority to consider issuing a decision on bid cancellation as prescribed in point a clause 1 Article 34 of the PPP Law.

Article 54. Signing of PPP project contract and disclosure of information thereon

1. The PPP project contract shall be signed by and between the parties according to provisions of Articles 46, 47, 48 and 49 of the PPP Law, and Article 62 of this Decree.

2. For a PPP project having sub-project(s) funded by public investment capital, in addition to the provisions of clause 1 of this Article, the PPP project contract shall be signed on the basis of the approved technical design and cost estimate of such sub-project(s) funded by public investment capital.

3. The contracting authority shall publish the information on the project contract on VNEPS as prescribed in point c clause 1 and point d clause 2 Article 3 of this Decree. Information to be published includes:

a) Name of the project; contract number, and signing date of the contract;

b) Names and addresses of the competent authority and the contracting authority;

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

d) Location of the project, and area of land used;

dd) Total investment; funding sources; state capital invested in the PPP project (if any); payment made to state budget or term of the PPP project contract (if any); prices/fees of public products and services, price/fee collection method and location (if any); revenue sharing contents (if any);

e) Contract type and term, planned schedule for transfer of the project’s works (if any);

g) Other necessary information.

4. In case of modification or signing of appendixes to the project contract resulting in changes in the information specified in clause 3 of this Article, the contracting authority shall publish updated information on VNEPS within 05 days from the day on which the appendix to the project contract is signed.

5. Publishing of the information in clause 3 of this Article on the websites of relevant Ministries, central-government authorities, other authorities, provincial-level People’s Committees or other mass media is encouraged.

Section 3. DIRECT APPOINTMENT OF INVESTOR

Article 55. Projects applying direct appointment of investor

1. Projects applying direct appointment of investor are those prescribed in clause 1 Article 39 of the PPP Law.

2. Projects that require acceleration in execution progress, are meant to promote socio-economic development and/or protect national interests, are proposed by investors and approved by competent authorities as prescribed in point dd clause 1 Article 39 of the PPP Law include:

a) Projects which need to be executed to prevent, immediately remedy or promptly handle consequences of natural disasters, conflagration, accidents, incidents, calamities or other force majeure events;

b) Nationally important projects which are eligible for direct appointment of investor according to the National Assembly’s resolutions;

c) Railway projects as defined in the Law on Railway;

d) Projects falling into the cases of direct appointment of investor as prescribed in specialized sector/industry law;

dd) Projects on construction of infrastructure works/projects which require acceleration in execution progress to serve national- or provincial-level anniversaries or events;

e) Other projects which require application of direct appointment of investor to meet requirements concerning implementation progress, quality and efficiency of the project;

g) Projects which are proposed by investors without using state capital.

Article 56. Procedures for direct appointment of investor

1. Procedures for direct appointment of investor:

a) Standard procedures shall apply to the following projects: projects which need to meet the requirements concerning national defense, security and state secret as prescribed in point a clause 1 Article 39 of the PPP Law (except the cases prescribed in point b of this clause); projects which should be executed by the investor that has taken charge of construction of digital infrastructure/digital platform so as to ensure technical connection, compatibility and synchronization as prescribed in point d clause 1 Article 39 of the PPP Law (except the cases prescribed in point b of this clause); projects which require acceleration in execution progress, are meant to promote socio-economic development and/or protect national interests, are proposed by investors and approved by competent authorities as prescribed in point dd clause 1 Article 39 of the PPP Law and clause 2 Article 55 of this Decree, and funded by state capital.

b) Simplified procedures shall apply to those projects which are prescribed in points a, d and dd clause 1 Article 39 of the PPP Law, and proposed by investors without using state capital, and projects of investors that have the ownership or rights to use strategic technologies as prescribed in point c clause 1 Article 39 of the PPP Law.

2. The standard procedures for direct appointment of investor as prescribed in point a clause 1 of this Article shall be carried out as follows:

a) Preparation of request for proposals:

Based on the project approval decision, the procuring entity shall organize preparation of the request for proposals which include the contents specified in clauses 1 and 2 Article 38 of this Decree but exclude the bid security requirement to be fulfilled by the investor. The request for proposals for an investor-proposed project shall not include technical evaluation criteria.

The competent authority or the procuring entity (in case it is authorized to approve the request for proposals) is not required to conduct appraisal of the request for proposals; if such appraisal is deemed necessary, it shall be carried out in accordance with provisions of Article 40 of this Decree.

b) Approval for request for proposals:

The competent authority/the procuring entity shall consider approving the request for proposals in which the investor proposed for appointment must be identified, and send them to the investor.

c) Preparation and submission of proposal

The investor proposed for appointment shall prepare and submit a proposal according to the requirements laid down in the request for proposals.

d) Evaluation of proposal:

The procuring entity shall evaluate the proposal according to the evaluation methods and criteria set out in the request for proposals. Regarding an investor-proposed project, the investor’s proposal shall be evaluated adopting the pass/fail method on the basis of capacity and financial-commercial criteria.

During the evaluation of proposal, the investor is allowed to clarify and modify its submitted proposal.

dd) Appraisal, approval and disclosure of the result of direct appointment of investor:

The competent authority must not carry out appraisal of the investor selection result; if such appraisal is deemed necessary, it shall be carried out in accordance with provisions of Article 51 of this Decree.

Approval of the result of direct appointment of investor shall comply with provisions of Article 50 of this Decree without approving the list of technically responsive investors and carrying ranking of investors.

Disclosure of the result of direct appointment of investor shall comply with provisions of Article 52 of this Decree.

e) Negotiation, finalization and signing of PPP project contract, and disclosure of information thereon

The competent authority/the procuring entity and the investor shall organize negotiation, finalization and signing of a PPP project contract, and disclosure of information on the signed contract in accordance with provisions of Articles 53 and 54 of this Decree.

If the contract negotiation and finalization conducted with the investor is unsuccessful, the procuring entity shall request the competent authority to consider issuing a decision on bid cancellation as prescribed in point a clause 1 Article 34 of the PPP Law.

3. The simplified procedures for direct appointment of investor as prescribed in point b clause 1 of this Article shall be carried out as follows:

a) After a decision on approval of the project and the result of direct appointment of investor, accompanied with the draft contract, is issued as prescribed in clause 7 Article 27 of this Decree, the procuring entity shall set out capacity, financial-commercial requirements;

b) Based on the capacity, financial-commercial requirements, the contract negotiation and finalization shall be carried out and include the following contents: update information on the investor’s eligibility, equity arrangement capacity and capacity to raise borrowed capital; the investor’s financial-commercial proposal (prices/fees of public products and services; state capital invested in construction of infrastructure works/systems; payment made to state budget or contract term, fulfillment of requirements regarding the PPP project implementation progress, quality and investment efficiency); determine the sharing ratios of increased revenue or revenue reduction with the investor/project enterprise (if any); rights, obligations and responsibilities of the parties to the contract to perform tasks of the project; other necessary contents (if any).

4. In case a substitute investor should be selected as prescribed in point b clause 1 Article 39 of the PPP Law, procedures for direct appointment of investor shall be carried out as follows:

a) The contracting authority shall cooperate with the lender to identify a substitute investor;

b) The contracting authority, the lender, and the replaced investor (if any) shall negotiate with the substitute investor on the inheritance of rights, obligations, and responsibilities under the project contract and other necessary matters to ensure continuity in the provision of public products and services;

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

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

Section 4. INVESTOR SELECTION IN SPECIAL CIRCUMSTANCES

Article 57. Projects applying investor selection in special circumstances

Projects applying investor selection in special circumstances are those prescribed in clause 1 Article 40 of the PPP Law, including:

1. Projects that have specific requirements regarding protection of national interests, performance of national political tasks as prescribed in point a clause 1 Article 40 of the PPP Law are those executed according to the resolutions, conclusions, or directives of the Central Executive Committee of the Communist Party of Vietnam (CPV), the Poliburo, the Secretariat, or key leaders of the CPV and the State of Vietnam.

2. Projects prescribed in point b clause 1 Article 40 of the PPP Law are those in strategic fields, or key or nationally significant development investment projects in the field of science, technology and innovation with specific requirements regarding order placement or assignment of tasks.

3. Projects having specific requirements regarding investment procedures, investor selection procedures, or other specific requirements as prescribed in point c clause 1 Article 40 of the PPP Law include:

a) Projects that have urgent requirements and must be immediately executed in order to be completed by the deadline required under the Government’s Resolutions, Decisions, Directives or written notifications given by the Government’s leaders, Resolutions of the CPV Executive Committees of provinces or central-affiliated cities, written notifications or conclusions given by the Standing Committees of provinces or central-affiliated cities, or Resolutions of the provincial-level People’s Councils;

b) Projects that must be immediately executed in order to ensure connection and synchronization of technical infrastructure among the project’s works under the Resolutions of the National Assembly or the Government, or Decisions, Directives or written notifications given by the Government’s leaders, so as to meet requirements concerning efficient management, uniform and uninterrupted operation and use of works;

c) Projects on construction of nuclear power plants as prescribed by the law on atomic energy;

d) Projects in fields/sectors serving achievement of social order and safety objectives as prescribed in the law on public investment;

dd) Offshore wind power projects as prescribed in the law on electricity, the implementation requirements of which cannot be satisfied if the project is executed adopting one of the investor selection methods prescribed in Articles 37, 38 and 39 of the PPP Law;

e) Projects having other specific requirements which cannot be satisfied if the project is executed adopting one of the investor selection methods prescribed in Articles 37, 38 and 39 of the PPP Law.

Article 58. Procedures for investor selection in special circumstances

1. For a project subject to investment policy decision requirement:

a) During the preparation of the pre-feasibility study report or the investment policy report, the project preparation unit or the investor proposing the project shall propose application of the investor selection in special circumstances as prescribed in Article 57 of this Decree and propose the investor qualified to execute the project (if any);

b) If a project falling under the authority to issue investment policy decision delegated to the National Assembly, the Prime Minister, or a provincial-level People’s Council, after the investment policy decision has been issued, the competent authority shall assign its affiliated agency, organization or unit (hereinafter referred to as “specialized agency”) to consider carrying out evaluation of the investor’s financial capacity and fulfillment of conditions for project execution according to the approved investment policy. Contents of evaluation are specified in point d of this clause. Based on the evaluation report submitted by the specialized agency, the competent authority shall decide the investor selected in special circumstances;

c) If a project falling under the authority to issue investment policy decision delegated to a Minister, head of central-government authority or other authority, or provincial-level People’s Committee, the competent authority shall assign the PPP project preparation unit to consider carrying out evaluation of the investor’s financial capacity and fulfillment of conditions for project execution as prescribed in point d of this clause during the appraisal of the pre-feasibility study report or the investment policy report. The relevant Minister, head of central-government authority or other authority, or provincial-level People’s Committee shall consider issuing an investment policy decision concurrently with the approval of the investor selected in special circumstances;

d) Evaluation of the investor’s financial capacity and fulfillment of conditions for project execution as prescribed in point b or point c of this clause shall include the following contents: the investor’s equity arrangement capacity and capacity to raise borrowed capital as prescribed in points a and b clause 2 Article 41 of this Decree; capacity to implement the plan for construction, commercial operation or use, and management of works according to the project’s investment policy, fulfill implementation progress, quality and efficiency requirements or other specific requirements of the project, and other requirements imposed by the competent authority;

dd) The selected investor shall organize preparation of the feasibility study report or the construction investment technical-economic report which must be accompanied with the investor’s capacity profile and draft contract. The competent authority organizes appraisal of feasibility study report, and approval of the project and the draft contract.

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

a) During the preparation of the feasibility study report or the construction investment technical-economic report, the project preparation unit or the investor proposing the project shall propose application of the investor selection in special circumstances as prescribed in Article 57 of this Decree and propose the investor qualified to execute the project (if any), and also submit the draft contract;

b) The competent authority shall assign the PPP project preparation unit to consider carrying out evaluation of the investor’s financial capacity and fulfillment of conditions for project execution as prescribed in point d clause 1 of this Article during appraisal of the feasibility study report or the construction investment technical-economic report;

c) The competent authority shall consider giving approval of the project concurrently with the approval of the investor selected in special circumstances and the draft contract.

3. Based on the decision on approval of the project and the draft contract as prescribed in clause 1 or clause 2 of this Article, the procuring entity shall organize the negotiation and finalization of the contract with the selected investor which includes the following contents:

a) Negotiation on the investor’s financial-commercial proposal, including: prices/fees of public products and services; state capital invested in construction of infrastructure works/systems; payment made to state budget or contract term, and fulfillment of requirements concerning the PPP project implementation progress, quality and investment efficiency;

b) Negotiation on determination of the sharing ratios of increased revenue or revenue reduction with the investor/project enterprise (if any);

c) Negotiation on other contents concerning the project in order to establish grounds for stipulating rights, obligations and responsibilities in the contract;

d) Other necessary contents (if any).

4. Based on the contract negotiation and finalization result, the signing of the PPP project contract with the investor/project enterprise (if any) shall be carried out according to Article 53 of this Decree. If the contract negotiation and finalization conducted with the investor is unsuccessful, the procuring entity shall request the competent authority to consider issuing a decision on bid cancellation as prescribed in point a clause 1 Article 34 of the PPP Law.

5. For any of the projects prescribed in clause 1 Article 57 or point a or b clause 3 Article 57 of this Decree, under the project approval decision, the competent authority shall assign the investor to organize construction of the PPP project’s works concurrently with the negotiation, finalization, and signing of the contract.

6. If specific requirements, as prescribed in Article 57 of this Decree, arise after the competent authority has issued an investment policy decision or project approval, the competent authority shall decide to carry out the investor selection in special circumstances and approve the selected investor in accordance with the procedures specified in point b clause 1 of this Article.

7. If the project implementation requirements cannot be satisfied while following the procedures prescribed in clauses 1, 2, 3, 4, 5, and 6 of this Article, during the project preparation, the project preparation unit shall develop a plan for investor selection in special circumstances and submit it to the competent authority to consider giving approval under the investment policy decision or project approval decision, ensuring that a qualified investor is selected to execute the PPP project in a manner that meets the requirements concerning the project implementation progress, quality and investment efficiency.

Section 5. SETTLEMENT OF PETITIONS ARISING FROM INVESTOR SELECTION ACTIVITIES

Article 59. Conditions for settlement of petitions

1. In order to be put into consideration, petitions for review of the issues that arise before the disclosure of investor selection result must meet the following conditions:

a) Petitions for review of bidding documents may be submitted by authorities or organizations having interests in the project; petitions for review of other issues concerning the investor selection process shall only be filed by investors participating in the bidding;

b) The petition must bear signature and seal (if any) of the lawful representative of the investor, agency or organization submitting the petition (“petitioner”) or be digitally signed using an approved account and submitted on VNEPS according to the roadmap for online investor selection;

c) The petition must be submitted to the procuring entity/the competent authority within the time limit prescribed in clause 1 Article 60 of this Decree.

2. In order to be put into consideration, petitions for review of the investor selection result must meet the following conditions:

a) The petition must be filed by the investor participating in the bidding;

b) The petition must bear signature and seal (if any) of the petitioner’s lawful representative or be digitally signed using an approved account and submitted on VNEPS according to the roadmap for online investor selection;

c) The issue in the petition has not been included in any other lawsuit, complaint or denunciation filed by the petitioner;

d) The issue in the petition must directly concern the bid evaluation results;

dd) The petition settlement fee is paid by the petitioner to the standing unit of the Chairperson of the Advisory Board in charge of settling petitions (hereinafter referred to as “standing unit”). Within 03 working days from its receipt of an investor’s petition, the standing unit shall notify the investor in writing of the petition settlement fee and payment method. The investor shall pay the required petition settlement fee within 02 working days from its receipt of the notice from the standing unit. The investor’s failure to pay the required petition settlement fee shall render its petition ineligible for consideration.

The required petition settlement fee shall be equal to 0,02% of total investment of the project, but not less than VND 20.000.000 and not more than VND 200.000.000;

e) The petition must be submitted to the competent authority/standing unit within the time limit prescribed in clause 2 Article 60 of this Decree.

3. The person in charge of settling the petition shall inform the petitioner in writing in case their petition is rejected because the conditions specified in Clauses 1 and 2 of this Article are not fulfilled.

Article 60. Petition settlement procedures

1. Settlement of petitions for review of issues that arise before the investor selection result is published shall be carried out according to the following procedures:

a) A petition for review of issues concerning the bidding documents must be submitted to the procuring entity before the bid closing time. A petition for review of other issues concerning the investor selection process must be sent to the procuring entity before the investor selection result is published;

b) The procuring entity shall send a written response to the petitioner within 07 working days from its receipt of the petition;

c) In case where the procuring entity fails to give a written response indicating the petition settlement results or the petitioner disagrees with the petition settlement results, the petitioner shall have the right to send the petition to the competent authority within 05 working days from the deadline for giving such response or from its receipt of such response indicating the petition settlement results from the procuring entity;

d) The competent authority shall send a written response indicating the petition settlement results to the petitioner within 07 working days from its receipt of the petition.

2. Settlement of petitions for review of investor selection results shall be carried out according to the following procedures:

a) The investor (petitioner) shall send its petition to the procuring entity within 10 days from the day on which the investor selection result is published on VNEPS.

b) The procuring entity shall send a written response indicating the petition settlement results to the petitioner within 07 working days from its receipt of the petition;

c) In case the petitioner disagrees with the petition settlement results or does not receive any response from the procuring entity upon the expiration of the time limit specified in point b of this clause, the petitioner shall be entitled to send its petition to the standing unit of the Advisory Board in charge of settling petitions (“Advisory Board”) prescribed in clause 1 Article 61 of this Decree within 05 working days from the prescribed deadline for petition settlement or from the day on which the petitioner receives a response indicating petition settlement results;

d) The Advisory Board shall consider the petition within 20 days, and submit a report on the petition to the competent authority to seek its decision;

dd) The competent authority must issue a written response to the petition for review of the investor selection results within 05 working days from its receipt of the Advisory Board’s report;

e) Where necessary, the Advisory Board may request the competent authority to consider suspending the signing or performance of contract. If the request of the Advisory Board is accepted, within 05 working days from its receipt of the Advisory Board’s report, the competent authority shall provide the procuring entity with a written notice of suspension of contract signing or performance in which the suspension duration must be clearly stated.

3. The written response indicating the petition settlement results shall be sent to the petitioner within 05 working days from the day on which it is given by the procuring entity/competent authority. Such a response must include conclusions on the issues of the petition. To be specific:

a) If the petition is found to be true, such response must indicate the remedial measures and implementation time limit (if any);

b) If the petition is found to be false, such response must indicate detailed explanations.

4. If the petitioner disagrees with the written response indicating petition settlement results given by the procuring entity, the competent authority or Advisory Board, the petitioner shall be entitled to initiate Court proceedings.

5. A petition may be withdrawn during its settlement process. A written request for withdrawal of the petition must bear the signature and seal (if any) of the investor’s lawful representative or person competent to sign the letter of bid.

Article 61. Composition, responsibilities and operation of Advisory Boards in charge of settling petitions

1. Advisory Boards and their standing units:

a) The Advisory Board established by the Minister of Finance of Vietnam shall take charge of settling the petitions at the request of the Prime Minister;

b) Advisory Boards established by Ministers, heads of central government authorities or other authorities shall take charge of settling the petitions concerning the projects for which such Ministries, central government authorities or other authorities act as competent authorities. Agencies or units assigned to manage bidding activities of Ministries, central government authorities or other authorities shall be standing units of these Advisory Boards;

c) Advisory Boards established by Chairpersons of provincial-level People’s Committees shall take charge of settling the petitions concerning the projects for which provincial-level People’s Committees act as competent authorities; provincial-level Departments of Finance shall be standing units of these Advisory Boards;

d) Advisory Boards established by the competent authorities prescribed in clause 2 Article 6 of this Decree shall take charge of settling the petitions concerning the projects for which they act as competent authorities. Agencies, organizations or units of or affiliated to such competent authorities shall be standing units of these Advisory Boards.

2. Composition of an Advisory Board:

a) An Advisory Board is composed of a Chairperson, Deputy Chairperson(s) (if deemed necessary), standing unit, representatives of relevant authorities, and representatives of trade associations, experts and/or scientists (if any);

b) The Chairperson of the Advisory Board specified in point a clause 1 of this Article is a representative of the Ministry of Finance of Vietnam. The Chairperson of the Advisory Board specified in point b clause 1 of this Article is a representative of its affiliated unit tasked with managing bidding activities. The Chairperson of the Advisory Board specified in point c clause 1 of this Article is a representative of the relevant provincial-level Department of Finance. The Chairperson of the Advisory Board specified in point d clause 1 of this Article is the head of the relevant competent authority specified in clause 2 Article 6 of this Decree;

c) None of the members of an Advisory Board shall be a family relative, as defined in the Law on Enterprises, of the petitioner, any member of the expert team or investor selection appraisal unit or the person whose signature appears on the decision on approval of investor selection result.

3. Operation of an Advisory Board:

a) An Advisory Board shall be established within 05 working days from the day on which its standing unit receives an investor’s petition as prescribed in point c clause 2 Article 60 of this Decree;

b) The Advisory Board shall work on a case-by-case basis, on the principle of collectives under the direction of its Chairperson, and make decision under the majority rule. All members shall have their opinions recorded and shall take legal responsibility for their opinions;

c) The Advisory Board shall have the right to request the investor, procuring entity and relevant individuals, authorities, organizations, and units to provide information concerning the project and other information necessary for performing its tasks;

d) The Advisory Board shall automatically dissolve upon completion of its tasks.

Chapter IV

PPP PROJECT CONTRACTS

Article 62. Basic contents of PPP project contracts

1. A PPP project contract shall, inter alia, contain the following information:

a) Objectives, scale, location and implementation progress of the project; time and duration of construction of infrastructure works/systems; the effective date of the contract; contract term;

b) Scope of and requirements concerning engineering, technology and quality of the infrastructure works/systems, supplied public products and/or services;

c) Total investment; structure of funds; financial plan, including the financial arrangement plan; public product and service prices/fees, including methods and formulas for setting or adjusting them; state capital invested in the PPP project, and the corresponding form of management and use (if any);

d) Conditions for use of land and other natural resources; plans to organize the construction of auxiliary works; requirements for compensation, support and resettlement; assurance of safety and environmental protection; force majeure cases and plans for response to force majeure events;

dd) Responsibilities for carrying out licensing procedures according to regulations of relevant laws; design; organization of construction; quality inspection, supervision and management at the construction phase; acceptance testing, settlement of investment capital and confirmation of the completion of infrastructure works/systems; provision of main input materials used for production and business activities of the project;

e) Responsibilities for the operation and commercial use of infrastructure works/systems so that public products and services are provided in a continuous and stable manner; conditions, order and procedures for transfer of infrastructure works/systems;

g) Performance security; rights of ownership, management, and exploitation of assets related to the project; rights and obligations of the investor/PPP project enterprise; agreements on use of a third-party guarantee service with respect to the obligations of the contracting authority;

h) Plans for response to the circumstances substantially changing in accordance with civil law to continue to perform the contract; response, compensation and punitive measures in case one of the contracting parties breaches the contract;

i) Responsibilities of parties related to information security; reporting regime; provision of information, related documents and explanation about the contract performance at the request of competent authorities, inspection, examination, audit and supervision authorities;

k) Principles and conditions for modification and early termination of the contract; transfer of rights and obligations of the parties; the lender’s rights; procedures, rights and obligations of the parties upon contract liquidation;

l) Investment incentives, guarantees, plans to share the revenue increase and reduction, assurance of balancing of foreign currencies, types of insurance (if any); laws governing the contract and dispute resolution mechanism;

m) Determination of authorities involved in performance of the project contract and responsibilities of the parties to cooperate with these authorities;

n) Supervision mechanism as prescribed in Article 72 of this Decree.

2. A standard form of PPP project contract is made according to guidelines in Appendix III enclosed herewith.

Article 63. Termination of PPP project contract upon expiry of agreed-upon contract term

1. The contracting authority and the investor/PPP project enterprise shall follow procedures for terminating the PPP project contract upon expiry of the agreed-upon contract term, which shall serve as the basis for liquidation of the contract.

2. At least 01 year before the date of termination of the PPP project contract upon expiry of the agreed-upon contract term, the contracting authority and the investor/PPP project enterprise shall perform the following tasks:

a) Verify discharged obligations and responsibilities of the parties for the tasks to be completed within such 01-year period;

b) Reach an agreement on the mechanism for cooperation in completing procedures for transfer of the infrastructure works/systems as prescribed in Article 68 of this Decree (for PPP projects subject to such transfer procedures); principles and conditions for transfer of cleared land areas (for projects applying BOO contract); conditions for transfer of the infrastructure works/systems (for projects applying O&M contract);

c) Reach an agreement on the plan for transfer of technology, employees and documents on infrastructure works/systems serving commercial operation and maintenance of infrastructure works/systems to the contracting authority or the agency or entity assigned to take charge of commercial operation and maintenance of infrastructure works/systems;

d) Reach an agreement on tasks to be performed to ensure continuity and quality of the provision of public products and services, including the requirement that the PPP project enterprise shall maintain provision of public products and services until the time when the assigned agency or entity as prescribed in clause 4 of this Article receives transfer of infrastructure works/systems;

dd) Perform other necessary tasks as agreed in the PPP project contract.

3. Written agreements on the tasks specified in clause 2 of this Article must be made and signed by the parties to the contract.

4. Based on the written agreements specified in clause 2 of this Article, the contracting authority shall submit a report requesting the competent authority to:

a) Assign an agency or entity to take charge of receipt of transferred infrastructure works/systems for carrying out commercial operation and maintenance in a manner that ensures satisfaction of the conditions set out in clause 2 Article 67 of this Decree. The competent authority shall submit reports on any matters falling beyond its competence to the Prime Minister to seek his consideration and decision.

b) Request the assigned agency or entity as mentioned in point a of this clause prepare funding and other resources necessary for receipt, commercial operation, and maintenance of the infrastructure works/systems.

Article 64. Early termination of PPP project contracts

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

a) One of the parties to the contract shall send a written request for early termination of the PPP project contract, in which the grounds for such early termination must be clearly stated;

b) The parties shall reach an agreement on conditions for early termination of the PPP project contract;

c) The parties shall follow the contract liquidation procedures as prescribed in Article 68 of the PPP Law.

2. The agreement mentioned in point b clause 1 of this Article shall be made in writing and contain the following primary information:

a) Grounds for early termination of the contract which must be conformable with clause 2 Article 52 of the PPP Law;

b) Outstanding obligations of the parties, including obligations related to transfer of infrastructure works/systems;

c) Tasks to be performed to ensure continuity and quality of provision of public products and services after termination of the contract;

d) Provisions on limitation of civil liability and/or exemption from civil liability of either party;

dd) Time limit for the parties to take remedial measures; proposed plan for covering costs incurred from early termination of the contract; hiring of an independent auditing organization (where necessary) in case the investor/PPP project enterprise is entitled to payment of compensation and costs associated with early termination; submission of request to the State Audit Office for audit of compensation and costs associated with early termination prior to making payments to the investor/PPP project enterprise;

e) Other necessary contents as prescribed by the civil law and the PPP project contract.

3. The parties shall have the right to unilaterally carry out early termination of the PPP project contract if one of the parties commits a serious breach of contractual obligations as prescribed in point d clause 2 Article 52 of the PPP Law.

4. Where a PPP project contract is terminated before expiry of its term and it is necessary to select a substitute investor, the contracting authority shall send a notification requesting the lender to cooperate in determining a qualified investor proposed for direct appointment as the substitute investor. Direct appointment of the substitute investor shall comply with provisions of clause 4 Article 56 of this Decree.

5. In case of early termination of a PPP project contract where selection of a substitute investor is unsuccessful, the following provisions shall apply:

a) If the early termination of contract occurs during the construction of the project and the public investment capital is required to serve the construction of the remaining works of the project, the competent authority shall request the authority of appropriate jurisdiction as prescribed in clause 2 Article 93 and clause 3 Article 94 of the PPP Law to consider terminating the PPP project contract.

Written permission for termination of the PPP project contract is also the document indicating termination of implementation of the PPP investment policy. The competent authority shall consider making a decision on preparation of the project funded by public investment capital according to point a clause 6a Article 52 of the PPP Law;

b) If the early termination of contract occurs during the commercial operation of the project, the competent authority shall follow provisions of point b clause 6a Article 52 of the PPP Law, and organize management, commercial operation and maintenance of infrastructure works/systems until an agency or entity is assigned to receive transfer of such infrastructure works/systems as prescribed in clause 2 Article 67 and point dd clause 1 Article 68 of this Decree.

6. The contracting authority shall organize safety assurance tasks and inspection of the works in order to promptly detect signs of deterioration or damage, serving as the basis for management, commercial operation and maintenance of the infrastructure works/systems, thereby ensuring uninterrupted provision of public products and services.

Article 65. Compensation and costs associated with early termination of contract

1. A PPP project contract must specify the parties’ responsibility to make payment, the formula or method for determination of compensation and costs associated with early termination of the contract in the cases prescribed in clauses 2, 2a and 2b Article 52 of the PPP Law.

2. Procedures and funding for repurchase of the PPP project enterprise shall comply with regulations of law on management and use of state capital invested in manufacturing and business operations of enterprises.

3. After the parties reach an agreement on conditions for early termination of the project contract, the contracting authority shall submit a report requesting the competent authority to make decision on payment of costs associated with early termination of the contract; method, amount and sources of funding for making payments to the investor/project enterprise if the State is responsible for such payments.

Chapter V

CERTIFICATION OF COMPLETION OF INFRASTRUCTURE WORKS AND SYSTEMS, AND TRANSFER THEREOF

Article 66. Certification of completion of infrastructure works and systems

1. The contracting authority and the project enterprise shall reach an agreement on procedures and required documents for certification of completion of the infrastructure works/systems which must be included in the project contract.

2. In case the project is divided into phases or items of the infrastructure work/system that are eligible for acceptance testing and independent operation, the competent authority may certify completion by each phase or item. Documents serving certification of completion of the infrastructure works/systems as prescribed in clause 1 of this Article shall be prepared for each corresponding phase or item.

3. Where it is necessary to conduct inspection of quality of infrastructure works/systems, the contracting authority may hire a quality inspection consultant in accordance with clause 3 Article 59 of the PPP Law.

4. Where a PPP project includes sub-project(s) using public investment capital as prescribed in point a clause 5 Article 70 of the PPP Law, payment for completed works or work items of the subproject shall be made according to the schedule, value and quantities completed as agreed upon in the project contract between the contracting authority and the investor/the PPP project enterprise.

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

1. Unless early termination of the PPP project contract occurs as prescribed in Article 64 of this Decree, the transfer of the infrastructure works/systems of a PPP project shall be received only if the PPP project enterprise fully complies with and meets the following principles and conditions:

a) Construction of the infrastructure works/systems conforms to relevant technical regulations and standards as prescribed by the law on construction and other relevant laws, and complies with the project contract;

b) The infrastructure works/systems of the PPP project are not pledged, mortgaged, or subject to any other restrictions on ownership;

c) The functions, capacity and quality of the infrastructure works/systems, at the time of transfer, fully meet the engineering, technological, and quality requirements specified in the project contract, and are eligible for continued use in accordance with law;

d) Transfer and receipt of the infrastructure works/systems shall not affect the quality or continuity of provision of public products and services.

2. The contracting authority shall submit a report requesting the competent authority to assign an agency or entity with sufficient competence and resources to carry out commercial operation and maintenance of the infrastructure works/systems, provided that the transfer must be completed within the time limit prescribed by law and the project contract, and shall not affect the quality or continuity of provision of public products and services.

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

1. For a PPP project applying BOT or BLT contract:

a) At least 01 year before termination of the PPP project contract upon expiry of the agreed-upon contract term, the PPP project enterprise must publish the transfer of the infrastructure works/systems, procedures and time limit for liquidation of the contract and payment of debts on newspapers; at the same time, it must send an application for transfer of infrastructure works/systems as prescribed in clause 1 Article 69 of this Decree to the contracting authority;

b) Within 30 days from its receipt of the application for transfer, the contracting authority shall play the leading role and cooperate with the specialized agency in charge of property management, finance authority and other relevant authorities (where necessary) in organizing inspection of quality, value, and actual conditions of the infrastructure works/systems according to the principles and conditions agreed in the PPP project contract; compiling the list of assets to be transferred; making a record of defects (if any) of assets for which the PPP project enterprise is required to carry out repair or maintenance; in case the infrastructure works/systems meet requirements, the contracting authority shall sign the record of receipt of transfer of assets, and submit a report requesting the competent authority to assign an agency or entity to take charge of commercial operation and maintenance of the infrastructure works/systems in accordance with clause 4 Article 63 of this Decree;

c) The contracting authority shall request the State Audit Office to conduct an audit of the value of the PPP project’s assets as a basis for recording an increase in assets in accordance with the law on management and use of public property;

d) At least 30 days before termination of the PPP project contract upon expiry of the agreed-upon contract term, the contracting authority shall prepare and submit an application to the competent authority for issuance of a decision on establishment of all-people ownership; prepare and submit an asset disposal plan to the competent authority for approval in accordance with the law on management and use of public property;

dd) The assigned agency or entity shall receive and carry out commercial operation and maintenance of the infrastructure works/systems in accordance with regulations.

2. For a PPP project applying BTO or BTL contract:

a) Where the infrastructure works/systems are eligible for certification of completion in accordance with provisions of Article 66 of this Decree, the PPP project enterprise shall also send an application for transfer of the infrastructure works/systems to the contracting authority;

b) The contracting authority shall sign the record of receipt of transfer of assets, and prepare and submit an application to the competent authority for issuance of a decision on establishment of all-people ownership in accordance with the law on management and use of public property;

c) The PPP project enterprise shall take charge of management and commercial operation of the infrastructure works/systems under terms and conditions of the project contract;

d) At least 01 year before termination of the project contract as prescribed in the contract, the PPP project enterprise must publish the transfer of assets, and time limit for liquidation of the contract and payment of debts on newspapers; at the same time, it must send a written request for transfer of infrastructure works/systems to the contracting authority;

dd) Within 30 days from its receipt of the written request, the contracting authority shall play the leading role and cooperate with the specialized agency in charge of property management, finance authority and other relevant authorities (where necessary) in performing the tasks prescribed in points b and c clause 1 of this Article;

e) At least 30 days before termination of the PPP project contract upon expiry of the agreed-upon contract term, the contracting authority shall cooperate with the agency or entity assigned to take charge of commercial operation and maintenance of the infrastructure works/systems in performing the tasks prescribed in points d and dd clause 1 of this Article.

3. For a project applying O&M contract:

a) Based on the project approval decision and the PPP project contract, the contracting authority shall play the leading role and cooperate with the specialized agency in charge of property management, finance authority and other relevant authorities (where necessary) in transferring assets to the investor/PPP project enterprise. A record of such transfer must be made in accordance with the law on management and use of public property and other relevant laws;

b) The investor/PPP project enterprise shall manage, use, maintain, and do accounting for the assets invested by the State, and ensure that they meet quality and technical standards in accordance with the law on construction and other relevant laws until they are transferred to the contracting authority;

c) The contracting authority shall play the leading role and cooperate with the specialized agency in charge of property management in monitoring, inspecting and supervising the investor/PPP project enterprise in performing the tasks specified in point b of this clause until the investor/PPP project enterprise transfers assets to the contracting authority;

d) The transfer and receipt of infrastructure works/systems between the investor/PPP project enterprise and the contracting authority shall comply with clause 1 of this Article.

4. For a project applying BT contract without payment requirements:

a) If, upon acceptance testing, the infrastructure works/systems are considered eligible for commercial operation in accordance with the law on construction, the investor or PPP project enterprise (if any) shall send a written request for transfer accompanied by an application for transfer of the infrastructure works/systems to the contracting authority;

b) The contracting authority shall sign the record of receipt of transfer of assets, and prepare and submit an application to the competent authority for issuance of a decision on establishment of all-people ownership in accordance with the law on management and use of public property, and assignment of an agency or entity to take charge of commercial operation and maintenance of the infrastructure works/systems;

c) Within 30 days from its receipt of the written request, the contracting authority shall play the leading role and cooperate with the specialized agency in charge of property management, finance authority and other relevant authorities (where necessary) in performing the tasks prescribed in point b clause 1 of this Article;

d) At least 30 days before termination of the PPP project contract upon expiry of the agreed-upon contract term, the contracting authority shall cooperate with the agency or entity assigned to take charge of commercial operation and maintenance of the infrastructure works/systems in performing the tasks prescribed in point c clause 1 of this Article;

dd) After a decision on establishment of all-people ownership is issued in accordance with the law on management and use of public property, the assigned agency or entity shall manage, and carry out commercial operation and maintenance of the infrastructure works/systems in a manner that ensures the continuity and quality in provision of public products and services.

5. Where one or some parts or items of the infrastructure works/systems of a PPP project must be transferred as prescribed by law, the PPP project enterprise shall carry out such transfer according to corresponding provisions in clause 1, 2 or 4 of this Article.

Article 69. Application for transfer of infrastructure works and systems

1. An application for transfer of the infrastructure works/systems for a PPP project applying BOT or BLT contract shall include:

a) An application form for transfer of infrastructure works/systems;

b) The competent authority’s written approval of acceptance testing results certifying that the infrastructure works/systems are eligible for commercial operation in accordance with the law on construction;

c) A report on compliance with principles and conditions for transfer and receipt of infrastructure works/systems prescribed in Article 67 of this Decree;

d) Other documents as prescribed in the contract.

2. For a PPP project applying BTO or BTL contract, the project enterprise shall be required to include the report on compliance with principles and conditions for transfer and receipt of infrastructure works/systems prescribed in Article 67 of this Decree in the application for certification of completion of infrastructure works/systems.

3. For a PPP applying BT contract without payment requirements, an application for transfer of infrastructure works/systems shall include the documents specified in points a and d clause 1 of this Article.

Chapter VI

STATE MANAGEMENT OF PPP INVESTMENTS

Section 1. EXAMINATION AND SUPERVISION OF PPP INVESTMENTS

Article 70. Purposes, authority, forms and methods of examination of PPP investments

1. Examination of PPP investments shall be conducted to ensure that requirements regarding the objectives, schedules, efficiency and quality of projects are satisfied; to provide guidance and support to investors/PPP project enterprises, competent authorities and contracting authorities in addressing difficulties that may arise during project implementation; and to promptly detect, prevent and handle violations against the PPP Law.

2. Authority to conduct examination:

a) The Ministry of Finance shall organize examination of PPP investments at Ministries, central-government authorities, other authorities, and local governments within the ambit of its functions and competence or at the request of the Prime Minister;

b) Supervisory authorities in specific fields/sectors shall conduct examination of PPP investments with respect to projects under their management;

c) For projects subject to approval given by Ministers, heads of central government authorities or other authorities or projects in which such Ministers/heads delegate their affiliated agencies, organizations or units to act as competent authorities, such Ministers/heads shall assign agencies, organizations or units in charge of managing PPP investments to conduct examination of PPP investments;

d) For projects subject to approval given by Chairpersons of provincial-level People’s Committees or projects in which People’s Committees delegate their affiliated agencies, organizations or units to act as competent authorities, Directors of provincial-level Departments of Finance shall organize examination of PPP investments within their provinces or cities.

3. Forms and methods of examination:

Examination of PPP investments shall be conducted under approved periodic examination plans or on an ad hoc basis upon occurrence of any difficulties or petitions and by means of on-site examination or examination of submitted reports.

Article 71. Contents of examination

1. Contents of a periodic examination:

a) Leadership and direction in the implementation of PPP investments;

b) Preparations for investment in and selection of investors for PPP projects;

c) Implementation of PPP projects in terms of their objectives, scope, schedule, quality, and efficiency as defined in investment policy decisions, project approval decisions, and PPP project contracts.

2. Contents of ad-hoc examination: Based on the requirements of the ad-hoc examination and the examination decision, the Head of the examination team shall determine the specific contents of the examination.

3. An examination conclusion report must be produced upon completion of each examination. The examining authority shall be responsible for monitoring the remediation of deficiencies (if any) stated in the examination conclusion report. If any violation is detected, proposed actions against the violation shall be included in the report or the case shall be referred to a competent inspection or investigation authority for consideration in accordance with regulations.

4. The Ministry of Finance shall elaborate this Article.

Article 72. Supervision of PPP investments

1. State regulatory authorities in charge of PPP investments, specialized authorities, competent authorities, and contracting authorities shall carry out supervision of PPP investments in accordance with the Government’s regulations on investment supervision and evaluation.

2. In addition to the supervision responsibilities prescribed in clause 1 of this Article, contracting authorities shall be responsible for managing and supervising the quality of infrastructure works/systems during construction as prescribed in clause 2 Article 59 of the PPP Law, and supervising the quality of public products and services provided by investors/PPP project enterprises as prescribed in clauses 2 and 3 Article 66 of the PPP Law, ensuring that investors/PPP project enterprises fulfill their obligations and responsibilities under the signed contracts, and meet the requirements regarding schedule, quality, and investment efficiency of projects.

Section 2. ACTIONS AGAINST VIOLATIONS

Article 73. Bid cancellation, bid suspension, annulment of investor selection results or declaration of invalidity of decisions of competent authorities, contracting authorities or procuring entities

1. Bid cancellation is a measure employed to handle violations against regulations of the PPP Law and other relevant laws committed by organizations and/or individuals participating in investor selection. Competent authorities shall consider making bid cancellation decisions in the cases specified in Article 34 of the PPP Law.

2. Bid suspension means temporary suspension of the bidding process which is applied before the investor selection result is approved when any organization or individual participating in the investor selection shows signs of violations against regulations of the PPP Law or any other relevant law, resulting in failure to achieve the objectives of the investor selection.

3. Annulment of investor selection results means a measure to annul the investor selection results which is applied within the period from the date of approval of the investor selection results until before the contract signing date, when there is evidence that an organization or individual participating in the investor selection has committed violations against regulations of the PPP Law or any other relevant law, resulting in failure to ensure competitiveness, fairness, transparency, and economic efficiency, or falsified investor selection results.

4. Declaration of invalidity is a measure to annul decisions issued by competent authorities, contracting authorities, or procuring entities that are found inconsistent with the PPP Law and other relevant laws.

Article 74. Prohibition from participation in PPP investments

1. Depending on the severity of violations, any organizations or individuals committing violations, including individuals put under the control of procuring entities, expert teams, and investor selection appraisal units, shall be prohibited from participation in PPP investments:

a) From 06 months to 01 year for any of the violations prescribed in clauses 4 and 5 Article 10 of the PPP Law;

b) From 01 year to 03 years for any of the violations prescribed in clauses 7, 8 and 12 Article 10 of the PPP Law; or

c) From 03 years to 05 years for any of the violations prescribed in clauses 3, 6, 9, 10 and 11 Article 10 of the PPP Law.

2. For a consortium investor, prohibition from participation in PPP investments as prescribed in clause 1 of this Article shall apply as follows:

a) Only the consortium member that commits any of the violations prescribed in clauses 4, 5, 7, 11 and 12 Article 10 of the PPP Law shall be prohibited;

b) If one or some members of the consortium commit a violation other than that prescribed in point a of this clause, all consortium members shall be prohibited.

3. The prescriptive period for imposing the penalty that is prohibition from participation in PPP investments as prescribed in clause 1 of this Article is 10 years from the occurrence of the violation.

4. Ministry, central government authority, other authority or provincial-level People’s Committee shall consider issuing a decision on prohibition from participation in bidding within scope of their management within 15 days from its receipt of any of the following documents:

a) A written request which is made by the procuring entity or agency delegated to act as the competent authority as prescribed in clause 2 Article 6 of this Decree and accompanied by documentary evidences of the violation;

b) Recommendations included in the examination/inspection record of an inspection agency or examination team, or audit report of the state audit office;

c) Petition settlement results given by the Advisory Board;

d) Other documents indicating the violation given by regulatory authorities.

5. A decision on prohibition from participation in bidding shall, inter alia, include:

a) Name of the violating entity;

b) Details of violations, legal grounds for imposing penalties and corresponding prohibition period for each violation; total prohibition period (if 02 or more violations are committed); scope of prohibition;

c) Validity period of the decision.

Section 3. OTHER ISSUES

Article 75. Handling of situations arising during PPP project implementation

1. After receiving a project proposal from an investor, if the competent authority continues to receive other project proposals which have the same objectives and implementation site, and are consistent with the project planning, the competent authority shall consider taking the following actions:

a) If the competent authority receives another project proposal within 10 days from its receipt of the first one, it shall assign its affiliated agency, unit, or organization to consider developing criteria regarding project selection conditions as prescribed in clause 1 Article 26 of the PPP Law; the technical and financial feasibility of the project; the socio-economic efficiency of the project; and the investor’s capacity for project preparation in order to select the most feasible and effective project proposal;

b) Any project proposal submitted beyond the time limit specified in point a of this clause shall be rejected and returned intact to the investor.

2. For competitive bidding, if fewer than 03 bids are received, the procuring entity shall submit a report requesting the competent authority to consider handling the situation adopting any of the following options:

a) Give permission to carry out bid opening for evaluation immediately;

b) Give permission for extension of the bid closing time while reviewing and modifying the bidding documents (if necessary). If the bidding documents are modified, investors are entitled to modify, replace, or withdraw their submitted bids.

3. For a project applying competitive bidding, if no bid is received at the bid closing time, the procuring entity shall submit a report requesting the competent authority to consider handling the situation adopting any of the following options:

a) Give permission for extension of the bid closing time for up to 30 days;

b) Issue a decision on cancellation of the invitation to bid, while reviewing and modifying the feasibility study report/construction investment economic-technical report (if necessary), and the bidding documents, and reorganizing the investor selection;

c) Issue a decision on cancellation of the invitation to bid.

4. For competitive negotiation, if at the bid closing time the number of bids received is fewer than the one approved in the shortlist, the procuring entity shall submit a report requesting the competent authority to consider handling the situation adopting any of the following options:

a) Give permission to carry out bid opening for evaluation immediately;

b) Give permission for extension of the bid closing time while reviewing and modifying the bidding documents (if necessary). If the bidding documents are modified, investors are entitled to modify, replace, or withdraw their submitted bids.

5. If an investor wishes to submit a bid with the legal status and name other than those specified in the shortlist, it must send a written notice of such changes to the procuring entity at least 07 working days before bid closing date. The procuring entity shall send a report requesting the competent authority to consider making decision to approve such changes in legal status and name of the investor.

6. If shortlisted investors submit a request for approval to form a consortium to participate in bidding, the competent authority shall consider approving such request on the basis of ensuring competition, transparency, and efficiency.

7. If all technically responsive investors that are included in the list of ranked investors propose prices/fees of public products and services and/or amounts of state capital invested in construction of infrastructure works/systems higher than the values determined in the approved feasibility study report or construction investment economic-technical report, the procuring entity shall submit a report requesting the competent authority to consider handling the situation adopting any of the following options:

a) Permit such investors to resubmit financial-commercial proposals;

b) Permit such investors to resubmit financial-commercial proposals while reviewing the prices/fees of public products and services, and state capital amounts invested in construction of infrastructure works/systems as determined in the feasibility study report or construction investment economic-technical report (if necessary).

8. Upon completion of financial-commercial evaluation, if all investors are equally ranked and have equivalent experience in implementing similar projects, the investor that achieves the highest technical score shall be ranked first.

9. If the bidding documents are found to have information inconsistent with the PPP Law and/or other relevant laws, leading to unclear or different interpretations during the bid evaluation or potentially distorting the investor selection result, the procuring entity shall submit a report requesting the competent authority to consider handling the situation according to the following steps:

a) Make modifications to the bidding documents to ensure their consistency with the investment policy decision, project approval decision, the PPP Law, and relevant laws;

b) Notify all investors that have submitted bids of such modifications to the bidding documents and request them to submit additional bids for modified contents or other contents of their bids affected by such modifications to the bidding documents (where necessary);

c) Organize re-evaluation of bids.

10. At the time of signing of contract, if the successful investor no longer meets technical and/or financial capacity requirements, the next-ranked investor shall be invited to the contract negotiation and finalization. In this case, the investor invited to the contract negotiation and finalization shall be required to restore the validity of its bid and bid security if its bid has expired and its bid security has been returned or released.

11. In case there are changes in holding ratios of equity of a consortium investor that wins the bid but has not yet signed the project contract or the signed project contract is not yet effective, the procuring entity shall evaluate and provide updated information on the investor’s capacity as prescribed in clause 1 Article 49 of the PPP Law in order to ensure that the requirements regarding the investor’s capacity and the minimum holding of equity of each consortium member are satisfied as prescribed in clause 1 Article 42 of the PPP Law. After the investor’s capacity information has been updated, the procuring entity shall request the competent authority to consider making decision to follow subsequent procedures as prescribed.

12. If a partner proposed by the investor in its bid is unable to engage in the contract performance as a result of force majeure events, the investor may replace another partner whose capacity must be substantially equal to or better than the partner originally proposed in its bid, provided that such replacement shall not affect any of the proposals in its bid.

13. If a request for termination of the project implementation is made after the investment policy decision or project approval decision has been issued or if a bid cancellation decision is issued due to failure to select a qualified investor, the competent authority shall submit a report requesting the authority that has issued the investment policy decision to consider making a decision to terminate implementation of the PPP investment policy.

14. If the negotiation with the investor/employer of a project that has been determined by the competent authority in a separate instrument or decision to approve planning/plan fails resulting in no contract signed, the competent authority shall submit a report requesting the authority of appropriate jurisdiction to consider issuing a decision on termination of the project implementation. In this case, payment of costs and/or compensation shall be made according to the agreement between the parties (if any) and regulations of law.

15. If the termination of the project implementation occurs as prescribed in clause 13 or 14 of this Article and the project needs to be converted to another investment form, procedures for investment policy decision and approval shall be carried out in accordance with the relevant laws applicable to such investment form.

16. Apart from the abovementioned cases, competent authorities shall consider making decisions to handle other situations arising during the investor selection on the basis of ensuring such objectives of the investor selection as competition, fairness, transparency, and efficiency.

Article 76. Responsibility to handle situations

1. Competent authorities shall make decisions to handle situations specified in clauses 1, 2, 3, 4, 5, 6, 7, 9, 11, 12, 13, 14, 15 and 16 Article 75 of this Decree.

2. Procuring entities shall make decisions to handle situations specified in clauses 8 and 10 Article 75 of this Decree.

Article 77. Retention of documents concerning PPP investments

1. Competent authorities shall organize retention of documents concerning the following activities:

a) Submission, appraisal, making of decisions (if any) on investment policies for PPP projects, and making of decisions on modifications thereto (if any);

b) Submission, appraisal, making of decisions on approval of PPP projects, and making of decisions on modifications thereto (if any);

c) Conduct of surveys on interests of investors and lenders (if any);

d) Signing of PPP project contracts and appendixes thereto (if any);

dd) Disbursement of state capital invested in PPP projects (if any);

e) Settlement of costs of investment in infrastructure works and systems;

g) Contract liquidation and transfer of project’s assets;

h) Other activities as prescribed in project contracts.

2. Procuring entities shall organize retention of documents concerning the following activities:

a) Submission, appraisal and making of decisions on approval of bidding documents and clarifications thereto;

b) Evaluation, clarifications (if any) of bids;

c) Submission, appraisal, approval of investor selection results.

3. Retention period:

a) The documents specified in points a, b, c, dd, e, h clause 1 and clause 2 of this Article shall be retained for at least 05 years after liquidation of the PPP project contract;

b) The documents specified in points d and g clause 1 of this Article shall be retained for at least 10 years after liquidation of the PPP project contract.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 78. Amendments to clause 2 Article 15 of Government’s Decree No. 175/2024/ND-CP dated December 30, 2024 elaborating and providing measures for implementation of Law on Construction regarding management of construction activities

“2. Appraisal councils or units in charge of appraisal of PPP projects shall conduct appraisal of feasibility study reports/construction investment economic-technical reports for PPP projects in accordance with regulations of the PPP Law, and consolidate appraisal results given by specialized construction agencies as prescribed in this Decree.”.

Article 79. Addition of clause 3b following clause 3 Article 51 of Government’s Decree No. 165/2024/ND-CP elaborating Law on Road and Article 77 of Law on Road Traffic Order and Safety

“3b. In case of an expressway project applying direct appointment of investor, the investor shall be required to propose the transfer price of the rights to operate the roadside station (if any) during the contract negotiation and finalization according to the following principles:

a) The transfer price of the rights to operate the roadside station is the average of payments to the state budget as specified in decisions approving investor selection results of 03 similar projects of the project in question in terms of operating duration and scale of the roadside station. A similar project means a project implemented in the same provincial-level administrative division as the project in question or in adjacent provinces, with investor selection results obtained within 02 years prior to the project approval date. Where no such projects exist, the project located nearest to the site of the project in question shall be taken into account, and the reference period shall be decided by the competent authority.

b) The transfer price of the rights to operate the roadside station specified in point a of this clause shall be paid as a one-time payment to the state budget or reflected in the updated financial plan as a reduction of the toll collection period.”.

Article 80. Transitional provisions under PPP Law

1. If the investment policy for a PPP project has been approved by a competent authority (in a separate instrument or decision to approve planning/plan) or the project proposal has been approved before January 01, 2021, and there are changes in the PP project’s objectives, location, scale or type of contract, or there is an increase by 10% or more in total investment or an increase in the state capital invested in the PPP project as prescribed at points a, b, and c clause 1 Article 18 of the PPP Law, modifications shall be made as follows:

a) The authority competent to make modification decision is the one competent to make decision on the investment policy of the project as prescribed in the PPP Law (as amended by the Law No. 90/2025/QH15) and this Decree;

b) Modification procedures shall be followed as prescribed in the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15) and this Decree.

2. If a pre-feasibility study report or modified pre-feasibility study report for a PPP project has been prepared but, by July 01, 2025, has not been submitted for appraisal, or an Appraisal Board has not been established, or an Appraisal Board has been established but not yet commenced appraisal tasks, the project shall be subject to transitional provisions in point a clause 2 Article 10 of Law No. 90/2025/QH15.

3. If the investment policy decision for a PPP project has been issued by a competent authority and the preparation of feasibility study report is in progress but, by July 01, 2025, it has not been submitted for approval, subsequent procedures under the PPP Law (as amended by the Law No. 90/2025/QH15) and this Decree shall be followed. If an Appraisal Board has been established, one of the following transitional options shall be adopted:

a) Continue assigning the Appraisal Board to appraise the feasibility study report. Procedures and contents of appraisal shall comply with the PPP Law (as amended by the Law No. 90/2025/QH15) and this Decree;

b) Dissolve the Appraisal Board and assign an affiliated agency or unit to appraise the feasibility study report in accordance with this Decree.

4. If the investment policy decision for a PPP project applying high or new technology has been issued by a competent authority that has also decided to carry out the investor selection applying competitive negotiation method but, by July 01, 2025, the invitation for negotiation has not been issued, one of the following transitional options shall be adopted:

a) Continue complying with the investment policy decision and following the competitive negotiation procedures as prescribed in the PPP Law (as amended by the Law No. 90/2025/QH15) and this Decree. The selected investor shall prepare and submit the feasibility study report to the competent authority for appraisal and approval of the project in accordance with corresponding provisions of clause 6 Article 26 of this Decree, serving as the basis for negotiation, finalization, signing, and disclosure of the project contract as prescribed in the PPP Law (as amended by the Law No. 90/2025/QH15) and this Decree;

b) Organize preparation and appraisal of the feasibility study report, and project approval in order to carry out the investor selection as prescribed in the PPP Law (as amended by the Law No. 90/2025/QH15) and this Decree.

5. If the investment policy decision for a PPP project and project approval been issued by a competent authority but, by July 01, 2025, the bidding documents have not been issued, or the bidding documents have been issued but no qualified investor has been selected, one of the following transitional options shall be adopted:

a) Continue complying with the investment policy decision and project approval decision;

b) Review and modify the investment policy or feasibility study report (including updating the investor selection method) in accordance with the PPP Law (as amended in the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15) and this Decree. The authority competent to make modification decision/approval is the one competent to make decision on the investment policy/give the project approval as prescribed in the PPP Law (as amended by the Law No. 90/2025/QH15) and this Decree.

6. If the survey on interests of investors and lenders for a PPP project has been conducted but, by July 01, 2025, the project approval has not yet been given, the feasibility study report shall be updated (including determination of the investor selection method) and procedures for appraisal of the feasibility study report/project approval shall be carried out according to the PPP Law (as amended by the Law No. 90/2025/QH15) and this Decree.

7. If the bidding documents for a PPP project have been issued before July 01, 2025 and the bid opening has taken place before the effective date of this Decree, the investor selection shall continue to be conducted according to the issued bidding documents. The contract negotiation, finalization and signing shall be carried out in accordance with the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15) and this Decree.

8. If the bidding documents for a PPP project have been issued before July 01, 2025 but, by the effective date of this Decree, the bid closing has not taken place, the competent authority shall consider and decide to adopt one of the following three transitional options:

a) Continue to carry out the bid opening and follow provisions of clause 7 of this Article;

b) Cancel the invitation to bid and follow provisions of point b clause 5 of this Article;

c) Cancel the invitation to bid and modify the bidding documents as prescribed in the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15) and this Decree.

9. If the bid opening has taken place but, by July 01, 2025, the investor selection result has not been approved, the procuring entity shall be responsible for submission, appraisal and approval of the investor selection result based on the received bids and the issued bidding documents. Submission, appraisal and approval of the investor selection result, and negotiation, finalization and signing of the project contract shall be carried out in accordance with the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15) and this Decree, and shall not result in any modification of the approved investment policy and feasibility study report.

10. If the investor selection result for a PPP project has been approved but, by July 01, 2025, the contract negotiation, finalization and signing have not been conducted, the contracting authority shall organize the contract negotiation, finalization and signing based on the approved investor selection result, the bid, the issued bidding documents, and the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15) and this Decree, ensuring that such contract negotiation, finalization and signing shall not result in any modification of the approved investment policy and feasibility study report, except the case prescribed in clause 11 of this Article.

11. If the investor selection result for a PPP project has been approved, or the investor has been determined by the competent authority in accordance with regulations of law in force in each period before January 01, 2021 but, by July 01, 2025, procedures for signing the PPP project contract have not been completed, the negotiation, finalization and signing of the project contract shall be carried out following the procedures prescribed in the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15) and this Decree, and shall not result in any modification of the approved investment policy and feasibility study report. The negotiation, finalization and signing of the project contract shall be conducted on the basis of:

a) The bid/proposal, and the bidding documents/request for proposals for the PPP project for which the investor selection has been conducted in accordance with regulations of the Law on Bidding;

b) The commitment or written approval given by the Government, the Prime Minister or relevant Ministry, regulatory authority or provincial-level People’s Committee for investment incentives and guarantee and other contents concerning the project implementation as prescribed by laws in force at the time of issuance of such commitment or approval;

c) The initialed project contract or the signed investment agreement as prescribed by regulations of law in force at the time of initialing or signing. In this case, the parties shall agree on whether to renegotiate the contents of the initialed project contract or the signed investment agreement.

12. Projects granted investment registration certificates shall continue to be implemented according to such certificates. Where modification of the investment policy or modification of the project is required, the parties shall modify the investment policy, the project and the project contract in conformity with the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15), this Decree and relevant laws without following procedures for modifying the issued investment registration certificate. If the modified project contract contains provisions different from those of the granted investment registration certificate, the parties shall comply with the modified project contract and assume legal responsibility for such modifications.

13. PPP project contracts signed before January 01, 2021 shall still remain valid. For any modification of contents of the project contract which is deemed necessary but for which regulations of law in force at the time of contract conclusion are not available, or any modification of the project contract which is deemed necessary to ensure the efficiency of the project, the parties to the contract may reach an agreement on making such modification in accordance with provisions of the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15), this Decree and relevant laws in force at the time of modification.

14. PPP project contracts signed according to provisions of the PPP Law (as amended by the Law No. 57/2024/QH15), and Decree No. 35/2021/ND-CP (as amended by Decree No. 71/2025/ND-CP) within the period from January 01, 2021 to before the effective date of this Decree shall still remain valid. If any modification of the project contract leads to changes in the objectives, location, size and/or type of PPP project contract, or an increase in total investment by 10% or more, or an increase in the value of state capital invested in the PPP project, procedures for modification of the investment policy shall be completed as prescribed in the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15) and this Decree before modifying the project contract.

15. From July 01, 2025 to the effective date of this Decree, the implementation of PPP projects shall comply with the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15) and Decree No. 35/2021/ND-CP (as amended by Decree No. 71/2025/ND-CP), and relevant guidelines which are still conformable with provisions of the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15).

16. Pending the entry into force of the guidelines for this Decree, relevant organizations and individuals may apply the guidelines on the PPP Law (as amended by the Law No. 57/2024/QH15) for modifying relevant applications and documents during PPP project implementation and investor selection in conformity with the PPP Law (as amended by the Law No. 57/2024/QH15 and the Law No. 90/2025/QH15) and this Decree.

17. For projects under the jurisdiction of agencies, organizations or units subject to rearrangement of administrative units, the agencies, organizations or units established after such rearrangement shall receive applications and documents related to project preparation, investor selection and project contract signing for further implementation of the project; inherit all rights, obligations and responsibilities of the agencies, organizations or units before the rearrangement as defined in the project contracts, and, where necessary, shall modify project contracts to ensure normal, continuous and uninterrupted implementation of the project and the project contract.

Article 81. Effect

1. This Decree comes into force from the day on which it is signed.

2. From the date of entry into force of this Decree, the Government’s Decree No. 35/2021/ND-CP dated March 29, 2021 shall cease to have effect, except those provisions of Article 90 and clauses 12, 13, 14, 15, 16 Article 91 of the Decree No. 35/2021/ND-CP.

3. The Government’s Decree No. 71/2025/ND-CP dated March 28, 2025 providing amendments to the Government’s Decree No. 35/2021/ND-CP dated March 29, 2021 is abrogated.

4. Article 8 of the Government’s Decree No. 125/2025/ND-CP dated June 11, 2025 on determination of powers of 02-level local governments in fields under state management of the Ministry of Finance is abrogated.

Article 82. Responsibility for implementation

1. The Ministry of Finance shall:

a) Perform the functions of an authority vested with powers to manage PPP investments at the central level, take responsibility to the Government for the state management of PPP investment nationwide;

b) Play the leading role in providing guidance on document forms used in investor selection, management and use of funding for covering costs associated with the investor selection; organizing annual consolidation and assessment of the implementation of PPP projects nationwide; implementing the mechanism for sharing of increased revenues/revenue reductions of projects subject to investment policy decisions issued by the National Assembly, the Prime Minister, Ministers, heads of central government authorities or other authorities;

c) Provide guidance on other provisions of this Decree necessary to serve state management of PPP investments.

2. The Ministry of Construction of Vietnam shall provide guidance on norms of costs of preparation of PPP projects.

3. Where necessary, Ministries and ministerial agencies shall, depending on specific conditions (if any) of the fields/sectors under their management, provide guidance on the contents relating to socio-economic efficiency criteria, investors’ return on equity, quality assessment indicators, depreciation periods of infrastructure works/systems in pre-feasibility study reports/feasibility study reports; contents of project contracts and other necessary contents.

In the absence of such guidance as prescribed in this clause, competent authorities shall organize project preparation, investor selection, signing and performance of PPP project contracts in accordance with the PPP Law, this Decree and relevant laws.

4. Ministers, heads of ministerial agencies, heads of Governmental agencies, and Chairpersons of provincial-level People’s Committees shall, within the ambit of their functions and powers, assume responsibility for provision of guidance on and implementation of this Decree.