Circular No. 38/2015/TT-BCT detailing certain contents regarding public-private partnership (PPP) investment projects under the management of the Ministry of Industry and Trade

CIRCULAR

Detailed regulations on certain contents regarding investment

under the public-private partnership (PPP) model within the scope of management

of the Ministry of Industry and Trade

Pursuant to Decree No. 95/2012/NĐ-CP dated November 12, 2012, of the Government, detailing the functions, tasks, powers, and organizational structure of the Ministry of Industry and Trade;

Pursuant to Decree No. 15/2015/NĐ-CP dated February 14, 2015 of the Government on public-private partnership investment;

Pursuant to Decree No. 30/2015/NĐ-CP dated March 17, 2015 of the Government guiding the implementation of the Law on Bidding concerning the selection of investors;

At the proposal of the Director of the Planning Department,

The Minister of Industry and Trade promulgates detailed regulations on certain contents regarding investment under the public-private partnership model within the scope of management of the Ministry of Industry and Trade.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

Thông tư này quy định chi tiết khoản 4 Điều 38 Luật Thủy sản số 18/2017/QH14 đã được sửa đổi, bổ sung tại điểm c khoản 21 Điều 14 Luật số 146/2025/QH15.

This Circular stipulates detailed regulations on the field of investment, procedures and supervision of projects invested under the public-private partnership (hereinafter referred to as PPP) model within the scope of management of the Ministry of Industry and Trade.

Projects of thermal power plants invested under the Build-Operate-Transfer contract form are not within the scope of adjustment of this Circular.

Thông tư này áp dụng đối với tổ chức, cá nhân có liên quan đến hoạt động kinh doanh đối tượng thủy sản nuôi chủ lực trên lãnh thổ Việt Nam.

This Circular applies to organizations and individuals participating in or related to activities of investment under the public-private partnership model.

Article 2. Interpretation of Terms

In this Circular, the following terms shall be understood as follows:

1. Sectoral and field management units are units assisting the Minister of Industry and Trade in performing state management functions; or public service units serving the state management functions of the Ministry of Industry and Trade as prescribed in Article 3 of Decree No. 95/2012/NĐ-CP dated November 12, 2012 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Industry and Trade.

2. Project proposer unit is one of the following units:

a) For projects proposed by the Ministry of Industry and Trade: The project proposer unit is the sectoral and field management unit or a public service unit directly under the Ministry of Industry and Trade.

b) For projects proposed by investors: The project proposer unit is the investor.

3. Unit preparing feasibility study report is one of the following units:

a) For projects proposed by the Ministry of Industry and Trade: The unit preparing the feasibility study report is the sectoral and field management units or public service units directly under the Ministry of Industry and Trade.

b) For projects proposed by investors: The unit preparing the feasibility study report is the investor.

4The unit reviewing project proposals and feasibility study reports (hereinafter referred to as the review unit) is the unit assigned by the Minister of Industry and Trade to lead the review or the Review Board.

Article 3. Fields of investment under the management of the Ministry of Industry and Trade

Projects for construction, renovation, operation, business, and management of infrastructure works, provision of equipment or public services in the following fields:

1. Power plants (including projects using new energy sources and renewable energy); transmission lines.

2. Infrastructure construction works for commerce

a) Markets;

b) Shopping centers, supermarkets;

c) Exhibition and trade fair centers;

d) Logistics centers;

e) Warehouses.

3. Other projects as prescribed in Clause 1, Article 4 of Decree No. 15/2015/NĐ-CP dated February 14, 2015 of the Government on investment under the public-private partnership model (hereinafter referred to as Decree No. 15/2015/NĐ-CP) within the scope of management of the Ministry of Industry and Trade.

Article 4. Responsibilities of the leading unit managing PPP activities

1. Drafting and disseminating policies and legal normative documents on investment under the public-private partnership model.

2. Drafting and implementing plans for investment development of infrastructure, provision of equipment or services under the public-private partnership model.

3. Promoting investment in announced projects.

4. Organizing the review of project proposals and feasibility study reports.

5. Announcing approved project proposals.

6. Preparing the State's investment capital plan for project implementation.

7. Monitoring, evaluating, and summarizing the implementation situation of projects.

8. Other tasks as decided by the Minister of Industry and Trade.

Article 5. Establishing the State Investment Plan to Participate in Project Implementation

1. Industry management units, sector management units, and public service establishments under the Ministry of Industry and Trade shall establish the State investment plan to participate in project implementation in accordance with Article 5 and Article 13 of Decree No. 15/2015/NĐ-CP and submit it to the lead unit managing PPP activities for the Minister of Industry and Trade to consolidate within the five-year mid-term public investment plan for the entire industry.

2. Based on the assigned mid-term public investment plan and the results of the feasibility study report approval or project proposal (for Group C projects), industry management units, sector management units, and public service establishments under the Ministry of Industry and Trade shall establish the State investment plan to participate in project implementation and submit it to the lead unit managing PPP activities before July 15 each year for consolidation in the public investment plan for the following year.

3. Based on the decision allocating the development investment capital from the state budget over five years and annually, the Minister of Industry and Trade shall issue the list and amount of capital allocated for each project.

Article 6. Appraisal Board

1. The Minister of Industry and Trade shall establish an Appraisal Board to conduct appraisals of project proposals and feasibility study reports for Group A and Group B projects.

2. Depending on the nature and scale of the project, the Minister of Industry and Trade shall decide on the composition of the Appraisal Board and the unit responsible for the ongoing tasks of the Appraisal Board.

Chapter II

 ESTABLISHING, APPRAISING, APPROVING AND ANNOUNCING PROJECTS

Section 1

 PROJECTS PROPOSED BY THE MINISTRY OF INDUSTRY AND TRADE

Article 7. Conditions for Selecting Projects

Projects proposed by the Ministry of Industry and Trade within the investment sectors specified in Article 3 of this Circular must meet the conditions stipulated in Clause 1 of Article 15 of Decree No. 15/2015/NĐ-CP, specifically:

1. Compliance with approved industrial and trade sector development master plans and plans;

2. Possess the ability to attract and accept commercial capital, technology, and management experience from investors;

3. Possess the ability to continuously and stably provide products and services that meet quality requirements;

4. Have a total investment capital of 20 billion VND or more, except for projects implemented under Business-Management Contracts.

Article 8. Project Proposal Documents

Two sets of project proposal documents shall be prepared, including:

1. A document requesting the appraisal of the project proposal;

2. The project proposal. The content of the project proposal must comply with the provisions of Clause 2 and Clause 3 of Article 16 of Decree No. 15/2015/NĐ-CP.

Article 9. Appraisal and Approval of Project Proposals

1. The proposing unit shall submit the project proposal documents to the lead unit managing PPP activities.

2. Within three working days from the date of receipt of the documents, the lead unit managing PPP activities shall check the documents and request additional information if the documents are incomplete or invalid.

3. Within twenty working days from the date of receipt of complete and valid documents, the appraisal unit shall organize the appraisal of the project proposal.

In cases where the project uses state investment capital, based on the planned capital amount and sources, the proposing unit shall prepare the documents for approval of the state investment capital usage proposal in accordance with Clause 3 of Article 17 of Decree No. 15/2015/NĐ-CP and submit them to the Minister of Industry and Trade for decision.

4. Within five working days from the date of the appraisal conclusion, the lead unit managing PPP activities shall submit the project proposal for approval by the Minister of Industry and Trade. If the appraisal conclusion does not approve the project proposal, the lead unit managing PPP activities shall notify the proposing unit in writing and specify the reasons.

Section 2

PROJECTS PROPOSED BY INVESTORS

Article 10. Conditions for selecting projects

Projects proposed by investors in the investment fields specified in Article 3 of this Circular that are to be implemented under the public-private partnership model must meet the conditions stipulated in Clause 2 of Article 20 of Decree No. 15/2015/NĐ-CP of the Government, specifically:

1. Compliance with approved industrial and trade sector development master plans and plans;

2. Possess the ability to attract and accept commercial capital, technology, and management experience from investors;

3. Possess the ability to continuously and stably provide products and services that meet quality requirements;

4. Having a total investment capital of 20 billion VND or more, except for projects invested under a Business-Management Contract;

5. State-owned enterprises acting as investors must form a consortium with other enterprises to propose the project.

Article 11. Project proposal dossier

Two sets of project proposal documents shall be prepared, including:

1. A document requesting the appraisal of the project proposal;

2. Project proposal. The content of the project proposal must comply with the provisions of Clauses 2 and 3 of Article 16 of Decree No. 15/2015/NĐ-CP of the Government;

3. Documents confirming the legal status, capacity, and experience of the investor;

4. Experience in implementing similar projects (if any);

5. Other necessary documents to explain the project proposal (if any).

Article 12. Review and approval of project proposals

1. In the case of projects belonging to Group C scale

a) Investors submit the project proposal to the lead unit managing PPP activities.

b) Within five working days from the date of receipt of the dossier, the lead unit managing PPP activities will check the dossier and request the investor to supplement it if it is incomplete or invalid.

c) Within twenty working days from the date of receipt of a complete and valid dossier, the lead unit managing PPP activities will organize the review of the project proposal.

d) Within five working days from the date of the review conclusion, the lead unit managing PPP activities will submit to the Minister of Industry and Trade for approval. If the review conclusion does not approve the project proposal, the lead unit managing PPP activities will notify the proposing investor in writing and specify the reasons.

2. In the case of projects belonging to Groups A and B scale:

a) Investors submit the project proposal to the lead unit managing PPP activities.

b) Within five working days, the lead unit managing PPP activities will check the dossier and request the investor to supplement it if it is incomplete or invalid.

c) Within twenty working days from the date of receipt of a complete and valid dossier, the review unit will organize the review of the project proposal.

d) Within five working days from the date of the review conclusion, the lead unit managing PPP activities will submit to the Minister of Industry and Trade for approval. If the review conclusion does not approve the project proposal, the lead unit managing PPP activities will notify the proposing investor in writing and specify the reasons.

Article 13. Announcement of projects

1. Within seven working days from the date the project proposal is approved, the lead unit managing PPP activities will compile and announce the approved project proposals on the Ministry of Industry and Trade's electronic portal and inform the Ministry of Planning and Investment to announce them on the national bidding system.

2. The content of the announced project shall be carried out in accordance with the provisions of Clause 2 of Article 18 of Decree No. 15/2015/NĐ-CP.

Chapter III

PREPARATION, REVIEW AND APPROVAL

FEASIBILITY STUDY REPORT

Article 14. Preparation of feasibility study report

1. For projects proposed by the Ministry of Industry and Trade, based on the decision approving the project proposal, the proposing unit is responsible for organizing the preparation or selecting a consulting organization with sufficient capacity and experience to prepare the feasibility study report of the project.

The procedures and processes for selecting consultants to prepare the feasibility study report shall be carried out in accordance with the laws on bidding.

2. For projects proposed by investors, based on the decision approving the project proposal, the Ministry of Industry and Trade assigns the investor to prepare the feasibility study report.

The terms of agreement between the Ministry of Industry and Trade and the investor preparing the feasibility study report shall be carried out in accordance with the provisions of Clause 3 of Article 24 of Decree No. 15/2015/NĐ-CP.

Article 15. Contents of the Feasibility Study Report

1. The basic contents of the Feasibility Study Report as prescribed in Article 25 of Decree No. 15/2015/NĐ-CP.

2. Based on the objectives and nature of the project, the parties may agree on other contents provided that they do not contravene the provisions of Decree No. 15/2015/NĐ-CP, this Circular, and relevant laws.

Article 16. Documents for reviewing the feasibility study report

Two sets of documents for reviewing the feasibility study report shall include:

1. Request for review of the feasibility study report.

2. Feasibility study report.

3. Copy of the approval decision on the project proposal.

4. Copy of the decision approving the project proposal.

5. Relevant documents and legal texts.

Article 17. Review and Approval of the Feasibility Study Report for Group A and Group B Projects

1. The entity preparing the feasibility study report shall submit the documents for review to the lead unit managing PPP activities.

2. Within five working days from the date of receipt of the documents, the lead unit managing PPP activities shall examine the documents and request the entity preparing the feasibility study report to supplement them if they are incomplete or invalid.

3. Within three working days from the date of receipt of complete and valid documents, the lead unit managing PPP activities shall submit to the Minister of Industry and Trade for a decision to establish the Review Board.

4. Within thirty working days from the date of establishment of the Review Board, the Review Board shall organize the review of the feasibility study report for Group A projects.

Within twenty working days from the date of establishment of the Review Board, the Review Board shall organize the review of the feasibility study report for Group B projects.

For projects with construction components, the permanent members of the Review Board shall seek opinions on the basic design from the competent state management agency in accordance with the Construction Law.

5. The review content shall be carried out in accordance with Clause 3 of Article 26 of Decree No. 15/2015/NĐ-CP.

6. Within two working days from the date of conclusion of the review of the feasibility study report, the permanent members of the Review Board shall submit to the Minister of Industry and Trade for approval.

Article 18. Amendment of the Feasibility Study Report

1. The feasibility study report shall be amended when one of the cases prescribed in Clause 1 of Article 28 of Decree No. 15/2015/NĐ-CP occurs.

2. The procedures for reviewing and approving amendments to the feasibility study report shall be carried out in accordance with Article 17 of this Circular.

Chapter IV

SELECTION OF INVESTORS

Article 19. Preparation, Review, and Approval of Tender Invitation Documents and Preliminary Selection Results

1. The sectoral management unit shall organize the preparation or selection of consulting organizations with sufficient capacity and experience to prepare tender invitation documents for preliminary selection of investors in accordance with the law on bidding.

2. The contents of the tender invitation documents shall comply with Clause 1 of Article 17 of Decree No. 30/2015/NĐ-CP dated March 17, 2015, guiding the implementation of the Law on Bidding regarding the selection of investors (hereinafter referred to as Decree No. 30/2015/NĐ-CP).

3. The entity reviewing the feasibility study report shall conduct a review of the tender invitation documents in accordance with Point b of Clause 1 of Article 82 of Decree No. 30/2015/NĐ-CP.

4. The entity reviewing the feasibility study report shall conduct a review of the preliminary selection results in accordance with Point b of Clause 3 of Article 84 of Decree No. 30/2015/NĐ-CP.

Article 20. Preparation of Investment Selection Plan

1. The unit preparing the feasibility study report shall organize or select a consulting organization with sufficient capacity and relevant experience to prepare the investment selection plan for approval by the Minister of Industry and Trade.

2. Documents for Approval

Two sets of documents for approval shall be submitted, including:

a) A document requesting approval, summarizing the implementation process. The content of the investment selection plan shall comply with the provisions of Article 23 of Decree No. 30/2015/NĐ-CP.

b) Supporting documents.

Article 21. Examination and Approval of Investment Selection Plan

1. The unit examining the feasibility study report shall examine the investment selection plan according to Point a Clause 1 of Article 24 of Decree No. 30/2015/NĐ-CP;

2. The examination unit shall submit the investment selection plan for approval by the Minister of Industry and Trade according to Point a Clause 3 of Article 84 of Decree No. 30/2015/NĐ-CP.

Article 22. Preparation, Examination, and Approval of Tender Documents and Request for Proposal

1. The unit preparing the feasibility study report shall organize or select a consulting organization with sufficient capacity and relevant experience to prepare tender documents and request for proposal.

2. The examination unit shall organize the examination of tender documents and request for proposal, submitting them for approval by the Minister of Industry and Trade.

3. Approval of List of Investors Meeting Technical Requirements

a) The examination unit shall examine the list of investors meeting technical requirements according to Point b Clause 3 of Article 83 of Decree No. 30/2015/NĐ-CP;

b) The Minister of Industry and Trade shall approve the list of investors meeting technical requirements according to Point b Clause 3 of Article 84 of Decree No. 30/2015/NĐ-CP.

Article 23. Examination and Approval of Investment Selection Results

The examination unit shall be responsible for examining the results of investment selection according to Point b Clause 4 of Article 83 of Decree No. 30/2015/NĐ-CP, and at the same time prepare an examination report according to Point c Clause 4 of Article 83 of Decree No. 30/2015/NĐ-CP.

Chapter V

SIGNING INVESTMENT AGREEMENTS AND PROJECT CONTRACTS

Article 24. Negotiation of Project Contract with Selected Investor

1. Based on the results of investment selection as stipulated in Article 23 of this Circular, the sector management unit, leading the coordination with the main unit managing PPP activities and related units, shall negotiate and finalize the project contract with the selected investor.

2. The negotiation and finalization of the contract contents shall be carried out according to Clause 2 of Article 43 of Decree No. 30/2015/NĐ-CP.

Article 25. Contents of the Contract

The basic contents of the project contract shall be implemented according to Article 32 of Decree No. 15/2015/NĐ-CP.

Depending on the specific nature of each project, the parties may agree on other contents provided that they do not contravene the provisions of Decree No. 15/2015/NĐ-CP, this Circular, and other related documents.

The documents accompanying the project contract include annexes to the contract, materials, and papers confirming or detailing the contents of the project contract, which are integral parts of the project contract.

Article 26. Signing of Investment Agreement

After concluding negotiations on the contents of the project contract, the leading sector management unit negotiating shall prepare a report on the negotiation results along with a draft investment agreement document. The investment agreement content shall be prepared according to Clause 2 of Article 30 of Decree No. 15/2015/NĐ-CP, submitted for the Minister of Industry and Trade's decision to sign the investment agreement. The Ministry of Industry and Trade shall organize the signing of the investment agreement with the investor.

Article 27. Signing Contracts

The signing of project contracts for Group B and Group C projects shall be carried out by delegation from the Minister of Industry and Trade.

Chapter VI

SUPERVISION OF PROJECT IMPLEMENTATION

Article 28. Supervision of Contract Implementation

1. For Group B and Group C projects, the Minister of Industry and Trade delegates units under its jurisdiction to supervise the implementation of project contracts. In cases where necessary, the delegated unit may hire consulting organizations with sufficient capacity to assist in supervising the implementation of project contracts. The cost of hiring consultants shall be agreed upon in the project contract.

2. For Group A projects, the Ministry of Industry and Trade may delegate units under its jurisdiction to supervise the implementation of project contracts or hire consultants to supervise the implementation of project contracts if necessary. The cost of hiring consultants shall be agreed upon in the project contract.

Article 29. Quality Control Supervision

1. The supervision of construction quality for projects implemented under the Public-Private Partnership (PPP) model shall be conducted in accordance with Clause 1 of Article 48 of Decree No. 15/2015/NĐ-CP and related legal documents.

2. The lead unit managing PPP activities shall propose and submit to the Minister of Industry and Trade for approval the annual plan and composition of the Quality Control Supervision Team.

3. When there is doubt about quality or when requested by state agencies, the Ministry of Industry and Trade shall delegate the lead unit managing PPP activities to organize inspections of construction quality components, construction items, and the entire construction project.

Chapter VII

REPORTING SYSTEM

Article 30. Reporting Obligations of Investors

1. Investors implementing projects under the Public-Private Partnership model must comply with periodic and ad hoc reporting requirements as stipulated by law, and also report according to the provisions of Clauses 2 and 3 of this Article.

2. Periodic Reports

a) Every six months, before July 10 and December 10 each year, investors and project enterprises shall prepare reports to be submitted to the lead unit managing PPP activities and relevant sector management units.

b) Investors implementing projects under the Public-Private Partnership model shall prepare and submit to the Ministry of Industry and Trade various types of monitoring and evaluation reports on investment projects as prescribed by laws on monitoring and evaluating investments.

c) The content of the report must clearly reflect the progress of work up to the reporting date (disbursement progress, implementation progress of construction items...); existing issues, arising problems, and proposed solutions; planned deployment schedule.

3. Ad Hoc Reports

a) In case of force majeure such as natural disasters or fires, investors have the responsibility to promptly report to the Ministry of Industry and Trade and competent state management agencies.

b) Investors are obligated to report, provide documentation, or explain matters related to their operations as required by competent state management agencies.

Article 31. Reporting Obligations of Sector Management Units and Public Service Organizations

Every six months, before July 10 and February 10 each year, sector management units shall submit reports to the lead unit managing PPP activities regarding the implementation status of projects and investment capital data for projects directly managed by these units as principal investors.

Chapter IX

IMPLEMENTING PROVISIONS

Article 32. Implementation Organization

1. The Planning Department is the lead unit managing PPP activities of the Ministry of Industry and Trade, responsible for overseeing, urging, and inspecting the implementation of this Circular.

2. Heads of agencies and units shall organize the implementation of this Circular and propose appropriate forms of public-private partnership projects suitable for the operational conditions of their agencies and units.

Article 33. Effective Date

1. This Circular takes effect from December 15, 2015.

2. During the implementation period, if there are any difficulties encountered by organizations and individuals participating in activities related to PPP projects, they should send their opinions to the Ministry of Industry and Trade (Planning Department) for timely guidance./.