Laws of Vietnam

DECREE No.77-CP OF JUNE 18, 1997 PROMULGATING THE REGULATION ON INVESTMENT IN THE FORM OF BUILD-OPERATE-TRANSFER (B.O.T) CONTRACT APPLICABLE TO DOMESTIC INVESTMENT

THE GOVERNMENT

DECREES:

Article 1.- To promulgate together with this Decree the "Regulation on Investment in the Form of Build-Operate-Transfer (B.O.T) Contract applicable to the domestic investment.

Article 2.- This Decree takes effect 15 days after its signing. The earlier stipulations which are contrary to this Decree are now annulled.

Article 3.- The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the People’s Committees of the provinces and cities directly under the Central Government shall have to implement this Decree.

On behalf of the Government

Prime Minister

Chapter I

GENERAL PROVISIONS

Article 1.- Interpretation of terms:

1. A Build-Operate-Transfer (B.O.T.) project is an investment project for the construction of a works which is managed and operates for business; the collection of service charges on its use is estimated to recover the capital and gain profits within a period; upon the expiry of the contract, such works shall be transferred to the State for further management and use without reimbursement.

2. A B.O.T. enterprise is an owner of investment that manages the construction and operation of one or more B.O.T. projects.

A B.O.T. enterprise may be an enterprise that has been lawfully established and is operating, irrespective of its economic sector and organizational form, or an enterprise newly established by a number of selected enterprises and/or individuals as prescribed in Chapter II of this Regulation.

A newly established B.O.T. enterprise may be a cooperative, a private enterprise, a limited liability company or a stock company.

3. The State agency competent to sign the B.O.T. contract is the parent Ministry, or the People’s Committee of the province or city directly under the Central Government, that is assigned by the Prime Minister to sign B.O.T. contracts and exercise State management over operation of the B.O.T. works of group A projects; the People’s Committee of the province or city directly under the Central Government or the district People’s Committee appointed by the People’s Committee of the province or city directly under the Central Government as the State agency competent to sign B.O.T. contracts for other projects.

The appointed Ministries or the People’s Committee of the provinces and cities directly under the Central Government shall have to directly sign B.O.T. contracts and take responsibility as the competent State agencies defined in Chapter VIII of this Regulation.

4. A B.O.T. contract is an agreement with tenets defined in Article 19 of this Regulation, which is signed between a B.O.T. enterprise and a State agency competent to sign the B.O.T. contract which shall serve as legal basis for the implementation of the B.O.T. project.

5. A sub-contract is a contract between a B.O.T. enterprise and the contractor(s) (if any) for the construction of each item of the B.O.T. project.

Article 2.- The State encourages and supports domestic enterprises and individuals to invest in building and operating socio-economic infrastructure projects as well as production, business and public service projects in the form of B.O.T. contracts in the following fields:

1. Highways, inter-provincial and inter-district roads;

2. Bridges, quays, sea ports and river ports, ferries, bus terminals;

3. Store houses and facilities, markets or trade centers;

4. Clean water treatment and supply facilities;

5. Waste treatment systems in cities, industrial parks and population centers;

6. Power generation and supply;

7. Parks, recreation centers, sports and culture centers;

8. Schools, vocational training schools, hospitals, clinics;

9. Housing projects;

10. Production, business and public services;

11. Other fields of the economy and social services.

Article 3.- Annually, basing themselves on the socio-economic development planning and targets, the Government, the People’s Committees of the provinces and cities directly under the Central Government shall announce lists of B.O.T. projects to call for investment and encourage enterprises and individuals to propose investment projects for inclusion into the lists of B.O.T projects.

Every 6 months, the lists of national and local B.O.T. projects shall be announced on the mass media, including central or local daily newspapers for three consecutive issues.

The Prime Minister shall publish the lists of group A projects and appoint competent State agencies to sign B.O.T. contracts. The Presidents of the People’s Committees of the provinces and cities directly under the Central Government shall issue the lists of group B and group C projects and appoint competent State agencies to sign B.O.T. contracts.

The Prime Minister, the Presidents of the People’s Committees of the provinces and cities directly under the Central Government may consider and approve projects not on the already issued lists of B.O.T. projects.

Article 4.- To be included in the list of B.O.T projects, an investment project must meet the following conditions:

- To conform with the territorial or branch development planning already ratified by the competent authority.

- The project’s pre-feasibility study or economic-technical study (commonly called as pre-feasibility study) has been approved in writing.

- Ensuring the environmental protection standard as prescribed by the State.

- Able to recover capital and make profits.

Article 5.- Competence to ratify the pre-feasibility study:

- The Prime Minister shall, within 20 days from the date of receiving the full dossier, approve the pre-feasibility study of group A projects at the proposals of the Ministry of Planning and Investment and the parent Ministry.

- The People’s Committees of the provinces and cities directly under the Central Government shall, within 30 days from the date of receiving the full dossier, evaluate and approve the pre-feasibility studies of group B and C projects.

The People’s Committees of the provinces and cities directly under the Central Government shall approve the pre-feasibility studies of group B projects only after consulting the Ministry of Planning and Investment and the parent Ministry; for a project involving more than one provinces, the agreement of the People’s Committee of the concerned province is required.

Article 6.- Sources of capital for the implementation of B.O.T. projects:

1. A B.O.T. project shall be implemented with one of the following sources of capital:

- 100% non-State budget capital, including borrowed capital from inside and outside the country.

- Capital contributed by the State budget, enterprises and/or individuals, including borrowings from inside and outside the country.

2. For each B.O.T. project, the capital owned by the B.O.T. enterprise must represent at least 30% of the total investment capital for the implementation of the B.O.T. project.

Article 7.- Fields prioritized for B.O.T. projects to be implemented with non-State budget capital:

1. Roads leading to tourist centers, sea or river ports, railway stations and airports;

2. Bridges on the above-said transport routes;

3. Markets and trade centers, recreation centers and parks in population areas;

4. The electricity and water supply for industrial parks; and other infrastructure facilities in direct service of industrial parks;

5. The building of schools, vocational training schools, hospitals and clinics.

Article 8.- Where a contribution of the State budget capital is needed, including capital for compensation and site clearance for the implementation of a B.O.T. project, the competence to decide the capital contribution is determined as follows:

1. The Prime Minister shall decide the contribution of investment capital for the implementation of group A projects at the proposal of the Ministry of Planning and Investment;

2. The Presidents of the People’s Committees of the provinces and cities directly under the Central Government shall decide the contribution of investment capital for the implementation of group B and C projects.

3. The State budget capital contributed for the implementation of a B.O.T. project shall be considered the State’s shares at the B.O.T. enterprise.

Depending on the competence to decide the contribution of capital for the implementation of a B.O.T. project, the Prime Minister or the President of the People’s Committee of the province or city directly under the Central Government shall appoint a representative as the State’s owner of the above-said shares in accordance with the provisions of Chapter VII of the Law on State Enterprises promulgated on April 20, 1995.

The amount and form of capital contribution shall be decided depending on each B.O.T. project.

Chapter II

SELECTION OF THE B.O.T. ENTERPRISE OR FOUNDING MEMBERS OF THE B.O.T. ENTERPRISE

Article 9.- An enterprise or individual wishing to invest in the implementation of a B.O.T. project shall have to send to the competent State agency one set of dossier, including:

- A self-introduction of its/his/her professional, financial, technical capability and experiences; the recommendations of contractors to be hired to supply the required services;

- The plan for capital mobilization;

- Written commitments of banks or other capital providers for the implementation of the B.O.T. project.

- The report on business results, the inventory of assets of the previous year, if it is an operating enterprise.

Article 10.- The State agency competent to sign the B.O.T. contract shall have the right to request other necessary information to clarify issues on the enterprise’s financial capability and capability to mobilize capital and organize the management and other issues, if necessary.

Article 11.- The State agency competent to sign the B.O.T. contract shall have to consider the dossier and verify the applicant’s capability to implement the B.O.T. project, and select an enterprise or individual by sending it/him/her a certificate of capacity for the implementation of the B.O.T. project within 30 days from the date of receiving the full dossier as prescribed in Articles 9 and 10 of this Regulation; in case of refusal, the reasons must be clearly stated.

Article 12.- Before making decision, the State agency competent to sign the B.O.T. contract shall have:

- To inspect the veracity of each document in the dossier defined in Article 9 of this Regulation.

- To consider, evaluate the financial capability as well as managerial capacity of organization(s) and/or individual(s) that commit themselves to lending capital and of organizations expected to be hired for construction or supply of relevant services.

Article 13.- The enterprise selected for the implemention of a B.O.T. project, or group of enterprises and/or individuals selected to be the founding members of a B.O.T. enterprise must meet the following conditions:

- To ensure the timely and adequate mobilization of capital needed for the complete construction of the project;

- To have technicians and managerial personnel with good knowledge and experiences in the management of construction and exploitation of projects.

In cases where the enterprise or individual wishing to invest in the B.O.T. project fails to have enough technical workers and managerial staff, it must nominate another organization or individual that meets the prescribed technical and managerial qualifications to be hired to perform relevant services and work.

The enterprise or individual that has proposed the B.O.T. project shall be given priority in consideration and selection for the implementation of such project.

Article 14.- In cases where 2 or more enterprises, groups of enterprises and/or individuals want to implement the same B.O.T. project, a bid shall be organized to select the B.O.T. enterprise or founding members of the B.O.T. enterprise.

The order, procedures and mode for the selection of investment partner(s) shall comply with the Regulation on Bidding issued together with Decree No.43-CP of July 16, 1996.

Chapter III

ESTABLISHMENT, BUSINESS REGISTRATION OF THE B.O.T. ENTERPRISE AND APPLICATION FOR INVESTMENT LICENSE TO IMPLEMENT THE B.O.T. PROJECT

Article 15.- If it is necessary to set up a new B.O.T. enterprise, the establishment and business registration procedures shall comply with the provisions of the relevant laws (the Corporate Law, the Law on Private Enterprises, the Law on Cooperatives) and the related legal documents guiding the enforcement thereof.

A dossier of application for the establishment of a B.O.T. enterprise includes also the certificate of capacity for the implementation of the B.O.T. project as stipulated in Article 11 of this Regulation.

Article 16.- In cases where a new B.O.T. enterprise is not set up and an enterprise which has been already established and operating is selected to implement the B.O.T. project, the latter shall have to make an additional business registration at the agency that has granted it a business registration certificate, as prescribed by law.

A dossier for additional business registration must include the certificate of capacity for the implementation of the B.O.T. project as mentioned in Article 11 of this Regulation.

Article 17.- The application for investment license to implement a B.O.T. project of group A shall be conducted after the B.O.T. enterprise has registered its business or made the additional business registration.

With regard to B.O.T. investment projects of group B and group C, the application for investment licenses may be conducted simultaneously with the application for the establishment of enterprises or the additional business registration.

Article 18.- The competence to allow investment and grant investment licenses, the investment application dossiers, order, procedures and time-limit for the granting of licenses, and the contents of an investment license for the implementation of B.O.T. projects without using State capital shall comply with the provisions on domestic investment projects provided for in the Regulation on the Management of Investment and Construction issued together with Decree No.42-CP of July 16, 1996 and the relevant guiding documents.

Chapter IV

THE SIGNING OF THE B.O.T. CONTRACT AND THE COMPLETION OF PREPARATION FOR INVESTMENT

Article 19.- A B.O.T. contract may be discussed and negotiated right after the B.O.T. enterprise or founding members of the B.O.T. enterprise is(are) selected in accordance with the provisions of Chapter II of this Regulation and must be signed within 7 days after the granting of the investment license for the implementation of the B.O.T. project.

A B.O.T. contract must include at least the main contents of the model B.O.T. contract issued together with this Decree.

Article 20.- Within 7 days after signing a B.O.T. contract, the B.O.T. enterprise shall have to deposit an amount of money equal to 0.5% of the total investment capital for group A projects and 1% of the total investment capital for group B and C projects at the bank nominated by the State agency competent to sign the B.O.T. contract.

The deposit may be included in the capital for the implementation of the B.O.T. project and shall be withdrawn only after the construction has started and the investment in the construction of the B.O.T. project has accounted for more than 1% of the total investment capital of the project.

Article 21.- Depending on concrete conditions of each project, a B.O.T. enterprise may sign the following major sub-contracts:

- Sub-contracts on the sale of products;

- Sub-contracts on the supply of materials and fuel;

- Sub-contracts on construction and installation;

- Sub-contracts on the project management, operation, preservation and maintenance.

Article 22.- A construction permit is not required for the construction of a B.O.T. project provided that before starting the construction, the B.O.T. enterprise sends a dossier of the project’s technical design to the People’s Committee of the province or city directly under the Central Government, where the project is to be implemented, for inspection, supervision and file keeping.

Chapter V

IMPLEMENTATION OF INVESTMENT

Article 23.- A B.O.T. enterprise may deploy the implementation of the investment project when the following conditions are met:

- Having been granted the investment license;

- A B.O.T. contract has been signed;

- The project’s technical design has been approved by the State agency competent to sign the B.O.T. contract;

- Having been granted a certificate of land assignment or land lease.

Article 24.- In cases where the construction of a B.O.T. project fails to start within the time-limit stated in the B.O.T. contract, if the B.O.T. enterprise and the State agency competent to sign the B.O.T. contract have not otherwise agreed upon, the B.O.T. project shall be considered unimplemented and the State agency competent to sign the B.O.T. contract shall remit the deposited money prescribed in Article 20 of this Regulation into the State budget, withdraw the investment license and the land assignment or land lease certificate.

Article 25.- The State agency competent to sign the B.O.T. contract shall have to organize the site clearance in the area of land assigned or leased for the implementation of the B.O.T. project.

The compensation and site clearance expenses must be clearly stated in the B.O.T. contract.

In cases where the competent State agency uses State budget capital to pay for the compensation and site clearance expenses, such capital shall be considered the State’s shares at the B.O.T. enterprise as stipulated in Article 8 of this Regulation.

Article 26.- The State agency competent to sign the B.O.T. contract shall have to organize the evaluation and ratification of the project’s technical design.

In case of non-ratification, the required specific changes must be stated clearly together with the way of making supplements or amendments thereto.

Article 27.- In the process of investment implementation, a B.O.T. enterprise shall have the rights:

- To decide on its own the mode of bidding, the appointment of bidders, or to conduct survey or design the project by itself;

- To decide on its own the mode of bidding, the appointment of bidders, or to procure equipments, conduct the construction and installation or management of the project by itself;

- To decide on its own the mode of mobilizing additional capital for the construction of the project;

- If the B.O.T. project is similar to a group A project as classified in the Regulation on the Management of Investment and Construction and the State capital contribution represents 30% or more of the prescribed capital, the B.O.T. enterprise shall implement the investment in accordance with Decree No.42-CP of July 16, 1996 of the Government.

Article 28.- The B.O.T. enterprise shall coordinate with the State agency competent to sign the B.O.T. contract in evaluating the project’s technical matters and quality; monitoring and supervising the construction and the after-test acceptance of the project’s items as well as the whole project in accordance with the ratified design.

Article 29.- In case of a scarcity of public utility services such as the supply of electricity, water... or only a limited number of objects entitled to use the public utilities, the B.O.T. enterprise shall be given priority to provide services or to use public utilities to implement the B.O.T. project.

In this case, the State agency competent to sign the B.O.T. contract shall have to support the B.O.T. enterprise in filling procedures and making the necessary dossier for priority use of services and public utilities.

Chapter VI

ORGANIZATION OF BUSINESS MANAGEMENT

Article 30.- The B.O.T. enterprise is the only organization assigned to manage and operate the whole project in accordance with the signed contract.

Article 31.- Prices or charges of services provided by the B.O.T. enterprise shall be determined on the principle of making up for all expenses taking into account the market prices, the legitimate interests of both the B.O.T. enterprise and the service user(s).

The project prices and service charges and other collections shall be determined and readjusted by the B.O.T. enterprise, depending on concrete conditions of the market, except for the following cases:

- If the B.O.T. enterprise directly manufactures and directly sells products and provides services, which are included in the list of products and services with their prices managed by the State, the prices and charges set or readjusted by the B.O.T. enterprise must not exceed the price ceiling set by the State;

- If the B.O.T. enterprise manufactures products or provides services, which are supplied and distributed exclusively by the State through State corporations, the specific prices and charges shall be agreed upon by the B.O.T. enterprise and the concerned State corporation but must not exceed those set by the State.

Article 32.- The Government, the People’s Committees of all levels shall create favorable conditions and provide support for B.O.T. enterprises to properly and fully collect prices and service charges and other lawful collections from the operation of the B.O.T. projects.

In case of necessity, B.O.T. enterprises shall have the right to request support from the State in accordance with the provisions of law so that they may collect charges from the operation of B.O.T. projects.

Article 33.- When supplying its products or providing its services, a B.O.T. enterprise shall have to treat all lawful users of such products and services on an equal footing.

It is strictly forbidden to use the right of operating a B.O.T. project to discriminate against the service users or deny them the services.

Article 34.- In addition to the obligations prescribed in the relevant laws, a B.O.T. enterprise shall also have:

- To conduct the periodical maintenance and repair of the project as prescribed by the already signed contract to ensure the project’s operation according to design;

- To supply products and services with the quantity and quality agreed upon in the B.O.T. contract throughout the whole business process till the delivery of the project;

- To observe the regulations on regular use of the project like others of the same type throughout country. The roads, bridges, ferries... under construction must ensure round-the-clock use during the whole business process.

Article 35.- In cases where the construction and operation of an infrastructure project is only one of the registered business activities of a B.O.T. enterprise, such enterprise shall have to set up a separate branch for the management of the business of the B.O.T. project, open accounting books and conduct separate business cost-accounting regarding the construction and operation of the B.O.T. project’s services.

Chapter VII

PRIVILEGES FOR B.O.T. ENTERPRISES

Article 36.- A B.O.T. enterprise shall be eligible for:

1. The exemption or reduction of turnover tax (or the value added tax) in accordance with the current tax legislation.

2. The lowest turnover tax (or enterprise income tax) rate as prescribed by the Law on Turnover Tax (or the Law on Enterprise Income Tax); the turnover tax exemption for the first two years and a 50% reduction of the tax for 4 subsequent years after the project is put into use and yields profits. The 50% tax reduction for 6 to 8 years applied to B.O.T. projects in special territorial areas shall be decided on a case-by-case basis by the Prime Minister.

3. The exemption from or reduction of the import tax on machinery and equipment imported for the investment preparation and the implementation of the project and to create the enterprise’s fixed assets.

Article 37.- The B.O.T. enterprise is exempt from the payment of land rent as prescribed by the land legislation for the land areas assigned or leased to it for the implementation of the B.O.T. project.

Article 38.- To borrow capital, a B.O.T. enterprise is entitled to mortgage assets under its ownership and the land use right as prescribed by law.

All borrowings with the mortgage of assets must be used to continue the construction and operation of the project in accordance with the B.O.T. contract.

Article 39.- In the course of building and operating the project, a B.O.T. enterprise is allowed to buy foreign currencies to:

- Pay for the equipment and machinery rent from overseas;

- Import machinery and equipment and other products and services for the implementation of the project;

- Pay foreign debts (including both principal and interests).

Chapter VIII

POWERS AND RESPONSIBILITIES OF THE STATE AGENCIES COMPETENT TO SIGN B.O.T. CONTRACTS

Article 40.- In the development of socio-economic infrastructures in the B.O.T. form, a State agency competent to sign a B.O.T. contract shall have two following tasks:

- Acting as a party signing the contract with the B.O.T enterprise.

- Acting as the agency that exercises State management over the operation of the B.O.T. project.

Article 41.- As a party signing the contract with the B.O.T. enterprise, the State agency competent to sign the B.O.T. contract shall have the following rights and obligations:

- To negotiate and make decision on contents of the B.O.T. contract. In cases where an issue to be negotiated and included in a B.O.T. contract is beyond its competence, such agency must consult the agency competent to decide the said issue before making decision.

- To strictly and fully perform obligations prescribed in the B.O.T. contract; to compensate the B.O.T. enterprise for any damage caused by the non-performance or improper performance of the obligations as committed.

- To supervise the performance of the B.O.T. contract so as to ensure that the B.O.T. enterprise abides by its commitments; to request the B.O.T. enterprise to pay compensation to the user(s) and the State for damage caused by the B.O.T. enterprise’s non-performance or improper performance of obligations as committed.

The agency competent to sign the B.O.T. contract is the only State agency that shall directly consider and solve issues already agreed upon in the B.O.T. contract.

Article 42.- As an agency performing the State management over the operation of the B.O.T. project, the State agency competent to sign the B.O.T. contract shall have the following rights and obligations:

- To make the pre-feasibility study, determine the minimum criteria on the quality of a B.O.T. project as well as on the quantity and quality of products and services; to make preliminary evaluation of the project’s impacts on the environment and ecology;

- To provide necessary information for conducting the feasibility study at the request of the enterprise or individual that wishes to carry out a B.O.T. project.

- To select the B.O.T. enterprise or its founding members;

- To evaluate and ratify the project’s technical design;

- To coordinate with the B.O.T. enterprise in controlling the project’s construction quality, the construction tempo, in accordance with the design and plan;

- To clear the site of the area already planned for the implementation of the B.O.T. project;

- To coordinate with or support the B.O.T. enterprise in completing the pre-investment procedures, in building and operating the project in accordance with the B.O.T. contract;

- To meet or request other State agencies to meet the legitimate demands of the B.O.T. enterprise in building and operating the B.O.T. project;

- To perform other tasks prescribed by law, including the issue of regulations on the supply and use of products and services from the B.O.T. project.

Chapter IX

TRANSFER OF THE B.O.T. PROJECT

Article 43.- The duration of a B.O.T. contract and the time for the transfer of the project to the State without compensation shall not be changed, if:

- The B.O.T. project is completed and put into use before schedule and the total actual investment capital is lower than the total projected investment capital;

- The project is not completed and put into use on schedule as agreed upon and the total actual investment capital is higher than the total projected investment capital, except for cases of force majeure;

Cases of force majeure include: storm, flood, fire, earthquake, the bankruptcy of the equipment supplier or the capital provider and other causes by court decisions.

Article 44.- In the business process, the State agency competent to sign the B.O.T. contract and the B.O.T. enterprise may agree on the transfer of the project to the State before schedule, provided that the State gives the B.O.T. enterprise one or a number of favorable business opportunities or assets and other interests to make up for the amount of capital that has not been recovered from the B.O.T. project.

Article 45.- The State agency competent to sign the B.O.T. contract shall be, at the same time, the agency that takes over the transferred project. One year before the expiry of the B.O.T. contract, the State agency competent to sign the B.O.T. contract shall send a written notice, requesting the B.O.T. enterprise to conduct the maintenance and repair of the project as agreed upon in the B.O.T. contract.

Article 46.- One year before the transfer of a B.O.T. project, the B.O.T. enterprise shall have to announce in the press the transfer of the project to the State as well as the order, procedures and time-limit for the contract liquidation and settlement of debts.

One month before the expiry of the B.O.T. contract, the State agency competent to sign the B.O.T. contract and the B.O.T. enterprise shall have to complete the inventory of assets and re-evaluate the fixed assets, assess the maintenance and repair of fixed assets before the transfer as agreed upon in the B.O.T. contract.

The State agency shall take over the project only after its machinery and equipment have gone through the maintenance and repair as agreed upon.

The State agency competent to sign the B.O.T. contract shall not take responsibility for the debts of the B.O.T. enterprise as well as for the contracts signed by the B.O.T. enterprise with other enterprises, if it is not so agreed in advance by the B.O.T. enterprise and the State agency competent to sign the B.O.T. contract.

Article 47.- Depending on concrete conditions, the State agency competent to sign the B.O.T. contract may take over and assign the transferred B.O.T. project to a new unit for management and operation. This unit may be a newly established State enterprise, a State enterprise which has been already established and operating in a domain similar to that of the B.O.T. enterprise, a hired enterprise or any other enterprise capable of taking over the project. The decision thereon must be announced on local newspapers and posted at the head office of the B.O.T. enterprise. After the issue of the transfer decision of the State agency competent to sign the B.O.T. contract, the enterprise assigned to take over the B.O.T. project shall be entitled to begin its business and take responsibility for the operation of the B.O.T. enterprise.

Chapter X

OTHER PROVISIONS

Article 48.- Any dispute between a B.O.T. enterprise and the State agency competent to sign the B.O.T. contract must be settled, first of all, through negotiation and reconciliation.

If the two parties fail in their negotiation, the dispute shall be settled by an Arbitration Center selected by the two parties or at the Economic Court. The procedures for the settlement of disputes shall comply with the current regulations, depending on the type of the juridical body.

Article 49.- A B.O.T. enterprise may lawfully transfer its powers and obligations prescribed in the B.O.T. contract to another enterprise. The transfer of a B.O.T. contract and the capital contributed to the B.O.T. enterprise must be approved by the State agency competent to sign the B.O.T. contract.

Article 50.- A B.O.T. contract shall terminate in one of the following cases:

1. The contract’s duration has expired;

2. A B.O.T. enterprise may terminate a B.O.T. contract ahead of time for the following reasons:

- It is not granted in time the land assignment or land lease certificate or the assigned or the leased land area is smaller than the area agreed upon in the B.O.T. contract;

- It is unable to clear the site already planned for the implementation of the B.O.T. project due to the improper performance of the obligations agreed upon in the B.O.T. contract by the State agency competent to sign the B.O.T. contract;

- It is not given priority in using public utility services or other public facilities provided for in Article 29 of this Regulation.

3. The State agency competent to sign the B.O.T. contract cancels such contract due to changes in the socio-economic development strategy and plan.

In cases where a B.O.T. contract ceases to be effective due to causes stipulated in Points 2 and 3 of this Article, the State agency competent to sign the B.O.T. contract shall have to refund all the costs that the B.O.T. enterprise has paid for the implementation of the B.O.T. project.

Article 51.- The bankruptcy of a B.O.T. enterprise shall be handled in accordance with the Law on Bankruptcy of Enterprises.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 52.- The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the People’s Committees of the provinces and cities directly under the Central Government shall, within the ambit of their competence, have to implement this Regulation.

Pending a list of the B.O.T. projects, the parent ministries, the People’s Committees of the provinces and cities directly under the Central Government shall propose or consider and ratify projects at the requests of the enterprises and/or individuals wanting to make investment in the B.O.T. form.

On behalf of the Government

The Prime Minister