1. Selection of investors for projects using land

On 16 September 2024, the Government issued Decree No. 115/2024/ND-CP (“Decree 115”) guiding the Bidding Law 2023 on selection of investors for projects using land. Decree 115 took effect from the date of signing and repealed Decree No. 25/2020/ND-CP dated 28 February 2020. Some key provisions of Decree 115 are summarised below.

Projects subject to bidding and announcement of projects

Projects using land for which bidding for selection of investors must be held under land laws consist of (i) projects stipulated in Article 126.1(a) of the Land Law 2024; and (ii) projects stipulated in Article 126.1(b) of the Land Law 2024, the list of which is provided under Decree 115.

Prior to holding the bidding for investor selection, projects using land must be announced on the National Bidding Network System. Decree 115 requires competent authorities to publish a decision approving the investment policy (for projects using land subject to investment policy approval), or an approval of project information (for projects using land not subject to investment policy approval) on the National Bidding Network System, within 5 working days from the date the approval decision is issued. Relevant specialised agencies must follow the procedure required by Decree 115 to obtain an approval of project information.

Bidding procedures

Decree 115 clearly stipulates the procedures for investor selection for (i) projects applying the form of open bidding or limited bidding with the one-phase and one-envelope method, or the one-phase and two-envelope method; (ii) projects applying the form of open bidding with the two-phase and one-envelope method; and (iii) projects which need to determine the number of interested investors.

After evaluating all bidding dossiers according to the evaluation criteria specified in Decree 115, the expert team submits a report on the evaluation results of bidding dossiers to the procuring party to select the successful investor for the project. The procuring party shall submit the investor selection result to the competent person (i.e. the head of the competent agency approving the investment policy or the competent agency deciding to hold the bidding for investor selection as defined in the Bidding Law) to approve, and then publish information on the investor selection results on the National Bidding Network System within 5 working days from the date of approval. The procuring party is also required to notify unsuccessful investors of the investor selection results and the reasons why they were not selected.

Implementing the project using land

Decree 115 provides that domestic successful investors may either directly implement the project or establish an economic organisation to implement the project (if previously proposed in the bidding dossier). For foreign successful investors, it is compulsory to establish an economic organisation to be allocated or leased land by the State for implementing the project. The economic organisation established for the purpose of implementing the project must be 100% owned by the successful investor.

The successful investor and/or the economic organisation established by the successful investor must implement the project according to the provisions of the project contract, laws on enterprises, investment, construction, land, real estate business and other relevant laws. During the project implementation process, the successful investor/the economic organisation established by the successful investor may transfer partially or the whole project if certain conditions are met and the competent person approves.

In the case of transfer of shares or capital contribution portions in the economic organisation established by the successful investor prior to exploitation or operation of the project, Decree 115 requires the transferee investor to satisfy the following conditions: (i) having legal entity status, meeting the applicable conditions in the relevant law; (ii) having capacity and experience appropriate to the requirements of the project; (iii) inheriting all rights and obligations of the transferor undertaken in the bidding dossier and the project contract; and (iv) ensuring the minimum equity ratio of each member as prescribed in Article 46.1(a) thereof. Furthermore, the transfer must be approved by the competent person.

Amendments to relevant regulations

To ensure consistency between the laws on investment, land and bidding, Decree 115 amends Decree No. 23/2024/ND-CP regarding the selection of investors for projects for which bidding must be held under specialised laws, Decree No. 24/2024/ND-CP on the selection of contractors, Decree No. 31/2021/ND-CP implementing the Law on Investment, Decree No. 137/2013/ND-CP implementing the Law on Electricity, Decree No. 60/2024/ND-CP regarding management of market, and Decree No. 05/2021/ND-CP regarding management of airports. Among these are (i) removing projects using land from the governing scope of Decree No. 23/2024/ND-CP, (ii) amending the procedures for approval of investors, and documents and procedures for evaluation of a request for investment policy approval stipulated in Decree No. 31/2021/ND-CP, and (iii) adding provisions on selection of investors for power projects to Decree No. 137/2013/ND-CP.

2. Securities

The Ministry of Finance issued Circular No. 68/2024/TT-BTC (“Circular 68”) dated 18 September 2024 to amend the regulations on securities transactions on the stock exchange; clearing and payment of securities transactions; operation of securities companies; and disclosure of information on the stock market. Circular 68 takes effect from 2 November 2024. Below are some key changes of Decree 68.

Amendments of the regulations regarding securities transactions

Circular 68 allows foreign institutional investors (“FIIs”) to place securities purchase orders without requiring sufficient money. Securities companies are responsible to determine the deposit levels for purchase orders of the FIIs. In case where an FII fails to make full payment for the purchase of securities, the securities company at which the FII places the order (or custodian bank at which the FII opens a securities depository account in case of an incorrect confirmation of the FII’s account balance with the securities company) must pay the shortfall amount.

When receiving purchase orders from FIIs without requiring sufficient money, a securities company must satisfy the following:

• The limit for receiving purchase orders must be determined at the beginning of the trading day; and
• The securities company must not receive the orders to purchase securities of that securities company, securities of its parent company, and securities of other subsidiaries of the parent company that own securities of that securities company.

Amendments of the regulations on disclosure of information

Circular No. 96/2020/TT-BTC currently requires listed companies and public companies to disclose information in Vietnamese. Under Circular 68, listed companies and public companies shall disclose information in both Vietnamese and English according to the following schedule:

• Listed companies and large-scale public companies must disclose periodical information, and extraordinary information and other information, in both Vietnamese and English, from 1 January 2025 and 1 January 2026 respectively.
• Other public companies must disclose periodical information, and extraordinary information and other information, in both Vietnamese and English, from 1 January 2027 and 1 January 2028 respectively.

Circular 68 confirms that the information disclosed in English must ensure consistency with the Vietnamese version, and if there is any discrepancy or difference between the Vietnamese version and the English version, the Vietnamese version shall prevail.

In addition, Circular 68 adopts other amendments to clarify the obligation of securities companies to disclose information concerning transactions for the sale of securities to FIIs without requiring sufficient money.

3. Rice cultivation land

On 11 September 2024, the Government issued Decree No. 112/2024/ND-CP (“Decree 112”) providing for rice cultivation land. Decree 112 took effect from the date of signing and replaced Decree No. 35/2015/ND-CP dated 13 April 2015 (as amended).

Article 182.4 of the Land Law 2024 requires that land users who are allocated or leased land by the State for non-agricultural use converted from specialised rice cultivation land must: (a) have a plan on the use of topsoil in accordance with laws on crop production; (b) pay an amount for the State to supplement the lost of specialised rice cultivation land or improve use efficiency of rice cultivation land (hereinafter referred to as “rice cultivation land protection fees”), except for projects using public investment capital or state capital not being public investment capital. These requirements are detailed in Decree 112 as follows:

• Plan on the use of topsoil: land users that wish to build works on land converted from specialised rice cultivation land must have a plan on use of the topsoil which includes, inter alia, the area of rice cultivation land proposed to be converted, the quantity and use purposes of the topsoil to be separated. Such plan must be evaluated and approved by the district People’s Committee or the provincial People’s Committee (for constructions involving rice cultivation land across two or more districts). The approved plan must be submitted to the competent authority as part of the application dossier for the conversion of rice cultivation land to use for non-agricultural purposes.
• Rice cultivation land protection fees: the payment of the fee amount is determined by the provincial People’s Committee. Land users are required to declare and pay the fee amount payable in accordance with the timeline and procedures set out in Decree 112.

Furthermore, Decree 112 introduces support for investment in construction of infrastructure, and applying modern science and technologies in areas planned for high-productivity and high-quality rice cultivation. For example, enterprises with rice production projects in areas planned for high-productivity and high-quality rice cultivation may be provided financial support up to 100% of the funding for the construction of irrigation works and traffic works in such areas from the State budget.

4. Management and use of public assets

The Government issued Decree No. 114/2024/ND-CP (“Decree 114”) dated 15 September 2024 amending Decree No. 151/2017/ND-CP implementing the Law on management and use of public assets. Decree 114 takes effect from 30 October 2024.

Decree 114 clears that it does not apply to certain public assets which include, among others: infrastructure assets, assets over which the entire people’s ownership has been established, assets formed through the implementation of scientific and technological tasks using State capital, land (excluding land areas of working offices of State agencies, organisations and units), natural resources, housing being public assets, and borrowed medical equipment.

Decree 114 details certain issues relating to the sale of public assets. Notably, it sets out detailed guidance on the determination of the initial price for the auction of working offices, and the time within which the payment for purchase of the public assets must be made.

Public non-business units wishing to use public assets for the purpose of business, lease, or joint venture and cooperation will be subject to further requirements set forth in Decree 114. In case of using public assets for joint venture or cooperation, upon receiving approvals from the competent persons on the using plan, the public non-business unit must (a) form its valuation council or hire a valuation enterprise to determine the value of public assets used for joint venture or cooperation, and (b) select partners for joint venture or cooperation according to the criteria set out in Decree 114.