In the second installment of our series “Energy in ASEAN: The Essentials,” we will take a deeper dive into the solar energy market in Vietnam. In this article, we will provide a recap of the solar story and give an overview of some of the key projects in this sector. We will then revisit the solar regulatory framework (which was discussed in our earlier article), address some recent regulatory developments and highlight some of the key challenges facing the industry in Vietnam.

The Solar Story

The rapid development of Vietnam’s solar energy market over the course of the past two years has elevated the country to the status of one of the go-to destinations in the Association of Southeast Asian Nations (ASEAN) for renewable energy project development. With favorable climactic conditions, as well as a government that is keen to push the development of sources of renewable energy, Vietnam presents a fertile market for the development of solar power projects for local and foreign investors alike. However, the continued development of Vietnam’s solar power market is not without its challenges, including those arising from the COVID-19 pandemic. Indeed, recent analysis published by Wood Mackenzie indicates that up to 150 GW of wind and solar projects across the Asia Pacific could be delayed or cancelled over the next five years should a coronavirus-induced recession extend beyond 2020.¹ Conversely, the recent collapse in oil prices could, in theory, spur the energy transition in a post-coronavirus world, which would likely help to boost the development of the solar energy market in locations such as Vietnam.

Overview of Key Solar Projects

At present, the largest solar project in Vietnam (and indeed Southeast Asia) is the 600 MW Dau Tieng Solar Power Complex, located in Tay Ninh province, approximately 100 km outside Ho Chi Minh City. In June 2019, Dau Tieng 1 and Dau Tieng 2 achieved commercial operation and began delivering power to Vietnamese state-owned utility company, Electricity Vietnam (EVN). In September 2019, Dau Tieng 3 came online and brought an additional 150 MW of generation capacity with it. The Dau Tieng project was developed by Dau Tieng Tay Ninh Energy JSC, a joint venture of Vietnam’s Xuan Cau and the Thai conglomerate B. Grimm Power Public Company Limited,² with the engineering, procurement construction (EPC) work undertaken by Powerchina Huadong Engineering Corporation Limited, a subsidiary of Chinese state-owned Power Construction Corporation of China (“PowerChina”). The work undertaken by PowerChina is the largest overseas EPC photovoltaic (PV) solar power project contracted by a Chinese company under the Belt and Road Initiative.³

In the central Ninh Thuan province, the epicenter of Vietnam’s solar energy boom, the Trung Nam Group (a Vietnamese conglomerate) recently announced that it would commence the construction of a 450 MW solar farm, which will make it one of the largest in Southeast Asia. The US$593.22 million facility is scheduled to commence generation in Q4 2020, although it is unclear if the COVID-19 pandemic⁴ has impacted its development schedule.

Other key solar power projects include the 257 MW Hoa Hoi solar power plant. Located in the central coastal province of Phu Yen, it is valued at approximately US$214.35 million. Hoa Hoi was also developed by B. Grimm Power Public Company Limited, as part of a joint venture with Truong Thanh Vietnam Group JSC, and achieved commercial operation in June 2019. In Ninh Thuan Province, AC Energy (the renewable energy platform of Philippine conglomerate Ayala Corporation) and BIM Group of Vietnam developed a 330 MW solar farm that began generating in May 2019. The US$294 million BIM/AC Renewables Solar Farm was AC Energy’s first in Vietnam.

In another recent development, Thai power developer, Super Energy Corporation, announced that it would acquire four solar power assets in Vietnam for approximately US$457 million. Super Energy Group will hold a 100 percent interest in two of the projects and 70 percent and 80 percent interests, respectively, in the other two. The projects formed part of the Loc Ninh solar power cluster, originally developed by EVN. The project has an aggregate installed capacity of 750 MW and is Super Energy Group’s second foray into Vietnamese solar after acquiring Thinh Long Phu Yen Solar Power for US$51.2 million earlier this year.⁵

There have also been significant developments in rooftop solar in Vietnam. In March, SkyX Solar, a subsidiary of VinaCapital Group, entered into a joint venture agreement with Saigontel to build and operate rooftop solar projects, with an aggregate capacity of over 50 MW across 10 industrial facilities affiliated with Saigontel. Six of the industrial parks are located in the central and southern regions of Vietnam, which have the best conditions for solar power generation in the country.⁶

Regulatory Overview

Since 2017, the Vietnamese government and the Ministry of Industry and Trade (MOIT) have issued a significant number of decisions, proposals and circulars. This was in an attempt to create a clear regulatory framework to attract investment into the solar sector. In April 2017, the Vietnamese government issued a decision that had the effect of prioritizing solar over other energy sources in the context of the Revised Master Plan⁷ (the “Solar Decision”). It is in the solar sector where Vietnam has experienced the most impressive growth in renewable energy capacity. In 2018, solar accounted for only 134 MW of renewable capacity, equivalent to 3 percent of Vietnam’s total renewable capacity (excluding large and medium scale hydropower). Recent data published by EVN indicates that Vietnamese solar generation in the first quarter of 2020 surged by 28 times to 2.3 billion KWh compared with the same period in 2019. EVN also highlighted that as many as 91 solar farms, with a total capacity of 4,550 MW, began operation in 2019, bringing the aggregate capacity of solar plants to 25,000 MW.⁸ In doing so, Vietnam appears to have smashed its 2020 solar target of 4,000 MW, provided for in the Revised Power Development Master Plan VII⁹ (the “Revised Master Plan”), and has now overtaken Thailand as the largest solar market in Southeast Asia.¹⁰

The rapid expansion of the solar sector can largely be attributed to the implementation of the Solar Decision, which sets out, among other things, the feed-in tariff (the “Solar FIT”) applicable to solar projects (both grid-connected and roof-top based). The Solar FIT mandated:

1. a power price for grid-connected solar projects of VND 2,086/kWh (excluding value-added tax (VAT)), (equivalent to US$0.0935/kWh); and
2. an exchange rate set at VND 22,316 to US$1.00 (as announced by the State Bank of Vietnam on April 10, 2017).

The Solar FIT exclusively applied to grid-connected projects with solar cell efficiency of more than 16 percent or solar module efficiency of more than 15 percent.

The Solar Decision came into force on June 1, 2017, and expired on June 30, 2019. During that period (particularly throughout 2019), the sector underwent rapid growth as developers sought to take advantage of the Solar FIT. The expiration of the Solar FIT, however, created a degree of uncertainty for prospective investors that the Vietnamese government has finally sought to address with the implementation of Decision No. 13/2020/QD-TTg (“Decision 13”) on April 6, 2020, which came into effect on May 22, 2020. The key elements of the Decision 13 are summarized follows:

1. Extension of the Solar FIT: It provides for an extension of the Solar FIT for those projects that failed to achieve their commercial operations date by June 30, 2019, albeit at a reduced value:

   Projects satisfying the qualification criteria (please see below) will be entitled to the new Solar FIT for a period of 20 years from their respective commercial operations dates. However, for projects located in Ninh Thuan Province, the existing “special policy” (again, see details below) continues to apply. In order to qualify for the new Solar FIT, the criteria set out in earlier MOIT Proposal No. 10170/TTr-BCT (“Proposal 10170”) would also continue to apply. Specifically, qualifying projects must be those:

   We note that to qualify as having “commenced construction,” solar projects had to have obtained/executed each of the following:

   Decision 13 states that, in addition to the qualification criteria set out in Proposal 10170, projects seeking to obtain the benefit of the Solar FIT must have solar cell efficiency of greater than 16 percent or module efficiency greater than 15 percent. Projects not satisfying those conditions will have their purchase price for electricity determined by a “competitive mechanism”. Although no further clarification has been provided on this point, we understand that it refers to the pilot auction mechanism set out in Proposal 10170 (please see below).

   1. VND 1,758/kWh (US$0.0769/kWh), in respect of grid-connected floating solar projects; and
   2. VND 1,620/kWh (US$0.0709/kWh), in respect of grid-connected, land-based solar projects.
   3. in respect of which power purchase agreements (PPAs) had been executed prior to November 22, 2019;
   4. that had “commenced construction” prior to November 22, 2019; and
   5. that will achieve their commercial operations date between July 1, 2019, and December 31, 2020.
   6. the project’s technical design, as appraised by the relevant authority;
   7. a construction permit (to the extent applicable); and
   8. a construction contract with the relevant contractor(s).

2. Pilot auction mechanism: Essentially, in the event that a solar project does not qualify for either the new or existing Solar FIT, the MOIT proposed that the market undergoes transition to an open, competitive and transparent auction mechanism. Under Proposal 10170, the Electricity and Renewable Energy Agency was requested to expedite the development of the solar auction mechanism. In addition, MOIT requested that EVN select one potential project location for launching a pilot solar auction in accordance with relevant legislation, with the pilot auction to be launched during the course of 2020. There appears to be international support for the pilot auction proposal, with Global Infrastructure Fund recently approving the sponsorship of US$1.5 million for the World Bank and Vietnamese government to carry out the pilot auction. The Global Infrastructure Fund, working alongside the World Bank’s Energy Global Practice, will assist the Vietnamese government in the design and structure of the auction program¹¹.

3. Criteria for rooftop Solar FIT qualification: Rooftop solar power projects are classified as follows:

   This is an interesting development as, previously, rooftop projects were restricted to selling their electricity solely to EVN. With the implementation of Decision 13, small-scale rooftop developers now have the flexibility to sell to other purchasers not directly connected to the grid and should, in theory, have the right to do so on negotiated contractual terms rather than the terms of the Model Solar PPA.

   In order to qualify for the new rooftop Solar FIT (again, as proposed in Proposal 10170), projects must satisfy the following criteria:

   In the event that a project does not satisfy the conditions set out above, then the purchase price for the electricity shall be as agreed between the parties. Such sale arrangements do not appear to require use of the Model Solar PPA but we anticipate further clarification from the Vietnamese government in this regard. Note that the existing maximum capacity of 1 MW and voltage of 35 kV will continue to apply in respect of projects looking to obtain the benefit of the rooftop Solar FIT.

   1. projects selling all or part of their electricity production to EVN; and
   2. projects selling all or part of their electricity production to other purchasers not directly connected to the EVN grid.
   3. have been directly connected to the EVN grid;
   4. have sold electricity to EVN; and
   5. achieved their commercial operations date, and had verified meter readings, in the period between July 1, 2019, and December 31, 2020.
4. Ninh Thuan province policy: Decision 13 continues the “special policy” relating to Ninh Thuan province. Consequently, the existing Solar FIT of US$0.0935/kWh will continue to apply to projects in Ninh Thuan that achieve their commercial operations date on or before December 31, 2021 (as provided for in Proposal 10170), provided that:

   Projects located in Ninh Thuan which fail to achieve their commercial operations date on or before December 31, 2021, will receive a FIT to be determined by a “competitive mechanism” and, again, we understand that this relates to the auction mechanism described above.

   1. Total installed capacity in the province does not exceed 2,000 MW; and
   2. Such projects have been included in the relevant national/provincial power development plans.
5. Other points to note:

1. Sellers and purchasers: Previously, the Solar Decision mandated that EVN be the sole off-taker of electricity generated by solar power projects. However, Decision 13 appears to offer a new approach that contemplates sale to parties not forming part of the EVN group. This should, in theory, break the monopoly held by EVN and help to further develop Vietnam’s electricity market.
2. Model Solar PPA: Decision 13 reaffirms that, for sales to EVN, project investors must execute a PPA with EVN based on the Model Solar PPA (please see below) for a fixed term of 20 years from the project’s commercial operations date, with the ability to extend subject to the agreement of the parties. For projects in which the purchaser is not an EVN group company, the parties are, apparently (and as highlighted above), permitted to freely negotiate the price, terms and conditions of the supply and purchase of electricity. However, we expect the government to issue further guidance in this regard.

The Model Solar PPA

The model power purchase agreement (the “Model Solar PPA”) used in all solar power projects in Vietnam to date was published by Circular No. 16/2017/TT-BCT in September 2017 (“Circular 16”). The publication of the Model Solar PPA was initially met with criticism from international investors and lenders who claimed that the template was not bankable and would result in Vietnam struggling to attract financing for projects in the solar sector. Notwithstanding these concerns, the solar sector has, as highlighted above, undergone a period of rapid development and investor interest remains high, particularly in the context of smaller-scale projects and cash-rich developers who are, generally, less dependent on third-party lending from banks and other financial institutions.

Regarding the terms of the Model Solar PPA itself, there are a number of commercial and legal issues arising from it that have given investors and lenders cause for concern. In summary, it was widely perceived that the risk allocation in the Model Solar PPA fell short of international expectations, and could severely limit access to project financing from international lenders. With the government’s position (as set out in the relevant legislation), being that only minor amendments are permitted to the Model Solar PPA, developers have found themselves bearing the risks associated with grid connectivity and transmission, as well as uncertainty regarding termination payments, change in law and dispute resolution procedures. In the table below, we highlight some of the key provisions of the Model Solar PPA that have been the focus of concern for investors and lenders alike.

• Note the table above does not address the Standard Power Purchase Agreement for Roof-Mounted Solar, also published by Circular 16.

In addition to the provisions highlighted in the table above, the Model Solar PPA does not contain clauses addressing project insurance, antibribery and corruption, nor does it contain a waiver of sovereign immunity, all of which are considered key areas of concern for investors and lenders. Collectively, these issues created a general perception that Vietnam would struggle to attract investment into the solar sector.

Project Finance – Testing the Concept of “Bankability”

However, despite the concerns around risk allocation under the Model Solar PPA, international investors have flocked to Vietnam to develop solar power projects. Below we describe several recent projects that have secured financing:

Phu Yen Solar Project: Thai conglomerate B. Grimm Public Company Limited has made several investments in Vietnamese solar. Most recently, B. Grimm was able to secure US$186 million in lending from the Asian Development Bank (ADB) to support a solar project in Phu Yen province. ADB intends to fund the project by way of a US$148.8 million B-Loan; a US$27.9 million working capital loan; and a US$9.3 million loan from Leading Asia’s Private Infrastructure Fund (LEAP) (an ADB and Japan International Cooperation Agency backed vehicle).¹²

Da Mi Hydropower: ADB has also provided finance, by way of a US$37 million loan, to the Da Mi Hydropower Joint Stock Company for the development of a 47 MW floating solar power plant on the company’s existing 175 MW Da Mi hydropower plant in the Binh Thuan province.¹³ The loan comprises US$17.6 million from ADB itself, supplemented by US$15 million of low-cost finance made available by the Canadian Climate Funds for the Private Sector in Asia. These funds were established by the Canadian government, through ADB, and are designed to encourage greater private sector investment in “climate change mitigation and adaptation” projects in Asia and the Pacific. Completing the package is a US$4.4 million loan from LEAP.

Gulf Tay Ninh 2 Solar Project: LEAP and ADB, as a recurring theme in Vietnamese solar project financing, have also provided lending to the Gulf Tay Ninh 2 Joint Stock Company (GTN2) (formerly known as TTC Energy Development Investment Joint Stock Company), for the development of its 50 MW solar power plant in Tay Ninh Province. GTN2 is a joint venture between Gulf Energy Development Public Company Ltd (a leading Thai energy producer with an increasing focus on renewables) and TCC Group, a Vietnamese conglomerate. The US$37.8 million loan, described as an “innovative project finance structure” by ADB, is comprised of an US$11.3 million A loan and a B loan of up to US$18.9 million. An additional loan of US$7.6 million was made available by LEAP. The B loan is being funded by Bangkok Bank PCL, Siam Commercial Bank PCL and Standard Chartered Bank (Thai) PCL.¹⁴

Hong Phong 1 Solar Project: In January of this year, the Hong Phong 1 Energy Joint Stock Company issued Vietnam’s first renewable energy project bond to finance its 195 MWp solar power development, located in the Binh Thuan province, which achieved commercial operations on June 8, 2019. In addition to the 15 year VND 2.15 trillion and five year VND 400 billion project bonds, ING Bank N.V. is acting as lead co-financier, making a seven year US$30 million project finance loan available to Hong Phong. The bonds are guaranteed by the Credit Guarantee and Investment Facility (CGIF). CGIF is a US$1,077.6 million multilateral facility, established by the ASEAN members, China, Japan, Korea (ASEAN+3) and ADB, with the objective of developing and strengthening local currency and regional bond markets in the ASEAN+3 region, as part of the Asian Bond Markets Initiative. CGIF hopes that, as the first renewable energy project bond in Vietnam, Hong Phong will be the first of many local currency denominated project bonds issued throughout the ASEAN region.¹⁵

The reality is that, despite the reservations held by some international financial institutions regarding the risk allocation under the Model Solar PPA and its “bankability,” there is certainly appetite among local, regional and regional development banks to make financing available for Vietnamese solar projects. The fact that several international financial institutions appear to have, for the most part, baulked at the terms of the Model Solar PPA, does not appear to reflect the situation in Asia and has certainly not impeded the development of Vietnam’s solar sector.

A New Model Solar PPA – Will It Address The “Bankability” Issues?

In April of this year, the MOIT released the draft of a new circular to supersede Circular 16 that includes an amended and updated draft Model Solar PPA (with separate templates for grid-connected solar projects and rooftop solar systems). The new draft Model Solar PPA proposes a number of changes to the existing template that we will consider in some detail in a later article in this series. It should be noted that the proposed amendments to the Model Solar PPA remain in draft form and the private sector has the ability to recommend further amendments for consideration by the government. However, the initial reaction from the private sector has been subdued on the basis that the new draft Model Solar PPA does not in fact address the key issues that have been the focus of concern for lenders and investors. We would expect to see a revised draft being issued, assuming that the Vietnamese government takes the private sector’s feedback into consideration.

Conclusion

The rapid development of Vietnam’s solar sector clearly demonstrates that investors have been willing to proceed with projects, despite the risks presented by the Model Solar PPA. In the context of project financing, the vast majority of lending has been made by local and regional institutions, with the larger international banks largely looking on from the sidelines. It remains to be seen whether this trend will continue but, ultimately, any substantial increase in lending by the larger international financial institutions for Vietnamese solar projects is unlikely unless the Model Solar PPA is overhauled to incorporate terms that are considered typical for similar projects. The proposed new draft Model Solar PPA is a positive step but, unfortunately, its terms still appear to fall short of international expectations and we will be paying close attention to see what, if any, additional amendments the Vietnamese government will consider.

The release of Decision 13 is a welcome development in Vietnam’s solar power sector and, to a certain extent, helps to alleviate a number of developer concerns (primarily regarding the extension of the Solar FIT). However, we anticipate that further clarification will be required in order to address a number of matters, particularly the prospective pilot auction mechanism. The limited term of Decision 13 (until December 31, 2020) indicates that the Vietnamese government foresees the competitive bidding model as the future for the solar market.

Investors and developers are also awaiting the Vietnamese government’s publication of Power Development Plan VIII, which is widely expected to focus more on renewable energy. If the government does indeed place more emphasis on the development of renewables, then we anticipate that a concerted effort will be needed to address ongoing transmission and infrastructure issues in order to prevent overloading of the grid. The proposed introduction of solar auctions and competitive bidding has the ability to liberalize Vietnam’s energy market and developers will be watching with interest.

1 reNews.Biz, “COVID-19: 15-GW of Asia-Pacific renewables ‘at risk’,” April 22, 2020.

2 Solar Business Hub, “Largest solar PV power project in Southeast Asia inaugurated in Vietnam,” September 18, 2019.

3 China Daily, “Powerchina signs EPC contract for Asia Pacific market,” April 19, 2019.

4 VNexplorer, “Southeast Asia’s largest solar power plant to be built in Ninh Thuan,” March 25, 2020.

5 Deal Street Asia, “Thai Super Energy to pick controlling stake in Vietnamese assets for $457m,” April 6, 2020.

6 Renewable Energy Magazine, “SkyX Solar and SAIGONTEL Partner to Develop Over 50 MW of Rooftop Solar,” March 13, 2020.

7 Decision 11/2017/QD-TTg.

8 VnExpress, “Solar power generation surges 28 times,” April 14, 2020.

9 Decision No. 428/QD-TTg.

10 Ibid.

11 The World Bank, “World Bank and GIF Support the Government of Vietnam to Mobilize Private Investment in Solar Pilot Auction Program,” December 18, 2019.

12 SparkSpread, “ADB agrees to loan to Vietnamese solar project,” April 14, 2020.

13 Asian Development Bank, “ADB, DHD Deal to Provide First Large-Scale Floating Solar PV in Viet Nam,” October 2, 2019.

14 Asian Development Bank, “ADB Loan to Unlock Long-Term Financing for Solar Power in Viet Nam,” January 22, 2020.

15 Credit Guarantee & Investment Facility, “CGIF supports Hong Phong 1 Energy Joint Stock Company’s project bond to finance the 195MWp solar power project located in Binh Thuan province, Vietnam,” January 9, 2020.