Decision No. 198/2006/QD-TTg approving the scheme on the formation of the Viet Nam National Oil and Gas Group

1. To form the Vietnam National Oil and Gas Group under multiple ownership with the State holding the dominantshare of capital on the basisof reorganizing the Vietnam Oil and Gas Corporation and its member units. The Vietnam NationalOil and Gas Group shall havemodern technologIes and management lever and a high degree of specialization, deal in various r£ VIETNAM LAW & LEGAL FORUM Issue no 04lSeptember 2006 OFFICIAL GAZETTE 37 (Cong Baonos 31-321September 12,2006) business lines. in which oil and gas exploration, oil refinery plants investedby the Vietnam Oil and Gas exploitation, processing anddistribution constitutethe Group are put into operation). main one; closely combine production and business The aforesaid corporations' managerial structure activities with scientific andtechnological research and shall each comprise a chairman, a general director, application and training; and act as the core for the deputy general directors, a chief accountant and an Vietnam's oil and gas industry to develop in a assisting body. sustainable manner, raise its competitiveness, cI One-member limitedliabilitycompanies in which effectively integrate intothe international economyand the Vietnam Oil and Gas Group holds 100% of charter ensure energy security for national development. capital (to be executed in 2006-2007): - PetroVietnam Finance One-Member Limited

2. The Vietnam National Oil and Gas Group shall LiabilityCompany; consist of: - PetroVietnam Trading One-Member Limited al The parent company - the Vietnam Oil and Gas Liability Company; Group - which is a state company having the function - Petroleum ProductProcessing andTrading One- of signing and supervising the performance of Member Limited Liability Company; petroleum contracts with foreign countries; executes - PetroVietnam ManpowerSupplyandExport One- national key projects on oil and gas; makes financial Member Limited Liability Company (to be newly investment in other enterprises; holds the right of established). dominance over subsidiary companies throughcapital dl Companies in which the Vietnam Oil and Gas and properties assigned bythe State for management, Group holds more than 50% of charter capital: technologies, brands and markets; and is formed on the basisof reorganizing the managerial and executive - Joint-stockcompanies: apparatus, assistingoocnes and projectmanagement Petruleum Technical Service Joint-Stock. -t units of the VietnamOil and Gas Corporation. Company; bl Corporations operating after the parent + PetroVietnam Tourism and Service Joint-Stock company-subsidiary company model, with the parent Company; companies having 100%of their charter capital held -I- PetroVietnam Drilling and Drilling ServiceJoint- by the Vietnam Oil and Gas Group: Stock Company; - Petroleum Exploration and Exploitation + PetroVietnam Investment Consultancy and Corporation (to be formed on the basisof reorganizing Design Company; units operating in oil and gas survey, exploration and + PetroVietnam Engineering and Construction exploitation); Company; - Gas Corporation (to be formed in the basis of + Drilling Mud Company; reorganizing PetroVietnam Gas Company, gas ~ Companies to be oquitized in 2006-2007: production and wholesale units, joint-venturefactories + PetroVietnam Insurance Company; and gas project management units); + PetroVietnam Transport Company; - Power Production and Trading Corporation (to be established when power plants invested by the + PetroVietnam Fertilizer and Chemicals Company; Vietnam Oil and Gas Group arc put into operation); - Joint-venture factories: - Oil Refinery Corporation (to be establishedwhen + VietsovPetro Joint-Venture Factory; ~~ VIETNAM LAW & LEGAL FORUM 38 OFFICIAL GAZETTE Issye no04/September 2006 (Cong BaD nos 31.321September 12,2006) + Mekong Petroleum Joint-Venture Company; according to current provisions of law and the - Enterprises newly established under the organization and operation Charter of the Vietnam Oil provisions of law: and Gas Group. + PetroVietnam Real Estate Joint-Stock Company; 4. The establishment of new member units, transformation of member units into one-member + PetroVietnam Securities Joint-Stock Company; limited liability company and joint-stock company, and + PetroVietnam Joint-Stock Bank. addition of new member units shall comply with the e/ Companies in which the Vietnam Oil and Gas provisions of law. Group holds less than 50% of charter capital: Article 2.- Organization of implementation: - Companies to be equitized in 2006-2007: + Northern Liquefied Gas Trading Company; 1. Ministries, ministerial-level agencies and government~attached agencies shall perform the + Southern Liquefied Gas Trading Company. function of state management in relevant domains, - Other companies to be set up under the provisions exercise some rights and perform some obligations of law. of the owner towards the Vietnam Oil and Gas Group fl Scientific and technological enterprises: To be as assigned by the Prime Minister. formed on the basis of reorganizing the Vietnam 2. The Ministry of Industry shall have to direct and Petroleum Institute and research units under the supervise the implementation of this Decision; Vietnam Oil and Gas Corporation. promptly detect and settle arising problems and report g/ Training establishments: to the Prime Minister on matters falling beyond its competence; assume the prime responsibility for, and ~ Petroleum Human Resource Training School; coordinate with concerned agencies in. studying and • Petroleum University (which shall be established proposing to the Prime Minister new solutions which when conditions permit and operate under the need to be experimented during the course of business mechanism). implementation.

3. The Vietnam Oil and Gas Group and its member 3. The Ministers of Finance; Planning and units shall be organized and operate under legal Investment; Labor, War Invalids and Social Affairs; and provisions applicable to their organizational form. The Home Affairs, heads of concerned agencies, and the relationship between the Vietnam Oil and Gas Group Steering Committee for Renewal and Development of and the State in the capacity as its owner as well as Enterprises shall, according to their functions and its member units shall comply with the laws and the tasks. have to coordinate with the Ministry of Industry organization and operation charter of the Vietnam Oil and the Managing Board of the Vietnam all and Gas and Gas Group. Corporation and the Managing Board of the Vietnam The Government shall perform the unified Oil and Gas Group in performing the aforesaid tasks. management of, exercise the rights and perform the Article 3.- This Decision shall take effect 15 days obligations of the owner towards, the Vietnam Oil and after its publication in "CONG BAD." Gas Group. The Prime Minister shall assign ministries, ministerial-level agencies, government·attached The Ministers of Industry; Finance; Planning and agencies and the Managing Board of tile Vietnam Oil Investment; Labor, Invalids and Social Affairs; and and Gas Group to exercise some rights of the owner Home Affairs, heads ofconcerned units, the Steering t' VIETNAl'vl LAW B, LEGAL FORUfl.l Issue no 04fSeptember 2006 OFFICIAL GAZETTE 39 (Gong Beonos 31-321September 12,2006) Committee for Renewal and Development of Enterprises, the Management Board of the Vietnam Oil and Gas Corporation and the Management Board of the Vietnam 011 and Gas Group shall have to implement this Decision. Prime Minister NGUYEN TAN DUNG ,tJ VIETNAM LAW & LEGAL FORUM