DECISION

ESTABLISHMENT OF PARENT COMPANY - VIETNAM OIL AND GAS GROUP

THE PRIME MINISTER

Pursuant to the Law on Government Organization dated December 25, 2001;

Pursuant to the Law on State-owned Enterprises dated November 26, 2003;

Pursuant to the Law on Enterprises dated November 29, 2005;

Pursuant to the Government’s Decree No. 153/2004/ND-CP dated August 09, 2004 on organizational structure and management of state corporations and conversion from state corporations and independent state-owned companies into ones that operates in the form of parent company - subsidiaries;

Pursuant to the Decision No. 198/2006/QD-TTg dated August 29, 2006 of the Prime Minister on approval for Scheme on the Formation of Vietnam Oil and Gas Group;

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HEREBY DECIDES:

Article 1. Parent Company - Vietnam Oil and Gas Group (hereinafter referred to as “Vietnam Oil and Gas Group”) is established on the basis of reorganizing executive apparatus, assisting units and project management boards of Vietnam Oil and Gas Corporation.

1. Vietnam Oil and Gas Corporation is a state-owned company, has legal status, seal, logo and charter, is entitled to open accounts at the State Treasury and banks as prescribed by law and enjoy business autonomy, and has the responsibility to inherit legal rights and obligations and legitimate interests of Vietnam Oil and Gas Corporation.

2. Full name: Tập Đoàn Dầu khí Việt Nam (“Vietnam Oil and Gas Group”)

Business name in English: VIETNAM OIL AND GAS GROUP; abbreviated name: PETROVIETNAM, symbol: PVN.

3. Address of the headquarters: Hanoi city.

4. The organizational structure of Vietnam Oil and Gas Group (hereinafter referred to as “PVN”) at the time of establishment:

- Offices and departments assisting the Board of Directors and Board of Management;

- Boards of management of projects in which PVN invests;

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- Branches and representative offices.

5. The charter capital of PVN is the equity of Vietnam Oil and Gas Corporation on January 01, 2006 after being audited.

6. Business lines of PVN:

- Research into, exploration, extraction, processing, storage and transport of oil and gas, provision of oil and gas services;

- Import and export of oil and gas materials and equipment, oil and gas products, petrochemicals;

- Sale and distribution of oil and gas products, petrochemicals;

- Survey, design, construction, operation and repair of installations and equipment serving petroleum operations and civil purposes;

- Provision of counseling on investment in constructions and equipment serving petroleum operations and civil purposes; production and sale of building materials;

- Real estate trading;

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- Finance, securities, banking, insurance;

- Training and providing petroleum human resources; labor export;

- Hospitality industry, office lease;

- Other business lines prescribed by law.

7. The executive apparatus of PVN:

a/ PVN's Board of Directors is a representative of state ownership in PVN and has up to 09 members among which 01 representative of the Ministry of Industry and 01 representative of the Ministry of Finance shall be part-time members.. Members of the Board of Directors shall be appointed by the Prime Minister at the request of the Minister of Industry.

b/ PVN's Board of Supervisors has up to 05 members which are appointed by PVN's Board of Directors and among which the Chief of the Board of Directors is the member of the Board of Directors;

c/ The General Director of PVN shall be appointed or dismissed by or sign a contract with the PVN’s Board of Directors, which may also terminate such contract after the Prime Minister’s approval is granted;

d/ The ones assisting the General Director are Vice General Director and chief accountant appointed by PVN's Board of Directors at the request of the General Director.

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8. The relationship between PVN and representative of state ownership and member units shall comply with law and PVN’s charter.

9. PVN’s financial mechanism is specified in the Government’s Decree.

10. The Government shall uniformly manage and organize exercise of rights and discharge of obligations of the representative of state ownership towards PVN. The Prime Minister shall assign Ministers, heads of ministerial agencies, Governmental agencies and PVN’s Board of Directors to exercise rights of the representative of state ownership as prescribed by law. To be specific:

a/ The Prime Minister shall decide to:

- approve long-term goals, strategies and plans and business lines of PVN at the request of PVN's Board of Directors and according to opinions of the Ministry of Industry and Ministry of Planning and Investment;

- approve the charter and amendments to the charter of PVN at the request of PVN's Board of Directors and according to opinions of the Ministry of Industry, Ministry of Finance and Ministry of Planning and Investment;

- reorganize, dissolve and diversify share owners of PVN at the request of PVN's Board of Directors and according to opinions of the Ministry of Industry, Ministry of Finance and Ministry of Planning and Investment;

- appoint President and members of PVN's Board of Directors at the request of the Minister of Industry and according to the appraisal given by the Ministry of Home Affairs;

- approve the appointment or signing of contract with the General Director of PVN at the request of PVN’s Board of Directors and according to the appraisal given by the Ministry of Industry;

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- approve PVN’s investment projects, PVN’s outward investment projects within the Prime Minister’s power in accordance with regulations of the law on investment;

- decide to invest in capital to generate and adjust charter capital during operation of PVN at the request of PVN's Board of Directors and according to opinions of the Ministry of Industry, Ministry of Finance and Ministry of Planning and Investment.

b/ The Ministry of Industry shall:

- submit a written request for appointment of President and members of PVN’s Board of Directors to the Prime Minister;

- appraise the implementation of procedures and fulfillment of standards and conditions for appointment or signing of contract with the General Director of PVN, which are submitted to the Prime Minister by PVN’s Board of Directors;

- direct and inspect the implementation of PVN’s long-term goals, strategies and plans approved by the Prime Minister;

- give its opinions to the Prime Minister about the followings submitted to the Prime Minister by PVN’s Board of Directors:

+ Long-term goals, strategies and plans and business lines of PVN;

+ Charter and amendments to the charter of PVN;

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- supervise the execution of investment projects by PVN within its power in accordance with regulations of law on investment.

c/ The Ministry of Finance shall:

- invest in capital to generate and adjust charter capital during operation of PVN after the Prime Minister grants approval.

- inspect and supervise the use of capital and implementation of the Decree on financial mechanism applied to PVN; evaluate effectiveness of business and management by PVN’s Board of Directors.

d/ The Ministry of Home Affairs shall:

- appraise procedures, standards and conditions for appointing President and members of PVN's Board of Directors that are submitted by the Ministry of Industry to the Prime Minister;

- provide guidelines for completion of procedures for appointing, dismissing, rewarding or imposing disciplinary penalties on members of PVN's Board of Directors.

 dd/ The Ministry of Planning and Investment shall inspect the performance of goals and tasks assigned to PVN by the Prime Minister.

e/ Ministers, ministerial agencies and Governmental agencies shall perform state management of relevant fields of PVN;

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PVN’s Board of Directors shall:

- request the Prime Minister to approve PVN’s charter and amendments thereto;

- formulate a plan for establishment, dissolution and conversion of ownership within PVN and submit it to the Prime Minister; organize the implementation of the approved plan;

- decide on long-term goals, strategies and plans and business lines of PVN after obtaining the approval of the Prime Minister and of the company 100% of charter capital of which is held by PVN;

- approve the charter and amendments to the charter of the member company of which 100% of charter capital is held by PVN;

- decide to use, invest in and adjust capital and other sources in which PVN invests with respect to member companies, but ensuring fulfillment of requirements for charter capital upon establishment of a company or legal capital for the business lines as prescribed by law;

- decide to use capital of PVN to establish a member unit 100 % charter capital of which is held by PVN, but not exceeding the charter capital decided by the Board of Directors and after the approval of the Prime Minister is granted;

- approve the capital contribution plan of the member company 100% of charter capital of which is held itself to establish a new state-owned joint-stock company, state-owned single-member limited liability company or state-owned multi-member limited liability company that operates outside the areas or fields specified in Article 6 of the Law on State-owned Enterprises.

- decide on group A investment projects included in PVN’s five-year plan approved by the Prime Minister.

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- decide to appoint, dismiss, sign or terminate a contract with, reward or impose disciplinary penalties on the General Director after obtaining the approval of the Prime Minister.

- carry out inspections and supervise the President and members of Board of Members, presidents of companies, General Director and directors of member units performing their tasks in accordance with regulations of the Law on State-owned Enterprises, Law on Enterprises and PVN’s charter.

11. PVN’s subsidiaries:

a/ Corporations operating in the form of Parent Company-Subsidiary over 100% of charter capital of which is held by PVN:

- Petroleum Exploration and Extraction Corporation (to be formed on the basis of reorganizing units exploring and extracting oil and gas);

- Gas Corporation (to be formed on the basis of reorganizing PetroVietnam Gas Company, gas producers, traders and wholesalers, joint-venture factories and gas project management boards);

- Power Production and Trading Corporation (to be newly established when the power plants in which PVN invests are put into operation);

- Oil Refinery Corporation (to be newly established when the oil refinery plants in which PVN invests are put into operation).

The organizational structure of the aforementioned companies: President of Corporation, General Director of company, Vice General Directors of Corporation, chief accountant of Corporation and assisting units.

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- Petrovietnam Oil Processing and Distribution Company Limited;

- Petroleum Labor Export and Supply One-Member Limited Liability Company (to be newly established).

c/ Companies over 50% of charter capital of which is held by PVN:

- Joint-stock companies:

+ Petroleum Technical Service Joint-Stock Company;

+ PetroVietnam Tourism and Service Joint-Stock Company;

+ PetroVietnam Drilling and Drilling Service Joint-Stock Company;

+ PetroVietnam Investment Consultancy and Engineering Joint-Stock Company;

+ PetroVietnam Engineering and Construction Join-Stock Company;

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- Companies to be equitized during 2006-2007:

+ PetroVietnam Insurance Company;

+ PetroVietnam Transport Company;

+ PetroVietnam Fertilizer and Chemicals Company.

d/ Joint-ventures:

- VietsovPetro Joint-Venture Factory;

- Mekong Petroleum Joint-Venture.

dd/ Companies newly established in accordance with regulations of law:

- PetroVietnam Real Estate Joint-Stock Company;

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- PetroVietnam Joint-Stock Bank.

12. Affiliates less than 50% of charter capital of which is held by PVN:

a/ Companies to be equitized during 2006-2007:

- Northern Liquefied Gas Trading Company;

- Southern Liquefied Gas Trading Company.

b/ Other companies to be set up in accordance with regulations of law.

13. Science and technology companies: to be formed on the basis of reorganizing the Vietnam Petroleum Institute and research units of Vietnam Oil and Gas Corporation.

14. Training institutions:

- Petroleum Human Resource Training School;

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15. PVN’s Board of Directors shall add subsidiaries, affiliates and other member units as prescribed by law.

Article 2. Implementation

1. The Ministry of Industry shall request the Prime Minister to appoint President and members of PVN's Board of Directors within the fifth quarter of 2006.

2. The Ministry of Finance shall take charge and cooperate with the Ministry of Industry, PVN’s Board of Directors and relevant authorities in preparing and proposing the promulgation of Government’s Decree on financial mechanism applied to PVN.

3. President and members of the Board of Directors of PVN and General Director of PVN shall keep managing PVN until a new President and members of the Board of Directors of PVN and General Director of PVN are appointed as prescribed by law.

4. PVN’s Board of Directors shall:

- request the Prime Minister to approve PVN’s charter;

- request the Prime Minister to grant approval for appointing or signing contract with General Director of PVN.

- request the Prime Minister to approve the plan for establishment of the companies mentioned in Point a Clause 11 and formation of the companies mentioned in Point dd Clause 11 and Clause 13 Article 1 of this Decision; decide on formation of the companies mentioned in Point b Clause 11 Article 1 of this Decision.

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Article 3. This Decision comes into force 15 days after the date on which it is published on the Official Gazette.

Minister of Industry, Minister of Finance, Minister of Planning and Investment, Minister of Labor, War Invalids and Social Affairs, Minister of Home Affairs, heads of relevant agencies, Steering Committee for Enterprise Renovation and Development, Board of Directors of PVN and Board of Directors of Vietnam Oil and Gas Corporation are responsible for the implementation of this Decision./.

THE PRIME MINISTER




Nguyen Tan Dung