Law on Oil and Gas 2026, No. 10/2026/QH16

LAW
ON OIL AND GAS

Pursuant to the Constitution of the Socialist Republic of Vietnam, which had a number of articles amended and supplemented under Resolution No. 203/2025/QH15;

The National Assembly promulgates the Law on Oil and Gas.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Law provides for basic oil and gas investigation and oil and gas activities within the mainland, islands and seas of the Socialist Republic of Vietnam.

Article 2. Subjects of application

This Law applies to Vietnamese and foreign agencies, organizations and individuals involved in basic oil and gas investigation and oil and gas activities.

Article 3. Interpretation of terms

In this Law, the terms below are construed as follows:

1. Oil and gas include crude oil, natural gas and solid or semi-solid hydrocarbons in the natural state, and unconventional oil and gas. Unconventional oil and gas include natural hydrogen, coal gas, shale oil or argillite oil, shale gas or argillite gas, combustible ice, bitumen or oil and gas in other forms that may exist.

2. Basic oil and gas investigation means the research, survey and investigation of geological formations and material composition, conditions and laws of oil and gas generation aiming to evaluate oil and gas potentials and prospects for use as the basis for setting orientations for oil and gas prospecting activities.

3. Oil and gas activities include activities of oil and gas prospecting, oil and gas field development, oil and gas production, and decommissioning of oil and gas structures.

4. Oil and gas contract means a written agreement signed between the Vietnam National Industry - Energy Group (formerly the Vietnam Oil and Gas Group) and a contractor/contractors to conduct oil and gas activities.

5. Oil and gas production sharing contract means an oil and gas contract containing terms on the sharing of products between the contractual parties on the basis of the quantity of oil and gas obtained from oil and gas activities in the respective contract area; contractors are entitled to cost recovery from oil and gas production, take full responsibility for financial and technical aspects and bear risks by themselves.

6. Combustible ice means the mixture of hydrocarbons and water in the natural, solid state that exists in the form of frozen crystals.

7. CCS (Carbon Capture and Storage) activities include the capture, treatment, transportation, injection and storage of carbon dioxide (CO₂) in geological formations, structure decommissioning, and monitoring of CO₂ storage areas.

8. Oil and gas structures include drilling platforms, production platforms, auxiliary platforms, storages, floating storages, pipeline systems for transporting oil and gas resources to shore, mooring buoys, wells, wellhead assemblies and combinations of related facilities, machinery and equipment, gas receiving and distribution centers and stations; oil and gas processing and treatment plants, and facility structures that are manufactured, constructed and installed permanently or temporarily in service of oil and gas activities.

9. CCS facilities means systems of facilities and equipment serving CCS activities.

10. Shale oil or argillite oil means hydrocarbons in the natural, liquid state that is contained in shale or argillite formations.

11. Oil and gas initially-in-place means the calculated or estimated quantity of oil and gas existing initially in naturally occurring accumulations, whether or not discovered by wells.

12. Crude oil means hydrocarbons in the natural, liquid state, asphalt, ozokerite and condensate. Condensate is a hydrocarbon in liquid state obtained from natural gas by condensation or production.

13. Oil and gas services mean commercial, technical and technological services in service of basic oil and gas investigation, oil and gas activities, CCS activities associated with oil and gas activities, and offshore energy facilities associated with oil and gas activities.

14. Oil and gas project means an independent project or a collection of component projects that is/are formed for the purpose of conducting oil and gas activities.

15. Project on enhanced oil recovery of oil and gas fields, field clusters and blocks means an oil and gas project carried out by the Vietnam National Industry - Energy Group or an enterprise in which the Vietnam National Industry - Energy Group holds 100% of the charter capital after the expiration of the existing oil and gas contract, where no contractor is selected to continue production activities at the oil and gas fields, field clusters and blocks under a new oil and gas contract, until such production activities ceases to be economically efficient.

16. Oil and gas recovery coefficient means the ratio of the quantity of recoverable oil and gas to the quantity of oil and gas initially-in-place of a field or reservoir.

17. Outline plan for oil and gas field development means a document presenting the contents of general research on the necessity, feasibility and preliminary efficiency of an oil and gas field development project with a view to selecting an appropriate field development plan, taking into consideration the potential for future expansion of the field or area (if any).

18. Plan on early production of an oil and gas field means a document presenting the contents of research on the necessity, feasibility and efficiency of the option on early development of the oil and gas field in order to implement oil and gas production concurrently with collection of additional information on the field or reservoir or the course of action for production with the goal of optimizing the oil and gas field development.

19. Oil and gas field development plan means a document presenting the contents of research on the necessity, feasibility and efficiency of the selected oil and gas field development option for use as the basis for developing the oil and gas field.

20. Plan on decommissioning of oil and gas structures means a document presenting the contents of research on technical, technological, safe, and environmental options and solutions for, and costs and progress of, the decommissioning of oil and gas structures.

21. Oil and gas production means activities conducted to recover oil and gas from oil and gas fields.

22. Shale gas or argillite gas means hydrocarbons in the natural, gaseous state that is contained in shale or argillite formations.

23. Associated gas means hydrocarbons in the gaseous state that is separated during the recovery and processing of crude oil.

24. Natural hydrogen means hydrogen in gaseous state, initially existing in natural accumulations and recovered from wells.

25. Coal gas means hydrocarbons with the main constituent being methane in the gaseous state that is contained in coal seams.

26. Natural gas means hydrocarbons in the natural, gaseous state that is extracted from wells, including also associated gas.

27. Oil and gas block means an area delimited by points with definite geographical coordinates, which is demarcated for the purpose of conducting oil and gas activities.

28. Open oil and gas block means an oil and gas block that is currently under no oil and gas contract.

29. Oil and gas field means a combination of underground geological formations that have been identified as having one or more than one oil and gas-containing reservoir or aquifer.

30. Marginal oil and gas field means an oil and gas field that cannot be developed for exploitation as the investment efficiency is asymptotically lower than the minimum level, given the technological level and normal economic and technical conditions at the time of evaluation.

31. Offshore energy means wind, solar and ocean energy and other forms of energy obtained offshore.

32. Operator means an organization representing contractors to an oil and gas contract to operate oil and gas activities within the scope of authorization under the provisions of the oil and gas contract.

33. Contractor means an investor that is entitled to conduct oil and gas activities on the basis of an oil and gas contract.

34. Oil and gas discovery means an accumulation of oil and gas discovered by well drilling.

35. Oil and gas field development means activities of planning, designing, procuring, manufacturing, constructing and installing oil and gas structures for the purpose of oil and gas production.

36. Participating interests means the rights, interests, obligations and responsibilities of contractors under an oil and gas contract. Participating interests of each contractor at each time is expressed in percentage, and recorded in the oil and gas contract and the investment registration certificate.

37. Vietnam National Industry - Energy Group means a state enterprise whose international transaction name is the Vietnam National Industry - Energy Group, abbreviated as PETROVIETNAM or Petrovietnam, formerly the Vietnam Oil and Gas Group.

38. Oil and gas prospecting means an activity conducted for the purpose of discovering oil and gas accumulations and appraising such accumulations.

39. CO₂ storage geological formation means an underground natural geological formation capable of containing and permanently isolating CO₂, including depleted oil and gas fields, saline aquifers, or other suitable geological structures.

40. International oil and gas industry practices mean standards, methods and procedures that have been widely accepted and used by oil and gas investors and countries conducting basic oil and gas investigation and oil and gas activities in the world.

41. Decommissioning of oil and gas structures means an activity conducted for the purpose of demolition, dismantlement, destruction, conversion, and temporary or permanent preservation or other technical measures conformable to law and international oil and gas industry practices with regard to oil and gas structures that are no longer necessary for oil and gas activities.

42. Cost recovery means the receipt back of costs already paid for conducting oil and gas activities from the oil and gas production output in the area under an oil and gas contract that is allowed to be recovered under the oil and gas contract.

43. Oil and gas reserve means the quantity of oil and gas expected to be commercially recoverable from the quantity of oil and gas initially-in-place of a field with certain economic and technical conditions.

44. Declaration of commercial discovery means a written notice sent from a contractor to the Vietnam National Industry - Energy Group of a profitably exploitable oil and gas discovery.

Article 4. Application of the Law on Oil and Gas, relevant laws, foreign laws, international oil and gas industry practices

1. In case there are differences in the provisions of the Law on Oil and Gas and those of another law on a specific issue concerning basic oil and gas investigation and oil and gas activities, the Law on Oil and Gas’s provisions concerning the following issues shall prevail:

a) The competence, order and procedures for investment in oil and gas projects;

b) The competence of the Members’ Council of the Vietnam National Industry - Energy Group on the use of capital by the Vietnam National Industry - Energy Group and enterprises with 100% charter capital held by the Vietnam National Industry - Energy Group when exercising the right to participate in oil and gas contracts and the preemptive right to buy participating interests under oil and gas contracts and when conducting oil and gas activities according to the phases of oil and gas contracts and oil and gas projects;

c) Cost handling principles; and management and use of information, data, documents, specimens, materials in inventory, oil and gas structures and other assets that have been installed and invested under terminated oil and gas contracts in order to continue to conduct oil and gas activities or decommission oil and gas structures received for decommissioning;

d) The selection of contractors to sign oil and gas contracts;

dd) Operating mechanisms and financial mechanisms for enhanced oil and gas recovery activities.

2. In case another law that is promulgated after the effective date of this Law provides for the competence, order, procedures and conditions for conducting basic oil and gas investigation and oil and gas activities differently from the Law on Oil and Gas, such law must specify issues to which the Law on Oil and Gas shall apply, issues to which the Law on Oil and Gas shall not apply, and issues to which it shall apply.

3. The parties to an oil and gas contract may agree in the contract on the application of foreign laws or international oil and gas industry practices to specific matters under the oil and gas contract if the consequences of such application are not contrary to the basic principles of Vietnam’s law, in case Vietnam’s law contains no provisions thereon.

Article 5. The State’s policies on oil and gas

1. The State shall encourage Vietnamese and foreign organizations and individuals to invest in basic oil and gas investigation and oil and gas activities in Vietnam in order to increase oil and gas resources, reserves and production output in potential areas and deep-water and offshore areas; contributing to ensuring national energy security, developing national economy, and protecting Vietnam’s legitimate rights and interests in accordance with treaties to which the Socialist Republic of Vietnam is a contracting party.

2. The State shall guarantee the ownership over investment capital, assets and other lawful rights and interests of Vietnamese and foreign organizations and individuals conducting basic oil and gas investigation and oil and gas activities in Vietnam.

3. The State shall not collect levy for the use of sea areas for basic oil and gas investigation and oil and gas activities, treatment and transportation of oil and gas resources to shore by pipeline; or for facilities and pipeline systems for the capture, transportation and storage of CO₂.

4. The State shall adopt investment incentive policies for oil and gas projects on the basis of each oil and gas block or field in order to promote unconventional oil and gas prospecting, development and production; oil and gas blocks and fields located in deep-water and offshore areas, areas with extremely difficult, difficult geographical conditions or complicated geological conditions; marginal oil and gas fields; application of solutions or technologies to increase oil and gas recovery coefficient.

5. The State shall encourage Vietnamese and foreign organizations and individuals to share, access and use oil and gas infrastructure and structures in service of basic oil and gas investigation and oil and gas activities.

6. The State shall encourage Vietnamese and foreign organizations and individuals to use goods and services provided by domestic suppliers for conducting basic oil and gas investigation and oil and gas activities.

7. The State shall adopt policies to encourage the sharing and utilization of existing infrastructure and available information and data of the oil and gas industry for the development of the marine economy.

Article 6. Principles of basic oil and gas investigation and oil and gas activities

1. Vietnam’s oil and gas resources belong to the entire-people ownership with the State acting as the owner’s representative and performing the uniform management.

2. Organizations and individuals shall conduct basic oil and gas investigation and oil and gas activities on the basis of respect for independence, sovereignty, territorial integrity, sovereign rights and jurisdiction; assurance of interests and national security of Vietnam; compliance with Vietnam’s law and treaties to which the Socialist Republic of Vietnam is a contracting party.

3. Organizations and individuals conducting basic oil and gas investigation and oil and gas activities shall comply with Vietnam’s laws on national defense, national security, social order and safety, community well-being, environmental protection, disaster prevention and control, climate change response, oil spill response, maritime safety, protection of natural resources and cultural heritages and historical-cultural relics and scenic spots.

4. Organizations and individuals conducting basic oil and gas investigation and oil and gas activities shall use state-of-the-art techniques and technologies, digital transformation, comply with national technical regulations, and apply standards conformable with Vietnam’s law and international oil and gas industry practices.

5. Organizations and individuals conducting oil and gas activities shall purchase insurance for structures, equipment and facilities used for oil and gas activities, liability insurance for environmental damage, third-party civil liability insurance, personal accident insurance and other types of insurance in accordance Vietnam’s law and international oil and gas industry practices.

6. All information, data, documents and specimens obtained during the course of conducting basic oil and gas investigation and oil and gas activities shall be managed by the State. The collection, handover, management, use and security of information, data, documents and specimens obtained during the course of conducting basic oil and gas investigation and oil and gas activities must comply with Vietnam’s law and agreements on implementation of basic oil and gas investigation and oil and gas contracts.

7. Basic oil and gas investigation and oil and gas activities that are directly related to national sovereignty, sovereign rights, national jurisdiction, national defense, security, foreign affairs, and commitments made on behalf of the Government of Vietnam shall be reported to competent authorities before being carried out.

Article 7. Bases for conducting oil and gas activities

1. Oil and gas activities shall be carried out on one of the following bases:

a) An oil and gas contract signed for oil and gas fields, field clusters and blocks;

b) The operating, management and financial mechanisms for a project on enhanced oil recovery of oil and gas fields, field clusters and blocks, promulgated by the state management agencies on oil and gas and applicable to a project taken over from a contractor or a enhanced oil recovery project.

2. The state management agencies on oil and gas shall submit the list of oil and gas blocks and adjustments thereto to the Prime Minister for approval on the basis of the proposal of the Vietnam National Industry - Energy Group.

3. The Government shall detail Clause 2 of this Article.

Article 8. Requirements on oil and gas safety

1. Organizations and individuals conducting basic oil and gas investigation and oil and gas activities must establish safety zones around oil and gas structures.

2. The safety zone around an offshore oil and gas structure embraces:

a) A no-entry zone, except for subsea structures, which is an area determined by a radius of 500 meters from the outermost edge of the oil and gas structure to all directions, covering also the anchor position in case the structure is a floating facility or movable structure, except for special cases decided by the Prime Minister;

b) A no-anchor or no-subsea activity zone, which is an area determined within the distance of 2 nautical miles from the outermost edge of the oil and gas structure, even in case the structure is a subsea structure, where the anchoring of facilities and ships and subsea activities are prohibited, except special cases approved by contractors or decided by the Prime Minister.

3. The safety zone around an onshore oil and gas structure is a safety zone around the onshore structure and equipment serving oil and gas activities, which shall be determined depending on geographical and social conditions of the area where oil and gas activities are conducted and serve the purpose of ensuring the safety of humans and facilities in the course of conducting oil and gas activities.

4. Organizations and individuals conducting basic oil and gas investigation and oil and gas activities shall perform the following tasks to ensure oil and gas safety:

a) Formulating documents on safety management;

b) Establishing, maintaining and developing a safety management system to ensure control of risks;

c) Establishing and maintaining an effective emergency response system, minimizing damage upon occurrence of incident or accident causing harms to humans, the environment or property;

d) Equipping a warning system capable of detecting bad situations that are likely to occur, causing danger to oil and gas structures and the environment;

dd) Equipping guard ships to ensure promptly response to emergency cases, for manned offshore oil and gas structures.

5. The Government shall detail this Article.

Article 9. Prohibited acts in basic oil and gas investigation and oil and gas activities

1. Conducting basic oil and gas investigation and oil and gas activities without permission of competent state management agencies.

2. Taking advantage of basic oil and gas investigation and oil and gas activities to affect national defense, security, national sovereignty, national interests, and lawful rights and interests of organizations and individuals; causing environmental pollution.

3. Taking advantage of basic oil and gas investigation and oil and gas activities to exploit other natural resources and minerals.

4. Obstructing lawful activities in basic oil and gas investigation and oil and gas activities.

5. Deliberately sabotaging property, equipment, and oil and gas structures; destroying information, data, documents and specimens obtained in the course of conducting basic oil and gas investigation and oil and gas activities.

6. Intentionally falsifying or illegally providing specimens, information and data obtained from basic oil and gas investigation and oil and gas activities.

7. Committing corruption or causing loss and waste in the course of conducting basic oil and gas investigation and oil and gas activities.

Chapter II

BASIC OIL AND GAS INVESTIGATION

Article 10. Organization of basic oil and gas investigation

1. Based on energy and mineral resource strategies and plans, and proposals of organizations and individuals, the state management agencies on oil and gas shall approve the list of schemes on basic oil and gas investigation, ensuring comprehensiveness and consistency. The list of schemes on basic oil and gas investigation shall contain information on the organization in charge of implementation, funding sources and implementation cost estimates, implementation period, and the form of organization of basic oil and gas investigation.

Upon receipt of a proposal for conducting basic oil and gas investigation in the area in which eligible entities have been assigned to conduct basic geological investigation of minerals or exploration and exploitation of minerals in accordance with the law on geology and minerals, the state management agencies on oil and gas shall decide on the coordination between related organizations and individuals on the basis of ensuring the highest efficiency and maximum national interests.

2. Funds for conducting basic oil and gas investigation shall be included in state budget estimates, the budget of the Vietnam National Industry - Energy Group, funds of organizations and individuals and other lawful funding sources.

3. Forms of organizing the implementation of schemes on basic oil and gas investigation include:

a) Document on assignment of tasks, in case state agencies or enterprises take charge of the implementation of the schemes;

b) Agreement on the implementation of basic oil and gas investigation between the Vietnam National Industry - Energy Group and other organizations in case these organizations take charge of the implementation of the schemes.

4. Reports on outcomes of basic oil and gas investigation shall be updated to the national database system on geology and minerals.

5. The Government shall detail this Article.

Article 11. Contents of basic oil and gas investigation

1. Conducting geological and geophysical research and survey; investigation of geological formations and material composition, drilling for the purposes of collecting data and specimens; making reports, drawing geological and geophysical maps of areas under investigation and thematic maps in service of oil and gas prospecting, combined with carrying out research on geohazards, environmental geology and other minerals; drawing relevant thematic maps.

2. Searching for signs of oil and gas, evaluating oil and gas potential and prospects, implementing zoning and classification by object and group of geological formations in order to identify new oil and gas areas and set orientations for oil and gas prospecting activities.

Article 12. Rights and obligations of organizations conducting basic oil and gas investigation

1. Organizations conducting basic oil and gas investigation have the following obligations:

a) To comply with the contents of approved schemes;

b) To ensure the truthfulness and completeness in collecting and synthesizing documents and information on oil and gas geology; to ensure confidentiality of information in the course of conducting basic oil and gas investigation;

c) To protect minerals and other natural resources in the course of conducting basic oil and gas investigation;

d) To submit reports on the outcomes of basic oil and gas investigation for updating to the national database system on geology and minerals.

2. Organizations conducting basic oil and gas investigation have the right to transfer abroad documents obtained in the course of conducting basic oil and gas investigation and specimens of assorted categories in a quantity conformable with their characteristics and the requirements for analysis and trial processing according to the approved schemes and shall comply with the law on protection of state secrets and other relevant laws.

3. Organizations other than state agencies and enterprises conducting basic oil and gas investigation have the rights specified in Clause 2 of this Article and the following rights:

a) To manage the exploitation and use of information, data and outcomes of basic oil and gas investigation according to the approved agreements;

b) To use information according to the commitment on document confidentiality; propose cost recovery when participating in bidding for, and signing, oil and gas contracts for oil and gas blocks in areas for which basic oil and gas investigation has been conducted under the schemes.

Article 13. Management, exploitation and use of information, data, documents, specimens and outcomes of basic oil and gas investigation

1. State agencies and enterprises in charge of conducting basic oil and gas investigation shall manage information, data, documents, specimens and outcomes of basic oil and gas investigation they conduct; other organizations in charge of conducting basic oil and gas investigation shall submit information, data, documents, specimens and approved outcomes of basic oil and gas investigation to the Vietnam National Industry - Energy Group for management.

2. Organizations and individuals may exploit and use information, data, documents, specimens and outcomes of basic oil and gas investigation to carry out research and evaluation and make proposal on signing of oil and gas contracts and shall pay charges for exploitation and use of oil and gas documents in accordance with the law on charges and fees or approved agreements.

3. Organizations and individuals that access, refer to, exploit and use information, data, documents, specimens and outcomes of basic oil and gas investigation must ensure information confidentiality in accordance with law and agreements.

4. The Government shall detail this Article.

Chapter III

SELECTION OF CONTRACTORS FOR SIGNING OIL AND GAS CONTRACTS

Article 14. Forms of contractor selection

1. Open bidding shall be applied on the principle of competition with regard to oil and gas blocks.

2. Restricted bidding shall be applied to cases with special requirements or matters related to national defense, security or foreign affairs that only a few contractors can satisfy.

3. Contractor appointment shall be applied to an oil and gas block in the following cases:

a) It is related to national defense, security or foreign affairs and only one contractor can satisfy the requirements;

b) There is only one organization or individual that fully satisfies the conditions specified in Article 15 of this Law showing interest and proposing the signing of an oil and gas contract for the block after information thereon has been made public for 30 days;

c) There is only one proposal from a contractor or group of contractors in the contractor consortium currently performing an oil and gas contract regarding an additional investment plan within the same contract area, with the economic and technical conditions applicable to the new oil and gas contract, after the signed oil and gas contract has expired;

d) Other cases approved by the Prime Minister at the proposal of the Vietnam National Industry - Energy Group.

4. The Government shall detail this Article.

Article 15. Conditions for participation in bidding for selection of contractors

Organizations and individuals participating in bidding for selection of contractors to sign oil and gas contracts must satisfy the following conditions:

1. Having establishment and operation registration certificates granted in accordance with the law of their country, for institutional contractors; or having full civil act capacity in accordance with the law of the country of which they are citizens, for individual contractors;

2. Having financial and technical capacity and experience in oil and gas activities. Those who do not satisfy this condition must enter into partnerships with other organization and individual so as to be qualified for participating in the bidding.

Article 16. Criteria for selection of contractors and methods of evaluating bid dossiers, dossiers of proposals

1. Contractor selection criteria include:

a) The contractor’s capacity and experience;

b) Technical conditions suitable to each oil and gas block;

c) Economic conditions suitable to each oil and gas block.

2. Bid dossiers and dossiers of proposals shall be evaluated according to the scoring, comparison and synthesis methods.

3. A contractor shall be selected to be negotiated when the following conditions are met:

a) Its/his/her bid dossier or dossier of proposals is valid;

b) It/he/she satisfies the requirements on capacity and experience in oil and gas activities;

c) It/he/she satisfies requirements on technical conditions;

d) It/he/she satisfies requirements on economic conditions;

dd) Its/his/her bid dossier or competitive offer dossier is ranked first.

4. The Government shall detail this Article.

Article 17. Organization of contractor selection

1. The Vietnam National Industry - Energy Group has the following responsibilities:

a) To formulate and approve a plan on contractor selection;

b) To announce the invitation for bid; to approve and issue bidding dossiers or dossiers of request; to organize the evaluation of bid dossiers or dossiers of proposals;

c) Organize the negotiation and finalize the contents of the oil and gas contract with the selected contractor;

d) Approve and notify the results of the selection of contractors for signing the oil and gas contract.

2. The Government shall detail this Article.

Chapter IV

OIL AND GAS CONTRACTS

Article 18. Appraisal, approval and modification of oil and gas contracts and issuance and modification of investment registration certificates

1. Upon completion of the selection of contractors to sign an oil and gas contract and the negotiation of the oil and gas contract, or upon completion of the negotiation of an agreement amending the oil and gas contract, the Vietnam National Industry - Energy Group shall submit the application dossier to the state management agency on oil and gas for appraisal and approval of the contents of the oil and gas contract or the agreement amending the oil and gas contract.

The approval of the contents of the oil and gas contract or the agreement amending the oil and gas contract shall replace the approval of the investment policy or the approval of the adjustment of the investment policy for the oil and gas project (if any) in accordance with the relevant laws.

2. Upon receipt of the approval specified in Clause 1 of this Article, the Vietnam National Industry - Energy Group shall coordinate with the contractor to sign the oil and gas contract or the agreement amending the oil and gas contract.

3. Based on the signed oil and gas contract, the state management agency on oil and gas shall issue an investment registration certificate to the contractor and the Vietnam National Industry - Energy Group.

4. Based on the signed agreement amending the oil and gas contract, the state management agency on oil and gas shall issue an amended investment registration certificate to the contractor and the Vietnam National Industry - Energy Group.

5. The Government shall detail this Article and the modification of the contents of oil and gas contracts.

Article 19. Types of oil and gas contracts and major contents of oil and gas contracts

1. Types of oil and gas contracts include:

a) Oil and gas production sharing contract;

b) Other types of oil and gas contracts.

2. Major contents of an oil and gas production sharing contract include:

a) The legal status and participating interests of the contractor(s) signing the contract;

b) Objects of the contract;

c) The delimitation of the contract area and time schedule for returning the contract area;

d) The validity, term and periods of the contract, conditions on extension of periods, change of contract term, and extension of the contract;

dd) Rights and obligations of contractual parties and the operator;

e) Minimum work commitment and minimum financial commitment for each period of the contract;

g) Principles of oil and gas production sharing and determination of recoverable costs;

h) Financial obligations to the State;

i) Principles of selecting contractors providing oil and gas services and goods for oil and gas activities;

k) The host country’s right over assets and oil and gas structures after cost recovery and contract termination;

l) Conditions on transfer of rights and obligations of contractual parties;

m) The Vietnam National Industry - Energy Group’s right to participate in the oil and gas contracts and preemptive right;

n) Commitments on commissions, training, oil and gas science and technology research and development funds and priority given to the employment of Vietnamese laborers and use of Vietnamese services;

o) Responsibilities to protect the environment and ensure safety while conducting oil and gas activities; obligations to decommission oil and gas structures;

p) Conditions for termination of the contract, handling of violations;

q) Methods of settling disputes arising from the contract and applicable laws.

3. The Prime Minister shall decide on major contents of oil and gas contracts of other types in conformity with particularities of oil and gas fields, field clusters and blocks.

4. The Government shall promulgate the model oil and gas production sharing contract.

Article 20. Term of oil and gas contracts

1. The term of an oil and gas contract must not exceed 30 years, of which the prospecting period must not exceed 5 years, except the case specified in Clause 2 of this Article.

2. The term of the oil and gas contract for an oil and gas block on the list of oil and gas blocks, fields entitled to investment incentives and special investment incentives must not exceed 35 years, of which the prospecting period must not exceed 10 years.

3. The term of an oil and gas contract may be extended in the following cases:

a) For a period not exceeding 10 years, subject to the approval of the Vietnam National Industry - Energy Group;

b) In case it is necessary to meet time conditions for ensuring efficient gas production, based on the oil and gas field development plan appraised by the Vietnam National Industry - Energy Group in accordance with this Law, the term of the oil and gas contract may be extended for a period exceeding 10 years;

c) In case it is necessary to ensure the effectiveness of enhancement of oil and gas recovery coefficient, based on the adjusted oil and gas field development plan appraised by the Vietnam National Industry - Energy Group in accordance with this Law, the term of the oil and gas contract may be extended for a period not exceeding 15 years;

d) In case due to national defense, security or foreign affairs reasons, the Prime Minister shall permit the extension of the term of the oil and gas contract based on a report of the state management agency on oil and gas.

4. The term of the oil and gas prospecting period may be extended in the following cases:

a) For a period not exceeding 05 years, subject to the approval of the Vietnam National Industry - Energy Group;

b) In special cases due to complex oil and gas geological conditions, limited oil and gas potential, or specific difficulties in the actual conditions for conducting oil and gas activities, the Vietnam National Industry - Energy Group may approve an extension of the prospecting period beyond the period specified in Point a of this Clause, but not exceeding 10 years for conventional oil and gas blocks and not exceeding 15 years for oil and gas blocks eligible for investment incentives and special investment incentives;

c) In case due to national defense, security or foreign affairs reasons, the Prime Minister shall permit the extension of the term of the prospecting period based on a report of the state management agency on oil and gas.

5. A contractor who has declared a commercial discovery but has neither found out outlet markets nor satisfied conditions regarding pipelines and processing equipment may retain the discovered gas area. The period for retaining the discovered gas area shall not exceed 05 years, subject to the approval of the Vietnam National Industry - Energy Group. In case, due to specific circumstances, it is necessary to continue retaining the discovered gas area beyond the aforesaid period, the Vietnam National Industry - Energy Group may approve a further extension of the retention period, but not exceeding 10 years. During the period for retaining the discovered gas area, the contractor shall complete the work commitments specified in the oil and gas contract. The period for retaining the discovered gas area under the oil and gas contract shall not be included in the term of the oil and gas contract.

6. The exercise of a number of rights and performance of a number of obligations under the oil and gas contract may be suspended in the following cases:

a) In force majeure cases, based on the contractor's proposal, the Vietnam National Industry - Energy Group may approve the suspension of the exercise of a number of rights and performance of a number of obligations under the oil and gas contract. The suspension duration shall be counted from the occurrence of the force majeure event until its cessation;

b) In case due to national defense, security or foreign affairs reasons, the Prime Minister shall decide on the suspension of the exercise of a number of rights and performance of a number of obligations under the oil and gas contract.

7. The term of the oil and gas contract shall be extended correspondingly to the period of extension of the oil and gas prospecting period specified in Clause 4 of this Article. The period of suspension of the exercise of a number of rights and performance of a number of obligations under the oil and gas contract in a force majeure case or for national defense, security or foreign affairs reasons as specified in Clause 6 of this Article shall not be included in the term of the oil and gas contract.

8. The Government shall detail this Article.

Article 21. Areas, return of areas, and expansion of areas of oil and gas contracts, consolidation of oil and gas discoveries and oil and gas fields

1. The area of an oil and gas contract covers the area of one or more than one oil and gas block specified in the oil and gas contract.

2. A contractor is obliged to return part of the oil and gas contract area at the end of each stage of the prospecting period and decommission oil and gas structures in the to-be-returned area in accordance with this Law and relevant laws.

3. A contractor may propose the retention of the whole area of the oil and gas contract or suspension of the performance of the obligation to return the oil and gas contract area in case it/he/she has submitted a proposal to continue conducting additional oil and gas exploration and appraisal activities with regard to a number of potential formations in the to-be-returned area based on the Vietnam National Industry - Energy Group’s approval.

4. In case it is necessary to determine the structural boundaries of potential formations or upon discovery of encroaching the area of an adjacent open oil and gas block in order to ensure the coordinated and efficient exploitation of oil and gas resources, the contractor may carry out exploration and appraisal activities in the adjacent open oil and gas block after obtaining the approval of the Vietnam National Industry - Energy Group. Based on the results of exploration and appraisal activities, the contractor may propose an expansion of the oil and gas contract area and submit such proposal to the Vietnam National Industry - Energy Group for approval. The amendment of the contents of the oil and gas contract and the issuance of an amended investment registration certificate in connection with the expansion of the oil and gas contract area shall be carried out in accordance with Article 18 of this Law.

5. For field consolidation agreements and joint development agreements that have been approved by competent authorities and taken effect, or principles for field consolidation and joint development that have been approved by competent authorities, prior to the effective date of this Law, any amendment to the contents of and signing of such agreements shall be approved by the Vietnam National Industry - Energy Group.

6. In case an oil and gas discovery encroaches the area of one or more than one adjacent oil and gas block for which oil and gas contracts have been signed, the contractors shall coordinate and agree on a proposal for oil and gas prospecting programs for such oil and gas discovery. Based on the exploration and appraisal results, the contractors shall submit to the Vietnam National Industry - Energy Group for approval the consolidation of the field or oil and gas discovery for appraisal (if any) and joint development in order to enhance economic efficiency and optimize the exploitation of oil and gas resources.

7. In case it is necessary to construct facilities and install equipment outside the oil and gas contract area for the exploitation, treatment and transportation of oil and gas from the oil and gas contract area, the contractor may propose such facilities and equipment in the outline plan for oil and gas field development, the plan on early production of oil and gas fields (if any), and the oil and gas field development plan.

8. The Government shall detail this Article.

Article 22. Modification of work commitments under the oil and gas contract

1. During the implementation of oil and gas activities, in case the committed work cannot be carried out due to complex geological conditions, the contractor may propose the conversion of work commitments. In case the change to the work commitments does not fall under a case requiring amendment of the contract as prescribed by the Government, the Vietnam National Industry - Energy Group shall consider and approve the contractor's proposal.

2. In case the contractor proposes, for national defense, security or force majeure reasons, the exemption from, reduction of or conversion of work commitments under the oil and gas contract, such proposal shall be submitted to the Vietnam National Industry - Energy Group for reporting to the state management agency on oil and gas for consideration and approval.

3. The Government shall detail this Article.

Article 23. Levels of cost recovery in oil and gas production sharing contracts

Parties to an oil and gas contract may agree upon the contractor’s level of cost recovery in the oil and gas production sharing contract as follows:

1. Up to 50% of the yearly oil and gas production output, for oil and gas contracts for ordinary oil and gas blocks;

2. Up to 70% of the yearly oil and gas production output, for oil and gas contracts for oil and gas blocks and fields entitled to investment incentives;

3. Up to 80% of the yearly oil and gas production output, for oil and gas contracts for oil and gas blocks and fields entitled to special investment incentives.

Article 24. Invalidation of oil and gas contracts

1. An oil and gas contract shall be invalidated as specified therein or when the contract expires but is not eligible for extension under Clause 3, Article 20 of this Law.

2. An oil and gas contract shall be terminated prematurely as agreed upon by contractual parties provided that the contractor has fulfilled its/his/her committed obligations and must notify thereof to the Vietnam National Industry - Energy Group 03 months before the time of proposing the premature termination of the contract.

3. The Vietnam National Industry - Energy Group shall issue a document certifying the termination of the oil and gas contract upon the contractor's completion of its obligations under the oil and gas contract.

Article 25. Transfer of participating interests, rights and obligations of contractors under oil and gas contracts

1. Contractors may transfer their participating interests, rights and obligations under oil and gas contracts. The transfer of the whole or part of participating interests, rights and obligations of a contractor under an oil and gas contract must satisfy the following conditions:

a) The transferee commits to taking over the transferor’s participating interests, rights and obligations and complying with the signed oil and gas contract;

b) Both the transferor and transferee satisfy the conditions specified in this Law and other relevant laws;

c) The transferor is obliged to pay taxes, relating to the transfer in accordance with the law on taxes and other relevant laws.

2. The Vietnam National Industry - Energy Group shall consider the assignment of participating interests and the rights and obligations of the contractor under the oil and gas contract, and report to the state management agency on oil and gas for the adjustment of the contents of the oil and gas contract and issuance of an amended investment registration certificate in accordance with Article 18 of this Law.

3. In case the contractor holding a participating interest in the oil and gas contract undergoes a change of ownership or transfers shares, the contractor shall declare and pay any income tax arising (if any) in connection with such oil and gas contract in accordance with Vietnam’s law.

4. The Government shall detail this Article.

Article 26. Languages used in oil and gas contracts and settlement of disputes arising from oil and gas contracts

1. The languages used in oil and gas contracts and accompanying documents are Vietnamese and English or another common foreign language as agreed upon by contractual parties. The Vietnamese and English versions or the version in another common foreign language have equal legal validity.

2. Disputes arising from oil and gas contracts must be first of all settled through negotiation and conciliation. In case negotiation and/or conciliation fail(s), disputes may be settled at arbitration or court as specified in oil and gas contracts in accordance with the relevant laws.

Article 27. Operating offices of operators under oil and gas contracts

1. Foreign operators shall establish operating offices in Vietnam to implement oil and gas contracts. Operating offices must have their own seals and may open accounts, recruit employees, and exercise their rights and perform their obligations within the scope of authorization stated in the contracts and operating agreements reached among contractors and in accordance with Vietnam’s law.

2. An operator may use a shared operating office to manage and operate oil and gas activities under one or more than one oil and gas contract in Vietnam.  Administrative overheads and operating costs of each oil and gas contract must be allocated and separately accounted.

3. The operating office of the operator under the oil and gas contract may continue to operate after the expiration of the oil and gas contract to fulfill its obligations to the host country in accordance with the oil and gas contract and relevant laws.

4. The Government shall detail the establishment, extension, termination and change of the operating office of a foreign operator under the oil and gas contract.

Article 28. Exercise of the right to participate in, preemptive right to buy participating interests, and taking over of participating interests under oil and gas contracts

1. The Vietnam National Industry - Energy Group may exercise the right to participate in oil and gas contracts once, at the time when the first outline plan for oil and gas field development for the contract area is approved or as agreed in the oil and gas contract.

2. The Vietnam National Industry - Energy Group may exercise the preemptive right to buy part or the whole of participating interests under signed oil and gas contracts in case contractors intend to transfer their participating interests to others based on conditions on the transfer that have been agreed upon between the contractors and potential transferees.

3. The Vietnam National Industry - Energy Group may take over all participating interests, data, documents, specimens, materials in inventory and oil and gas structures, and other corresponding assets installed or invested in by the contractor in case the latter decide to withdraw from oil and gas contracts due to special reasons approved by the Prime Minister and is granted a suspension of its obligations under the oil and gas contract. The mechanism for management, monitoring, use and handling of the finances, liquidation of assets, and handling of the participating interests received from a contractor withdrawing from the oil and gas contract for special reasons shall continue to be implemented in accordance with the existing oil and gas contract.

4. The Vietnam National Industry - Energy Group shall decide on the exercise of the right to participate in, preemptive right to buy participating interests, and taking over of participating interests under oil and gas contracts. The modification of the contents of the oil and gas contract and the issuance of an amended investment registration certificate resulting from the exercise of the right to participate in, preemptive right to buy participating interests, and taking over of participating interests under oil and gas contracts shall be carried out in accordance with Article 18 of this Law.

5. The Government shall detail this Article.

Article 29. Proposal of additional investment plans and signing of new oil and gas contracts prior to the expiration of signed existing oil and gas contracts

1. At least 2 years before its/his/her oil and gas contract expires, the contractor performing the oil and gas contract, or each contractor or group of contractors in the contractor consortium, may propose an additional investment plan to increase reserves, raise oil and gas recovery coefficient and extract oil and gas in the same contract area with suitable economic and technical conditions so as to sign a new oil and gas contract after the signed contract expires, and submit such proposal to the Vietnam National Industry - Energy Group for consideration and implementation of the selection of contractors to sign oil and gas contract in accordance with this Law.

2. The appraisal and approval of the contents of the new oil and gas contract and the issuance of an investment registration certificate for the new oil and gas contract shall be carried out in accordance with Article 18 of this Law.

3. The contractor signing a new oil and gas contract may continue to use free-of-charge oil and gas information, data, documents, specimens, materials in inventory and structures and other assets already installed and invested in the same contract area to conduct oil and gas activities under the new contract.

4. To ensure the continuity of oil and gas activities and increase production output, the contractor under the new oil and gas contract may establish an operating office and commence certain oil and gas activities in accordance with the oil and gas contract prior to the expiration of the existing oil and gas contract, subject to the approval of the Vietnam National Industry - Energy Group, provided that such activities do not affect the oil and gas activities of the contractor under the existing oil and gas contract.

5. The Government shall detail this Article.

Article 30. Taking over of oil and gas fields, field clusters and blocks from contractors upon expiration of oil and gas contracts

1. Two years before the expiration of oil and gas contract if the contractor does not submit a proposal for an additional investment plan and sign a new oil and gas contract under appropriate economic and technical conditions in accordance with this Law, the Vietnam National Industry - Energy Group shall decide the plan on subsequent handling of the oil and gas field, field cluster or blocks under operation in the oil and gas contract area according to one of the following options:

a) Stopping production activities at the oil and gas field, field cluster or blocks; decommissioning oil and gas structures;

b) Selecting a contractor to continue to conduct production activities at the oil and gas field, field cluster or blocks under a new oil and gas contract with suitable economic and technical conditions. The contractor signing the new oil and gas contract may continue to use, free of charge, the information, data, documents, specimens, materials in inventory, oil and gas structures and other assets installed or invested in the contract area for the conduct of oil and gas activities;

c) Conducting enhanced oil recovery of oil and gas fields, field clusters and blocks.

2. In case Point b, Clause 1 of this Article applies, the Vietnam National Industry - Energy Group shall select a contractor to sign a new oil and gas contract in accordance with this Law. At least three months before the expiration of the existing oil and gas contract, if it is anticipated that no new oil and gas contract is signed, or no later than the time limit specified in Clause 2, Article 24 of this Law, the Vietnam National Industry - Energy Group shall prepare a takeover plan. At the time the existing oil and gas contract expires, if there is no new oil and gas contract or the new oil and gas contract has not yet entered into force, production activities shall be carried out under the management, operating and financial mechanisms applicable to the project on enhanced oil recovery at the oil and gas field, field cluster or blocks until the new oil and gas contract enters into force or the production activities ceases to be economically efficient.

3. In case Point c, Clause 1 of this Article applies, the Vietnam National Industry - Energy Group, or an enterprise in which Vietnam National Industry - Energy Group holds 100% of the charter capital and which is appointed by the Vietnam National Industry - Energy Group, shall take over and implement the project on enhanced oil recovery of oil and gas fields, field clusters and blocks until continued production of the oil and gas fields, field clusters and blocks ceases to be economically efficient.

4. The state management agency on oil and gas shall promulgate the management, operating and financial mechanisms for the project on enhanced oil recovery of oil and gas fields, field clusters and blocks.

5. The Government shall detail this Article.

Chapter V

OIL AND GAS ACTIVITIES

Article 31. Onshore oil and gas field development projects; oil and gas field development projects with comprehensive chains of onshore and offshore oil and gas structures and equipment

1. In the course of making an outline plan for oil and gas field development, if necessary to build a comprehensive chain of onshore and offshore oil and gas structures and equipment outside the initial contract area to serve oil and gas production, processing and transportation to produce oil and gas commodities, thus raising economic efficiency of the oil and gas field development project, the Vietnam National Industry - Energy Group shall report to the Ministry of Industry and Trade for appraisal and submission to the state management agency on oil and gas for approval the policy on implementation of the oil and gas field development project with a comprehensive chain of onshore and offshore oil and gas structures and equipment.

2. The repurposing of forests and land (if any) in service of onshore oil and gas field development projects and oil and gas field development projects with comprehensive chains of oil and gas structures and equipment shall be carried out in accordance with the laws on forestry and land. During the period of forest and land recovery and repurposing thereof, the Vietnam National Industry - Energy Group and the contractor may conduct surveys and measurements to collect data for the formulation of the oil and gas field development plan.

3. The Government shall detail this Article.

Article 32. Formulation and approval of operating programs and budgets

The contractors shall formulate and submit their annual operating programs and budgets to the Vietnam National Industry - Energy Group for approval in accordance with their commitments in oil and gas contracts and approved programs and plans (if any), and work requirements, taking into account the plans for subsequent years.

Article 33. Formulation and approval of oil and gas prospecting programs

1. During the oil and gas prospecting period, contractors shall, based on oil and gas contracts and actual work requirements, formulate master oil and gas prospecting programs or an adjusted oil and gas exploration programs and submit them to the Vietnam National Industry - Energy Group for approval.

2. In the course of oil and gas field development and oil and gas production, contractors may propose additional oil and gas prospecting and formulate additional oil and gas prospecting programs for submission to the Vietnam National Industry - Energy Group for approval.

3. The adjustment of the oil and gas prospecting programs and the additional oil and gas prospecting programs specified in Clauses 1 and 2 of this Article shall be approved by the Vietnam National Industry - Energy Group or jointly approved as part of the annual operating programs and budgets in accordance with Article 32 of this Law.

4. The Government shall detail this Article.

Article 34. Formulation, appraisal and approval of reports on oil and gas resources and reserves

1. Based on oil and gas exploration and appraisal results, if finding commercial oil and gas discoveries and development potential in oil and gas contract areas, contractors shall make reports on oil and gas resources and reserves and submit them to the Vietnam National Industry - Energy Group.

2. The appraisal and approval of the reports on oil and gas resources and reserves specified in Clause 1 of this Article shall be carried out as follows:

a) For a field or oil and gas discovery with total oil initially-in-place of less than 30 million m³ or total natural gas initially-in-place of less than 30 billion m³, the Vietnam National Industry - Energy Group shall appraise and approve the report;

b) In cases not falling under Point a of this Clause, the Vietnam National Industry - Energy Group shall submit the report to the state management agency on oil and gas for appraisal and approval.

3. The appraisal and approval of the adjusted reports on oil and gas resources and reserves shall be carried out as follows:

a) In case the oil initially-in-place changes by 30% or less, or the natural gas initially-in-place changes by 30% or less, compared with the most recent approval; or in case the oil initially-in-place changes by more than 30% but does not exceed 30 million m³, or the natural gas initially-in-place changes by more than 30% but does not exceed 30 billion m³, the Vietnam National Industry - Energy Group shall appraise and approve the report;

b) In cases not falling under Point a of this Clause, the Vietnam National Industry - Energy Group shall submit the report to the state management agency on oil and gas for appraisal and approval.

4. The contractor shall update the reports on oil and gas resources and reserves for each field within 03 years from the date of first commercial production of oil or gas and shall subsequently update the report every 05 years.

5. The Vietnam National Industry - Energy Group shall monitor and sum up oil and gas resources and reserves of oil and gas fields in the territory of Vietnam and shall annually submit an updated report on the oil and gas resources and reserves of oil and gas fields to the state management agency on oil and gas.

6. The Government shall provide regulations on the dossiers, order and procedures for the formulation, appraisal and approval of reports on oil and gas resources and reserves and adjusted reports on oil and gas resources and reserves.

Article 35. Formulation, appraisal and approval of outline plans for oil and gas field development

1. The contractor shall formulate outline plans for oil and gas field development based on the approved oil and gas resources and reserves report and submit it to the Vietnam National Industry - Energy Group for appraisal and approval.

2. The outline plans for oil and gas field development shall replace the pre-feasibility study report for construction investment of the oil and gas project in accordance with the laws on construction and relevant laws.

3. The contractor shall formulate adjusted outline plans for oil and gas field development in the cases of changes to the land use plan, changes to the selected development plan, or additional investment in production platforms or floating storages. In other cases of changes, the contractor is not required to formulate an adjusted outline plans for oil and gas field development.

4. In case an oil and gas field is developed under a plan that does not involve investment in a production platform or floating storage but instead connects to the existing oil and gas structure system for processing, the contractor is not required to formulate outline plans for oil and gas field development.

5. The Government shall provide regulations on the dossiers, order and procedures for the formulation, appraisal and approval of outline plans for oil and gas field development and adjusted outline plans for oil and gas field development.

Article 36. Formulation, appraisal and approval of plans on early production of oil and gas fields

1. After the outline plans for oil and gas field development have been approved or in the case specified in Clause 4, Article 35 of this Law, if necessary to conduct further studies and collect additional information to mitigate risks to the development activities of the entire field, the contractor may formulate plans on early production of oil and gas fields and submit it to the Vietnam National Industry - Energy Group for appraisal and approval.

2. The plans on early production of oil and gas fields shall replace the feasibility study report for construction investment of the oil and gas project in accordance with the laws on construction and relevant laws.

3. In case additional production platforms or floating storages are constructed, or additional infill wells, exploration wells, appraisal-production wells, injection wells, or intra-field pipelines are invested in, the contractor shall formulate the adjusted plans on early production of oil and gas fields and submit it to Vietnam National Industry - Energy Group for appraisal and approval. The decision approving the adjusted plans on early production of oil and gas fields shall also constitute the decision approving the adjusted outline plans for oil and gas field development.

4. In case the total investment amount of the plans on early production of oil and gas fields is increased, the contractor shall submit the adjusted plans on early production of oil and gas fields to the Vietnam National Industry - Energy Group for appraisal and approval. In case the increase in the total investment amount is less than 10%, the Vietnam National Industry - Energy Group may approve it as part of the annual operating programs and budgets.

5. In other cases of adjustment not specified in Clauses 3 and 4 of this Article, the contractor is not required to formulate the adjusted plans on early production of oil and gas fields.

6. Upon completion of the plans on early production of oil and gas fields, the contractor shall report to the Vietnam National Industry - Energy Group on the results of implementation of the plans on early production of oil and gas fields and update the production models together with figures and analyses to prove and conclude, for the formulation of the oil and gas field development plans and application in the oil and gas production at the oil and gas field.

7. The Government shall provide regulations on the dossiers, order and procedures for the formulation, appraisal and approval of plans on early production of oil and gas fields and adjusted plans on early production of oil and gas fields.

Article 37. Formulation, appraisal and approval of oil and gas field development plans

1. After the outline plan for oil and gas field development is approved or before the expiration of the duration for implementation of the plan on early production of an oil and gas field, or in the case specified in Clause 4, Article 35 of this Law, a contractor shall formulate an oil and gas field development plan for submission to the Vietnam National Industry - Energy Group for appraisal and approval.

2. The oil and gas field development plans shall replace the feasibility study report for construction investment of the oil and gas project in accordance with the laws on construction and relevant laws.

3. In case additional production platforms or floating storages are constructed, or additional infill wells, injection wells, or intra-field pipelines are drilled or invested in, the contractor shall formulate the adjusted oil and gas field development plans and submit it to the Vietnam National Industry - Energy Group for appraisal and approval. The decision approving the adjusted oil and gas field development plans shall also constitute the decision approving the adjusted outline plans for oil and gas field development.

4. In case the total investment amount of the oil and gas field development plans, the contractor shall submit the adjusted oil and gas field development plans to the Vietnam National Industry - Energy Group for appraisal and approval. In case the increase in the total investment amount is less than 10%, the Vietnam National Industry - Energy Group may approve it as part of the annual operating programs and budgets.

5. In other cases of adjustment not specified in Clauses 3 and 4 of this Article, the contractor is not required to formulate the adjusted oil and gas field development plans.

6. For the cases specified at Points b and c, Clause 3, Article 20, Article 43 and Article 44 of this Law, after being issued an amended investment registration certificate, the Vietnam National Industry - Energy Group shall approve the oil and gas field development plans and the adjusted oil and gas field development plans.

7. The Government shall provide regulations on the dossiers, order and procedures for the formulation, appraisal and approval of oil and gas field development plans and adjusted oil and gas field development plans.

Article 38. Gas combustion and discharge

1. Contractors maximize gas gathering, after used in oil and gas fields (if any), in the process of oil and gas production.

2. The contractors may combust and discharge gases in the following cases:

a) In the process of testing reservoirs for clearing and cleaning wells; completing, repairing or treating wells; commissioning of technological system;

b) In case of emergency to ensure safety for humans, property and oil and gas activities or in case gas treatment and transportation systems are suspended due to incidents;

c) According to annual plans on gas combustion and discharge approved by the Vietnam National Industry - Energy Group, based on the plans on early production of oil and gas fields and oil and gas field development plans, and relating to operation safety, periodical maintenance and actual production conditions of oil and gas fields.

Article 39. Formulation, appraisal, approval and implementation of plans on decommissioning of oil and gas structures

1. In the course of conducting oil and gas activities, upon the completion of each stage or termination of oil and gas contracts, contractors shall decommission oil and gas structures that are heavily damaged or technologically inappropriate and consequently are no longer used or cannot be used for oil and gas activities as they are likely to affect the safety and efficiency of oil and gas activities.

2. Within 1 year from the date of production of the first flow of oil and gas from the oil and gas contract area, the contractor shall formulate the plans on decommissioning of oil and gas structures and submit it to the Vietnam National Industry - Energy Group for appraisal and approval.

3. No later than 01 year before the expiration of the oil and gas contract or the end of the oil and gas field production duration, the contractor shall update the plans on decommissioning of oil and gas structures and submit it to the Vietnam National Industry - Energy Group for appraisal and approval.

4. The contractor shall submit the adjusted plans on decommissioning of oil and gas structures to the Vietnam National Industry - Energy Group for appraisal and approval in cases of additions to or expansions of facilities, equipment and drilling wells, or changes in technological or technical requirements or the costs of decommissioning of oil and gas structures. In other cases, the contractor is not required to formulate the adjusted plans on decommissioning of oil and gas structures.

5. In the course of implementation of oil and gas projects, if deeming that incident-involving oil and gas structures cannot be repaired or are unsafe for operation, the contractor shall submit the relevant plans on decommissioning of oil and gas structures to the Vietnam National Industry - Energy Group for approval.

6. The contractor shall submit a proposal to the Vietnam National Industry - Energy Group for approval to postpone the decommissioning of part or all of the oil and gas structures, except for the case specified in Clause 7 of this Article.

7. In special cases for national defense or security reasons, the Prime Minister shall decide to postpone the decommissioning or retain part or all of the oil and gas structures.

8. Organizations and individuals shall be responsible for formulating plans on decommissioning of oil and gas structures for the relevant oil and gas structures, including gathering platforms and pipeline systems for transporting oil and gas resources to shore, oil and gas processing and treatment plants, distribution stations, and gas pipeline systems for delivering gas to consumers to serve oil and gas activities, in accordance with the regulations of the Government.

9. The Government shall provide regulations on the dossiers, order and procedures for the formulation, appraisal and approval of plans on decommissioning of oil and gas structures and adjusted plans on decommissioning of oil and gas structures; and the dossiers, order and procedures for approval of the postponement of the decommissioning of part or all of oil and gas structures or retention of part or all of oil and gas structures.

Article 40. Funds for securing the performance of the obligation of decommissioning of oil and gas structures

1. The performance of the obligation of decommissioning of oil and gas structures shall be secured by making of allocations to a fund, which shall be used solely for the performance of the obligation to decommission oil and gas structures.

2. Within 1 year from the date of production of the first flow of oil and gas from the oil and gas contract area, the contractor shall make allocations to a fund for securing the performance of the obligation of decommissioning of oil and gas structures. The allocation to the fund shall be made annually based on the approved plan on decommissioning of oil and gas structures and remitted to the Vietnam National Industry - Energy Group. The level of allocation by each contractor shall be equivalent to its/his/her participating interests in the oil and gas contract and included in recovery costs of the oil and gas contract.

3. Before the expiration of the oil and gas contract or the end of the duration of oil and gas production at the oil and gas field, the contractor shall complete the making of allocations to the fund for securing the performance of the obligation of decommissioning of oil and gas structures for the respective contract area or oil and gas field.

4. The management of the fund for securing the performance of the obligation of decommissioning of oil and gas structures shall be carried out by the Vietnam National Industry - Energy Group in accordance with the law and shall satisfy the requirements for the decommissioning of oil and gas structures under the approved plans on decommissioning of oil and gas structures. During the period of time when a fund for securing the performance of the obligation of decommissioning of oil and gas structures is not used, the Vietnam National Industry - Energy Group shall deposit the fund amount to a commercial bank selected by the Vietnam National Industry - Energy Group, ensuring the security of the deposits. The interests generated annually after fulfilling law-prescribed financial obligations shall be recorded as increases in the allocated fund for securing the performance of the obligation of decommissioning of oil and gas structures.

5. In case the balance of the fund for securing the performance of the obligation of decommissioning of oil and gas structures is insufficient to meet the necessary costs of decommissioning oil and gas structures, the contractor shall make additional contributions to guarantee the fulfillment of the obligation to decommission oil and gas structures. In case the balance of the fund for securing the performance of the obligation of decommissioning of oil and gas structures exceeds the necessary expenses for the decommissioning of oil and gas structures, the remainder left after the obligation of decommissioning of oil and gas structures is fulfilled shall be refunded to the parties to the oil and gas contract according to contractual terms.

6. The Government shall provide in detail the making of allocations to, and management and use of, funds for securing the performance of the obligation of decommissioning of oil and gas structures.

Chapter VI

INCENTIVES FOR OIL AND GAS ACTIVITIES AND RESOURCE EXPLOITATION POLICIES APPLICABLE TO OIL AND GAS FIELDS, FIELD CLUSTERS AND BLOCKS SUBJECT TO ENHANCED OIL RECOVERY

Article 41. Subjects eligible for incentives

1. Oil and gas blocks and fields shall be eligible for investment incentives:

a) Oil and gas blocks lay in deep or offshore waters or areas with difficult geographical conditions or complicated geological characteristics;

b) Bidding for ordinary oil and gas blocks has been held according to economic and technical conditions stated in oil and gas contracts but there is no bid dossiers from contractors or investors;

c) Oil and gas blocks are formed from returned areas under oil and gas contracts applicable to ordinary oil and gas blocks;

d) Ordinary oil and gas blocks are returned by contractor before oil and gas contracts expire;

dd) Oil and gas blocks are formed from the consolidation of returned areas as specified at Point c and the oil and gas blocks are returned by contractors as specified at Point d of this Clause;

e) Marginal oil and gas fields belong to ordinary oil and gas blocks under effective oil and gas contracts;

g) Oil and gas production at oil and gas fields belonging to ordinary oil and gas blocks may be further conducted at the time the concerned oil and gas contracts terminate but minimum investment efficiency cannot be reached given the application of economic and technical conditions of the signed oil and gas contracts;

h) There is no oil and gas prospecting for new objects or no new oil and gas discoveries in sedimentary basins;

i) Other cases for national defense, security or foreign affairs reasons as decided by the Prime Minister.

2. Oil and gas blocks and fields shall be eligible for special investment incentives when:

a) Oil and gas Special blocks lay in deep or offshore waters or areas with extremely difficult geographical conditions or complicated geological characteristics;

b) Bidding has been held for oil and gas block according to conditions applicable to oil and gas blocks eligible for investment incentives but there are no bid dossiers from contractors or investors;

c) Oil and gas blocks are formed from returned areas under oil and gas contracts applicable to oil and gas blocks eligible for investment incentives;

d) Oil and gas blocks eligible for investment incentives are returned by contractors before oil and gas contracts expire;

dd) Oil and gas blocks are formed from the returned areas as specified at Point c and the oil and gas blocks are returned by contractors as specified at Point d of this Clause;

e) Marginal oil and gas fields belong to ordinary oil and gas blocks, oil and gas blocks eligible for investment incentives under effective oil and gas contracts;

g) Oil and gas production at oil and gas fields belonging to ordinary oil and gas blocks, oil and gas fields belonging to oil and gas blocks eligible for investment incentives may be further conducted at the time of termination of oil and gas contracts eligible for investment incentives but minimum investment efficiency cannot be reached given the application of economic and technical conditions of the signed oil and gas contracts;

h) Oil and gas blocks of unconventional oil and gas;

i) Other cases for national defense, security or foreign affairs reasons as decided by the Prime Minister.

3. The Prime Minister shall promulgate the list of oil and gas blocks and fields eligible for investment incentives and special investment incentives.

4. In case the investment incentive policy applicable to a marginal oil and gas field included in the list of oil and gas blocks and fields promulgated by the Prime Minister under Clause 3 of this Article is changed, and such field is subject to an effective oil and gas contract, the procedure for adjustment of such list is not required.

5. The Government shall detail this Article.

Article 42. Incentive policies

1. Incentive policies applicable to oil and gas blocks and fields shall be implemented through oil and gas contracts.

2. Oil and gas contracts for oil and gas blocks and fields eligible for investment incentives are entitled to the enterprise income tax rate of 32%, the crude oil export duty of 10%, and the cost recovery level of up to 70% of the yearly oil and gas production output.

3. Oil and gas contracts for oil and gas blocks and fields eligible for special investment incentives are entitled to the enterprise income tax rate of 25%, the crude oil export duty of 5%, and the cost recovery level of up to 80% of the yearly oil and gas production output.

4. The Prime Minister shall decide on the application of other investment incentives where it is necessary to encourage the development of particularly important oil and gas projects.

Article 43. Investment incentives for the development and exploitation of marginal oil and gas fields

1. In case the marginal oil and gas field belonging to ordinary oil and gas block under effective oil and gas contract reaches the field development stage and the development of such oil and gas field fails to achieve the minimum economic efficiency, the contractor may propose to be eligible for investment incentives under Clause 2, Article 42 of this Law.

2. In case the marginal oil and gas field belonging to ordinary oil and gas block or the oil and gas block eligible for investment incentives under an effective oil and gas contract reaches the field development stage and the development of such oil and gas field fails to achieve the minimum economic efficiency under the investment incentive policy, the contractor may propose to be eligible for special investment incentives under Clause 3, Article 42 of this Law.

3. In case the marginal oil and gas field belonging to ordinary oil and gas block, the oil and gas block eligible for investment incentives, or the oil and gas block eligible for special investment incentives under an effective oil and gas contract reaches the field development stage and the development of such marginal oil and gas field fails to achieve the minimum economic efficiency under the special investment incentive policy, the contractor may propose the following investment incentives:

a) Tax incentives under the special investment incentive policy specified in Clause 3, Article 42 of this Law;

b) After fulfilling the royalties and export duty obligations (if any), the contractor may use all the remaining oil and gas production to recover the oil and gas activity costs of such oil and gas field from the date on which the oil and gas field development plan is approved;

c) After fully recovering the recoverable costs incurred and fulfilling the tax obligations as specified, the contractor shall be entitled to all the remaining oil and gas production.

4. In case the marginal oil and gas field specified in Clause 3 of this Article is within an oil and gas block containing other oil and gas fields, the contractor may propose the application of the investment incentives specified in Clause 3 of this Article or an additional increase in the levels of cost recovery of not more than 10% compared with the levels of cost recovery under the effective oil and gas contract in order to recover the costs of oil and gas activities of the marginal field.

5. The Vietnam National Industry - Energy Group shall consider and appraise the oil and gas field development plan for the development of marginal oil and gas fields under the policies specified in Clauses 1, 2, 3 and 4 of this Article, as a basis for proposing adjustments to the contents of the oil and gas contract in accordance with Article 18 of this Law.

6. The Government shall detail this Article.

Article 44. Investment incentives for enhancing oil and gas recovery coefficient

1. In case a contractor applies solutions or technologies to enhance the oil and gas recovery coefficient, the contractor may propose the application of an investment incentive in the form of an additional increase in the cost recovery level of not more than 10% compared with the cost recovery level under the effective oil and gas contract, in order to recover the costs of activities to enhance the oil and gas recovery coefficient from the date on which the adjusted oil and gas field development plan is approved. After full recovery of such costs, the cost recovery level shall be applied in accordance with the oil and gas contract.

2. The Vietnam National Industry - Energy Group shall consider and appraise the adjusted oil and gas field development plan in accordance with this Law for the application of solutions or technologies to enhance the oil and gas recovery coefficient, as a basis for proposing adjustments to the contents of the oil and gas contract in accordance with Article 18 of this Law.

3. The Government shall detail this Article.

Article 45. Policies on exploitation of natural resources applicable to oil and gas fields, field clusters and blocks under enhanced oil recovery

1. Policies on exploitation of natural resources applicable to oil and gas fields, field clusters and blocks under enhanced oil recovery shall be implemented as follows:

a) The difference between revenues and costs of exploitation of natural resources applicable to oil and gas fields, field clusters and blocks under enhanced oil recovery shall be remitted to the state budget on the principle of ensuring the efficiency of enhanced oil recovery and strict control of costs of oil and gas activities; crude oil export duty shall be exempted (if any);

b) The operator of a project on enhanced oil recovery of oil and gas fields, field clusters and blocks may use free of charge information, data, documents, specimens, materials in inventory, oil and gas structures and other assets that have been installed and invested for oil and gas activities under the terminated oil and gas contract to carry out enhanced oil recovery;

c) The additional investment for exploitation of natural resources applicable to oil and gas fields, field clusters and blocks under enhanced oil recovery, the decommissioning of oil and gas structures and the handling after the decommissioning when enhanced oil recovery is completed must comply with this Law and on the basis of balancing revenues from enhanced oil recovery of oil and gas fields, field clusters and blocks;

d) The funds for securing the performance of the obligation of decommissioning of oil and gas structures received by the Vietnam National Industry - Energy Group from the contractor shall be supplemented in accordance with this Law to fulfill the obligation to decommission oil and gas structures. In case the balance of funds for securing the performance of the obligation of decommissioning of oil and gas structures of the project on enhanced oil recovery of oil and gas fields, field clusters and blocks is insufficient to cover the actual costs of decommissioning oil and gas structures, the shortfall shall be handled in accordance with Point c, Clause 4, Article 60 of this Law.

2. The Government shall detail this Article.

Chapter VII

ACCOUNTING, AUDITING AND ACCOUNT-FINALIZATION OF COSTS OF OIL AND GAS ACTIVITIES

Article 46. Financial and accounting work

1. Accounting for oil and gas activities shall be carried out in accordance with the oil and gas contract and Vietnam’s law, and in conformity with international oil and gas industry practices.

2. Corporate income tax applicable to oil and gas activities shall be determined on the basis of the oil and gas contract in accordance with this Law and the Law on Corporate Income Tax, regardless of the production and business results (loss or profit) of enterprises participating in the oil and gas contract.

3. In case an oil and gas field within an oil and gas block is subject to an oil and gas contract signed in accordance with Articles 43 and 44 of this Law, accounting, tax declaration and tax payment shall be carried out separately for each field and under each oil and gas contract.

4. Commissions, training costs, minimum financial commitments, compensation amounts for failure to fully fulfill minimum commitments, fees for reading and using oil and gas documents, the oil and gas science and technology research and development fund, and funds for securing the performance of the obligation of decommissioning of oil and gas structures shall be paid by the contractor in US dollars.

Article 47. Auditing and account-finalization of costs of oil and gas activities

1. The Vietnam National Industry - Energy Group shall conduct annual auditing of oil and gas activities under oil and gas contracts, as well as auditing upon the completion of each stage and upon the expiration of oil and gas contracts, in accordance with the oil and gas contracts and relevant laws.

2. Auditing shall be conducted on the principle that costs are truthfully, fully, reasonably and validly reflected in accordance with the oil and gas contracts and Vietnam’s law.

3. The account-finalization of oil and gas activity costs shall be carried out on the basis of the results of the auditing of oil and gas activity costs in accordance with the oil and gas contracts. The Vietnam National Industry - Energy Group shall organize the verification and approval of the account-finalization reports on oil and gas activity costs prepared and submitted by the contractor. The Vietnam National Industry - Energy Group may engage an independent auditor to audit the account-finalization report on oil and gas activity costs submitted by the contractor.

Chapter VIII

FRAMEWORK PROVISIONS ON CCS ACTIVITIES ASSOCIATED WITH OIL AND GAS ACTIVITIES AND DEVELOPMENT OF OFFSHORE ENERGY FACILITIES ASSOCIATED WITH OIL AND GAS ACTIVITIES

Section 1

FRAMEWORK PROVISIONS ON CCS ACTIVITIES ASSOCIATED WITH OIL AND GAS ACTIVITIES

Article 48. Policies on CCS Activities Associated with Oil and Gas Activities

1. The State shall encourage Vietnamese and foreign organizations and individuals to invest in, conduct research on and implement CCS activities associated with oil and gas activities in Vietnam in order to reduce carbon emissions in potential areas and deep-water and offshore areas; contributing to ensuring developing national economy, and protecting Vietnam’s legitimate rights and interests in accordance with treaties to which the Socialist Republic of Vietnam is a contracting party.

2. The State shall encourage the sharing and use of information, data, documents and specimens collected during the conduct of basic oil and gas investigation and oil and gas activities for the research, assessment and implementation of CCS activities in accordance with the law.

3. The State shall encourage the utilization of oil and gas structures of existing oil and gas fields and suitable CO₂ storage geological formations for the implementation of CCS activities for CO₂ emissions generated from oil and gas activities and other emission-generating activities.

Article 49. Principles for the implementation of CCS activities associated with oil and gas activities

1. The implementation of CCS activities associated with oil and gas activities shall comply with this Law, the laws on environmental protection, the laws on marine and island resources and environment, and relevant laws.

2. Upon completion of CCS activities, the contractor shall carry out well abandonment and decommissioning of CCS facilities.

3. After the decommissioning of CCS facilities, the contractor shall be responsible for monitoring and ensuring the safety of CO₂ storage facilities and remedying leakage incidents and environmental pollution (if any) within the period prescribed by the Government, at the contractor's own expense, before handing them over to the Vietnam National Industry - Energy Group for management.

4. The Government shall detail this Article.

Article 50. Implementation of CCS activities associated with oil and gas activities

1. Based on information obtained during the conduct of oil and gas activities, the contractor may propose the addition of provisions on CCS activities to the signed oil and gas contract. The Vietnam National Industry - Energy Group shall consider the contractor's proposal together with the CO₂ storage potential assessment report or the outline plan for the implementation of CCS activities specified in Clause 4 of this Article, or the plan for the implementation of CCS activities specified in Clause 5 of this Article, and report to the state management agency on oil and gas for approval of the adjustment of the contents of the oil and gas contract and issuance of an amended investment registration certificate in accordance with Article 18 of this Law. The implementation of CCS activities shall not affect oil and gas activities.

2. The contractor may carry out CCS activities:

a) Within the existing oil and gas contract area;

b) In case the CO₂ storage geological formation or CO₂ injection area extends beyond the existing oil and gas contract area into an adjacent open oil and gas block, the contractor may propose an expansion of the oil and gas contract area for the purpose of CO₂ storage;

c) In case the CO₂ storage geological formation or CO₂ injection area extends beyond the existing oil and gas contract area into an oil and gas block subject to an effective oil and gas contract, the contractors under the relevant oil and gas contracts shall reach agreement and report to the state management agency on oil and gas.

3. The contractor may apply the financial mechanisms specified in Article 51 of this Law to implement CCS activities associated with oil and gas activities.

4. The contractor shall formulate the outline plan for the implementation of CCS activities as part of the oil and gas field development plan or the adjusted outline plan for oil and gas field development in accordance with Article 35 of this Law, or formulate a separate outline plan for the implementation of CCS activities.

5. The contractor shall formulate a plan for the implementation of CCS activities as part of the oil and gas field development plan or the adjusted oil and gas field development plan in accordance with Article 37 of this Law, or formulate a separate plan for the implementation of CCS activities.

6. The contractor shall formulate a CCS facility decommissioning plan as part of the plans on decommissioning of oil and gas structures or the adjusted plans on decommissioning of oil and gas structures in accordance with Article 39 of this Law, or formulate a separate CCS facility decommissioning plan.

7. After the termination of oil and gas production activities under the oil and gas contract, the continued implementation of CCS activities shall be carried out in accordance with the regulations of the Government.

8. The Government shall detail this Article.

Article 51. Financial mechanisms for CCS activities associated with oil and gas activities

1. The contractor carrying out CCS activities shall have the right to own, exchange, purchase and sell carbon credits in accordance with the laws on environmental protection.

2. Revenue from the sale of carbon credits shall be accounted for as a reduction in the amount of costs recovered.

3. Costs incurred in carrying out CCS activities shall constitute recoverable oil and gas activity costs under the oil and gas contract.

4. The Government shall detail this Article.

Section 2

DEVELOPMENT OF OFFSHORE ENERGY FACILITIES ASSOCIATED WITH OIL AND GAS ACTIVITIES

Article 52. Development of offshore energy facilities associated with oil and gas activities

1. The State shall encourage Vietnamese and foreign organizations and individuals and existing contractors to conduct basic oil and gas investigation and oil and gas activities in combination with research and basic investigation for the development of offshore energy, contributing to ensuring national energy security and the development of the national economy.

2. The contractor may conduct research on and implement offshore energy facilities within the field development area of an existing oil and gas contract, utilizing existing oil and gas structures or combining such facilities with the construction of new oil and gas structures to serve the oil and gas activities of the existing oil and gas field and adjacent oil and gas fields, with a view to enhancing economic efficiency.

3. The costs of implementing offshore energy facilities serving oil and gas activities as specified in Clause 2 of this Article shall be included in the recoverable oil and gas activity costs under the oil and gas contract.

4. During the conduct of oil and gas activities, a contractor under an oil and gas contract may propose the development of an offshore energy project within the oil and gas contract area and independently implement an offshore energy project in accordance with relevant laws, provided that such project does not affect oil and gas activities.

Chapter IX

HIGH-TECH OIL AND GAS TECHNICAL SERVICES ASSOCIATED WITH OIL AND GAS ACTIVITIES

Article 53. High-tech oil and gas technical services associated with oil and gas activities

1. The State shall adopt policies to prioritize and encourage the promotion of research, development, testing, application and technology transfer for the provision of high-tech oil and gas technical services serving basic oil and gas investigation and oil and gas activities where such products or services satisfy any of the following criteria:

a) Satisfy specific technical requirements for basic oil and gas investigation and oil and gas activities;

b) Have the capacity to replace imported products or services or participate in international markets;

c) Contribute to the development of the domestic high-tech oil and gas technical services supply chain, enhance the competitiveness and economic efficiency of the oil and gas industry.

2. The production and manufacture of high-tech oil and gas technical products and provision of high-tech oil and gas technical services specified in Clause 1 of this Article shall be eligible for incentives in accordance with the laws on investment, taxation, land and relevant laws.

3. The import of specialized machinery, materials, equipment and spare parts that cannot yet be manufactured domestically for direct use in research, development, testing, production and manufacture of high-tech oil and gas technical products and provision of high-tech oil and gas technical services shall be exempt from import duties in accordance with the law on export duty and import duty.

4. The Government shall detail this Article.

Chapter X

RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

Article 54. Rights of contractors

1. A contractor has the following rights:

a) To be entitled to investment incentives and guarantees in accordance with Vietnam’s law;

b) To use collected specimens, information and data for conducting oil and gas activities;

c) To recruit employees, with priority given to Vietnamese employees;

d) To hire organizations and individuals to provide oil and gas services and goods serving oil and gas activities in accordance with this Law and in conformity with international oil and gas industry practices;

dd) To be entitled to exemption from import duty and export duty to serve oil and gas activities in accordance with the law on import duty and export duty;

e) To own oil and gas products and other products produced under oil and gas contracts after fulfilling financial obligations in accordance with law; to sell these products together by installments and at different times without being regarded as violating the competition law;

g) To export and sell in Vietnam’s market oil and gas products under its/his/her ownership as agreed upon in the oil and gas contract, unless the contractor is obliged to sell such products in Vietnam’s market as specified in Clause 9, Article 55 of this Law. The contractor is not required to apply for an export license when exporting products under its/his/her ownership;

h) To recover costs of oil and gas activities as agreed upon in the oil and gas contract;

i) To access and use existing traffic systems, infrastructure facilities and oil and gas structures in accordance with law; to access and use existing infrastructure facilities and oil and gas structures to conduct oil and gas activities under a contract or an agreement signed with a unit acting as the owner or managing the operation of infrastructure facilities and oil and gas structures on the basis of ensuring the interests of the parties in accordance with relevant laws;

k) To purchase foreign currencies or authorize the operator to purchase foreign currencies at commercial banks for the purpose of making capital contributions to participate in the oil and gas contract and fulfilling obligations to make payments to the state budget;

l) To take over and operate, free of charge, oil and gas structures and assets already installed or invested in within the oil and gas contract area for the conduct of oil and gas activities on the basis of a new oil and gas contract;

m) To exercise the rights specified in Chapter VIII of this Law when implementing CCS activities and offshore energy facilities associated with oil and gas activities;

n) Other rights in accordance with this Law.

2. In addition to the rights specified in Clause 1 of this Article, contractors being foreign organizations and individuals have the following rights:

a) To open accounts in Vietnam and abroad in accordance with the law on foreign exchange management;

b) To remit abroad their lawful incomes from oil and gas activities under oil and gas contracts in accordance with the law on foreign exchange management and other relevant laws after fulfilling financial obligations in accordance with law;

c) To purchase foreign currencies from commercial banks to conduct current transactions and other licensed transactions in accordance with the law on foreign exchange management;

d) To make capital contributions in Vietnam dong or foreign currency in accordance with actual needs and the provisions of the oil and gas contract.

Article 55. Obligations of contractors

1. To fulfill the commitments and financial obligations under the oil and gas contract.

2. To declare and pay taxes, charges and fees in accordance with Vietnam’s law.

3. To transfer technology, provide training, prioritize the employment of Vietnamese employees, and ensure the lawful and legitimate rights and interests of employees.

4. To comply with regulations on national defense and security; to take measures to protect the environment and ensure safety in oil and gas activities; to implement regulations and instructions of state management agencies on cost norms and economic and technical norms, comply with national technical regulations, and apply standards in accordance with Vietnam’s law and international oil and gas industry practices.

5. To report on oil and gas activities to competent state management agencies, the Vietnam National Industry - Energy Group and competent tax offices in accordance with the tax laws when transfer operations arise, resulting in the change of owners of contractors currently holding the participating interests in oil and gas contracts in Vietnam.

6. To be responsible for the schedule, safety and quality of the conduct of oil and gas activities in accordance with this Law; the appraisal and approval by state management agencies and the Vietnam National Industry - Energy Group shall neither replace nor reduce the contractor's responsibilities.

7. To provide necessary documents for examination teams and inspection teams of functional agencies upon request.

8. To decommission structures, equipment and facilities after completing oil and gas activities.

9. To sell in Vietnam’s market at the Government’s request the following products:

a) Natural gas under their ownership as agreed upon in gas production development projects;

b) Crude oil owned by the contractor at a sale price determined on the basis of transparent principles and in conformity with international market prices.

10. To transfer their contributed capital amounts to joint accounts opened in Vietnam by operators or operators’ offices to make payments for oil and gas activities under oil and gas contracts.

11. To share the use of existing infrastructure facilities and oil and gas structures with third parties under contracts or agreements among the parties provided that it does not affect oil and gas activities and complies with Vietnam’s law and international oil and gas industry practices.

12. To create conditions for organizations and individuals to carry out activities of scientific research, prospecting and exploitation of minerals and natural resources other than oil and gas in oil and gas contract areas in accordance with Vietnam’s law on the principle that these activities do neither obstruct oil and gas activities nor cause harms to humans, assets and the environment.

13. To organize the selection of contractors to provide oil and gas services and goods in service of oil and gas activities in adherence to the principles of competition, fairness, transparency, efficiency and conformity with oil and gas contracts; to report to the Vietnam National Industry - Energy Group on the organization of selection of contractors to provide oil and gas services and goods in service of oil and gas activities in accordance with the oil and gas contracts.

14. To fulfill the obligations specified in Chapter VIII of this Law when implementing CCS activities and offshore energy facilities associated with oil and gas activities.

15. Other obligations in accordance with this Law and relevant laws.

Chapter XI

FUNCTIONS, RIGHTS AND OBLIGATIONS OF THE VIETNAM NATIONAL INDUSTRY - ENERGY GROUP IN BASIC OIL AND GAS INVESTIGATION AND OIL AND GAS ACTIVITIES

Article 56. Functions of the Vietnam National Industry - Energy Group in basic oil and gas investigation and oil and gas activities

1. To conduct basic oil and gas investigation in accordance with this Law.

2. To conduct oil and gas activities in the capacity as an investor in the following cases:

a) A contractor signing an oil and gas contract in accordance with Article 28 of this Law;

b) A contractor signing an oil and gas contract for oil and gas blocks related to national defense, security or foreign affairs.

3. To perform the functions assigned in accordance with this Law, including:

a) To sign agreements on the implementation of basic oil and gas investigation with organizations other than the agencies and state-owned enterprises in charge of implementing basic oil and gas investigation schemes after the basic oil and gas investigation scheme has been approved;

b) To organize the selection of contractors to sign oil and gas contracts; to sign oil and gas contracts with organizations and individuals; to exercise the rights and perform the obligations of the host country during the implementation of oil and gas contracts; to supervise oil and gas activities; to exercise the right to participate and pre-emptive rights to part or all of the contractor's participating interest under oil and gas contracts, including in special cases;

c) To take over, supervise and operate oil and gas fields, field clusters and blocks from contractors upon expiration of oil and gas contracts for the selection of contractors to sign new oil and gas contracts;

d) To conduct exploitation in accordance with the policies on exploitation of natural resources applicable to oil and gas fields, field clusters and blocks under enhanced oil recovery;

dd) To supervise CCS activities and offshore energy activities associated with oil and gas activities in accordance with Chapter VIII of this Law.

Article 57. Rights of the Vietnam National Industry - Energy Group

1. To sign agreements with organizations other than state agencies or enterprises in charge of implementing schemes on basic oil and gas investigation; to manage and supervise the implementation of agreements related to the exploitation of information, data and outcomes of basic oil and gas investigation in accordance with this Law and other relevant laws.

2. To sign oil and gas contracts with organizations and individuals to conduct oil and gas activities in accordance with this Law and other relevant regulations.

3. To manage and supervise the performance of oil and gas contracts; to approve annual operating programs and budget estimates for activities; to audit oil and gas activities in accordance with the oil and gas contracts and other relevant laws.

4. To approve schemes, reports, plans, programs and proposals on oil and gas activities submitted by contractors in accordance with this Law.

5. To supervise the designing and construction of oil and gas structures under oil and gas contracts.

6. To sell products of the host country and to be permitted to sell such products together with other contractors under the oil and gas contract as specified at Point e, Clause 1, Article 54 of this Law.

7. To manage and operate oil and gas activities; to conduct enhanced oil recovery and make additional investment in exploitation of natural resources for oil and gas fields, field clusters and blocks under enhanced oil recovery, and monitor and use assets related to the taking over of the contractor’s participating interests and oil and gas fields, field clusters and blocks in accordance with this Law.

Article 58. Obligations of the Vietnam National Industry - Energy Group

1. To organize the management, administration and efficient and rational exploitation of oil and gas resources, the protection of natural resources and the environment, and the assurance of safety in oil and gas activities.

2. To organize the management, storage, preservation and use of information, data, documents, specimens and outcomes of basic oil and gas investigation of which organizations other than state agencies or enterprises take charge; and information, data, documents and specimens obtained in the course of conducting oil and gas activities and after completion of oil and gas contracts, ensuring organizations’ and individuals’ right of access to documents, information, data and outcomes of oil and gas basic investigation and oil and gas activities.

3. To manage and strictly supervise the implementation of basic oil and gas investigation agreements related to the exploitation of information, data and outcomes of basic oil and gas investigation in accordance with law and signed agreements.

4. To effectively manage and strictly supervise the performance of oil and gas contracts in accordance with law and oil and gas contracts.

5. To be responsible for the results of approving and accepting contents of oil and gas activities falling within its competence in accordance with this Law.

6. To consolidate periodic investment monitoring reports on oil and gas projects in the territory of Vietnam; and to report on oil and gas activities to competent state management agencies periodically or upon request.

7. To propose solutions and coordinate at the request of, competent state management agencies in formulating policies, strategies and orientations related to the organization of rational and efficient exploitation of oil and gas resources, protection of natural resources and the environment and sustainable development.

8. To act on behalf of the host country in fulfilling obligations to the state budget in accordance with the oil and gas contracts and tax laws.

9. To periodically report to the state management agency on oil and gas on matters for which approval and acceptance authority has been delegated to it under this Law for inspection and supervision in accordance with the regulations of the Government.

Article 59. Approval of the use of capital of the Vietnam National Industry - Energy Group and enterprises with 100% charter capital held by the Vietnam Oil and Gas Group in oil and gas activities

The Members' Council of the Vietnam National Industry - Energy Group shall:

1. Approve the use of capital of the Vietnam National Industry - Energy Group and enterprises with 100% charter capital held by the Vietnam National Industry - Energy Group, regardless of the approved amount of contributed capital in accordance with this Law, in the following cases:

a) To exercise the right to participate in oil and gas contracts and the preemptive right to buy part or the whole of the participating interests specified in Article 28 of this Law;

b) To conduct oil and gas activities according to stages of an oil and gas contract or oil and gas project;

2. Approve the termination of unsuccessful oil and gas investment projects of the Vietnam National Industry - Energy Group and enterprises with 100% charter capital held by the Vietnam National Industry - Energy Group;

3. Report to the agency representing the owner on the contents approved in accordance with Clauses 1 and 2 of this Article for monitoring, inspection and supervision.

Article 60. Handling of costs of the Vietnam National Industry - Energy Group

1. Costs of basic oil and gas investigation conducted by the Vietnam National Industry - Energy Group shall be paid from the source of after-tax profits of the Vietnam National Industry - Energy Group, in addition to those covered by the state budget (if any).

2. Unsuccessful investment costs incurred in oil and gas projects of the Vietnam National Industry - Energy Group, after the Members' Council of the Vietnam National Industry - Energy Group issues decisions on the termination of the oil and gas projects and account-finalization of costs, shall not be deductible in determining taxable income in accordance with the law on corporate income tax and shall be paid from the source of annual after-tax profits of the Vietnam National Industry - Energy Group.

3. The costs specified in Clauses 1 and 2 of this Article shall be handled from the after-tax profits of the Vietnam National Industry - Energy Group before the allocation to funds in accordance with the law on the management and investment of state capital in enterprises.

4. The Vietnam National Industry - Energy Group may use the host country’s proceeds from the sale of oil and gas products under oil and gas contracts, before determining the host country's profit to be remitted to the state budget, to offset and pay the following costs and obligations:

a) Costs related to the sale and consumption of the host country's oil and gas products under relevant commercial agreements falling within the responsibility of the host country and performed by the Vietnam National Industry - Energy Group on behalf of the host country;

b) Financial obligations toward the host country’s profits from proceeds from the sale of oil and gas products under oil and gas contracts to be performed by the Vietnam National Industry - Energy Group on behalf of the host country;

c) Shortfall in costs for decommissioning oil and gas structures of a project on enhanced oil recovery of oil and gas fields, field clusters and blocks in case the balance of funds for securing the performance of the obligation of decommissioning of oil and gas structures is insufficient to fulfill the obligation;

d) Costs of management and supervision of oil and gas contracts;

dd) Costs of maintenance of oil and gas contracts in case of taking over the participating interests from contractors for special reasons or performing the Prime Minister-assigned tasks related to oil and gas activities.

5. The Government shall detail this Article.

Chapter XII

IMPLEMENTATION PROVISIONS

Article 61. Effect

1. This Law takes effect on March 1, 2027.

2. The Law on Oil and Gas No. 12/2022/QH15 shall cease to be effective from the effective date of this Law, except for the case specified in Clause 3 of this Article and Clauses 3, 4 and 5 of Article 62 of this Law.

3. Clause 2, Article 67 of the Law on Oil and Gas No. 12/2022/QH15, which amends and supplements Clause 1, Article 3 of the Law on Royalties No. 45/2009/QH12, as amended and supplemented under the Law No. 71/2014/QH13, shall remain effective until such provision is amended, supplemented, replaced or annulled.

Article 62. Transitional provisions

1. Contractors entering into oil and gas contracts that have investment registration certificates granted before the effective date of this Law shall continue to comply with such contracts and certificates.

2. Oil and gas schemes, reports, plans and programs approved before the effective date of this Law will remain valid without being required to be added with the contents provided in this Law.

3. Oil and gas schemes, reports, plans, programs and contracts submitted to competent agencies before the effective date of this Law are not required to be re-submitted and shall be appraised and approved in accordance with regulations issued before the effective date of this Law.

4. Enhanced oil recovery under the operating mechanism approved before the effective date of this Law will continue to comply with the decisions and regulations issued before the effective date of this Law.

5. The existing handling of costs of the Vietnam National Industry - Energy Group shall continue to be carried out in accordance with the law applicable before the effective date of this Law.

6. Financial obligations toward the host country’s profits from proceeds from the sale of oil and gas products under oil and gas contracts to be performed by the Vietnam National Industry - Energy Group on behalf of the host country before the effective date of the Law on Oil and Gas No. 12/2022/QH15, but for which the costs have not been handled before the effective date of this Law, shall be handled in accordance with Clause 4, Article 60 of this Law after obtaining approval from the competent authority.

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This Law was adopted by the 16th National Assembly of the Socialist Republic of Vietnam at its First Extraordinary Session on August 23, 2026.