Energy, Mining and Infrastructure

Client Alert Draft Model PSC and Partnership with November 2012 This Alert notes two new developments. The first relates to a new draft on Model Petroleum Product Sharing Contracts and the second relates to a recent call from PetroVietnam for investment partnership in a number of projects.

Draft Decree Amending Model PSC The Ministry of Industry and Trade in Vietnam (“MOIT”) recently posted on their website1 a draft decree replacing Decree No. 139/2005/ND-CP on the Should you wish to obtain further Issuance of a Model Contract for Petroleum Product Sharing Contracts information or want to discuss any (“PSCs”). A new model PSC will be issued once this draft decree is issues raised in this alert with us, please contact: officially enacted by the Government. Currently, the MOIT is in the process of collecting comments from the public on the draft decree before they Frederick Burke finalize it and submit to the Government for final approval. +84 8 3520 2628 [email protected] The new model PSC contains various amendments to the current model PSC issued under Decree No. 139/2005/ND-CP. A number of amendments Simon Taylor are made to update the model PSC with new regulations in petroleum +84 4 3936 9404 [email protected] industry, including the changes in tax and fee regime and the transfer of the role of the petroleum management body to the MOIT. A number of Dang Chi Lieu other changes have been made to the clauses on, among others, term +84 4 3 936 9341 [email protected] extension, work programs and budgets, the participation of PetroVietnam, assignment, abandonment, termination, stabilization, operator, confidentiality, and bonuses and payments to PetroVietnam.

Baker & McKenzie (Vietnam) Ltd. Please contact us if you would like to know further details about these 12th Floor, Saigon Tower proposed amendments. 29 Le Duan Blvd District 1 Partnership with PetroVietnam Socialist Republic of Vietnam PetroVietnam is calling for “investment partnerships” in a number of Tel: +84 8 3829 5585 projects within and outside of Vietnam, covering a wide range of business Fax: +84 8 3829 5618 including upstream, midstream, and downstream power generation to Baker & McKenzie (Vietnam) Ltd. petroleum services. Some of these projects may be of interest to our Branch Office clients. 13th Floor, Vietcombank Tower 198 Tran Quang Khai Street A list of projects calling for investment is attached under Appendix 1 Hoan Kiem District, Hanoi of this alert. Please let us know if you would like to know about these Socialist Republic of Vietnam projects in further detail. Tel: +84 4 3825 1428 Fax: +84 4 3825 1432 1 Link to the document at: http://legal.moit.gov.vn/default.aspx?page=document_ www.bakermckenzie.com bill&do=detail&doc_id=411&rand=634874909962374600 Appendix 1

List of PVN projects calling for investment partnership

No. Project Name Owner Location Total Investment Capital (million USD)

I Upstream

1 Blocks 101 & 100/04 (Song Hong Basin) PVN North of Vietnam

2 Blocks 108/04, 116 (Song Hong Basin) PVN North of Vietnam

3 Blocks Hanoi Trough (MVHN), MVHN - PVN North of Vietnam 01KT & 03KT (Song Hong Basin)

4 Blocks 122, 124 (Phu Khanh Basin) PVN Offshore Centre of Vietnam

5 Blocks DBSCL - 01, 02, 03&04 (Onshore PVN South of Vietnam )

6 Block 06/94, 22/03 (Nam Con Son Basin) PVN Southwest Offshore Vietnam

7 Block 31, 32, 33, 34, 35 & 36/03 (Phu PVN Southwest Offshore Quoc Basin) Vietnam

8 Block 37, 38, 41, 43, 44, 47/01 (Phu Quoc PVN Southwest Offshore Basin) Vietnam

9 Block 48/05 (Malay - Tho Chu - Phu Quoc PVN Southwest Offshore Basin) Vietnam

10 Block 102 - 106/10 PVEP Vietnam

11 Blocks 05-2/10 PVEP Vietnam

12 Blocks 148, 149 PVEP Vietnam

13 Blocks M2 - Myanmar PVEP Myanmar

14 Blocks SK 305 PVEP Malaysia

15 Blocks N31, N32, N41, N42 - Cuba PVEP Cuba

16 Blocks Kossor - Uzbekistan PVEP Uzbekistan

17 Blocks Champasak - Laos PVEP Laos

18 Blocks 15 - Cambodia PVEP Cambodia

II Mid-and-Downstream

1 Nam Con Son No.2 Pipelines PVGas Ba Ria - Vung Tau 1,300 Province

2 Ca Mau Gas Processing Plant PVGas Ca Mau Province 700

3 Dung Quat Refinery (Existing) PVN Quang Ngai Province 3,000

4 Dung Quat Refinery (Expansion) PVN Quang Ngai Province 1,212

5 Long Son Refinery PVN Ba Ria - Vung Tau 7,000-8,000 Province

6 Ca Mau Fertilizer Plant PVN Ca Mau Province 900.2

7 Petrovietnam Gas Corporation (PVGas) PVN, other investors Ho Chi Minh City

8 Petrovietnam Petrochemical & Textile PVN, PVFCCo, Vinatex, Hai Phong City 324.85 Fiber Joint Stock Company (PVTex) Phong Phu Corp.

2 Vietnam | November 2012 III Power

1 Song Hau 1 Coal-fired Power Plant PVN Hau Giang Province 1,633

2 Hoa Thang 1 Wind Power Plant PVPower Binh Thuan Province 83

3 Thai Binh 2 Coal-fired Power Plant PVN Thai Binh Province 1,656

4 Vung Ang 1 Coal-fired Power Plant PVN Ha Tinh Province 1,595

5 Quang Trach 1 Coal-fired Power Plant PVN Quang Binh Province 1,778

6 Long Phu 1 Coal-fired Power Plant PVN Soc Trang Province 1,595

7 DakDrinh Hydro Power Plant PV Power, BIDV, Licogi, Quang Ngai Province 238 SongDa Group, DHC’s employees

8 Hua Na Hydro Power Plant PV Power; Lilama, BIDC, Nghe An Province 288 MB

9 Nhon Trach 1 Thermal Power Plant PVPower Dong Nai Province 322

IV Services

1 Phuoc An Port PVN, Sonadezi Corp Dong Nai Province 979

2 Dung Quat Shipyard PVN Quang Ngai Province 749

3 Petrovietnam Construction Joint Stock PVN, VanEck Association Hanoi City Company (PVC) Corp., Vietwealth Corp, Others

4 Petrovietnam Tower PVC Hanoi City 571

5 Petrovietnam Finance Corporation PVN, Morgan Stanley, Hanoi City (PVFC) Others

6 Petrovietnam Transportation PVN, PVFC, ACB, Others Ho Chi Minh City Corporation (PVTrans)

7 Petrovietnam Oil Stockpile Company PV Oil, Binh Son Ho Chi Minh City Limited (PVOS) Petrochemical Company Ltd (BSR) SEK

This client alert provided by Baker & McKenzie (Vietnam) Ltd. is intended to provide our clients, and other interested parties, with an overview of the recent legal changes in the relevant area for information purposes only. The information contained in this client alert does not constitute legal advice or legal opinion, and should not be regarded as a substitute for detailed advice in individual cases. The information, as referred to in this client alert, is based on the laws, regulations, notifications, practice and policy at the time of its production. The laws, regulations, notifications, practice and policy may change from time- to-time and, therefore, the use of this client alert must be taken with due care. You are strongly advised that no use should be made of the information in this client alert without prior consultation with Baker & McKenzie (Vietnam) Ltd.. No portion hereof may be reproduced or transmitted, by any means, without the prior written permission from Baker & McKenzie (Vietnam) Ltd.. All rights reserved. Baker & McKenzie (Vietnam) Ltd. is a member of Baker & McKenzie International, a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a “partner” means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an “office” means an office of any such law firm. ©2012 Baker & McKenzie (Vietnam) Ltd. All rights reserved. This may qualify as “Attorney Advertising” requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Vietnam | November 2012 3