Circular No. 155/2011/TT-BTC guiding taxes on exploration, development, and exploitation of oil and gas from Block 09-1 by the Vietnam-Russia Joint Venture "Vietsovpetro" according to the Agreement 2010-155/2011/TT.

CIRCULAR

Guidelines on tax for exploration and prospection activities, development of oil fields and

 and exploitation of oil and gas by the Vietnam-Russia Joint Venture "Vietsovpetro" from Block 09-1 according to

the provisions of the 2010 Agreement

Pursuant to the Agreement between the Government of the Socialist Republic of Vietnam and the Government of the Russian Federation signed on December 27, 2010 regarding continued cooperation in the field of geological exploration and oil and gas exploitation on the continental shelf of the Socialist Republic of Vietnam within the framework of the Vietnam-Russian Joint Venture "Vietsovpetro" (hereinafter referred to as the 2010 Agreement);

Pursuant to the Petroleum Law of 1993 adopted by the National Assembly on July 6, 1993; the Law Amending and Supplementing Certain Provisions of the Petroleum Law adopted by the National Assembly on June 9, 2000; the Law Amending and Supplementing Certain Provisions of the Petroleum Law No. 10/2008/QH12 dated June 3, 2008 and guiding documents;

Pursuant to the Law on the Conclusion, Accession and Implementation of International Treaties No. 41/2005/QH11 dated June 14, 2005 of the National Assembly of the Socialist Republic of Vietnam and guiding documents;

Pursuant to Tax Laws, Ordinances on Fees and Charges and guiding documents;

Pursuant to the Law on Tax Administration No. 78/2006/QH11 dated November 29, 2006 and guiding documents;

Pursuant to the Decree No. 118/2008/NĐ-CP dated November 27, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

The Ministry of Finance issues guidelines on taxes and payments to the State Budget (hereinafter referred to as taxes) for exploration, prospection, development of oil fields and exploitation of oil and gas by the Vietnam-Russian Joint Venture "Vietsovpetro" from Block 09-1 according to the provisions of the 2010 Agreement as follows:

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular guides the types of taxes applicable to exploration, prospection, development of oil fields and exploitation of oil and gas by the Vietnam-Russian Joint Venture "Vietsovpetro" from Block 09-1 according to the provisions of the 2010 Agreement including:

- Mineral resource tax;

- Export tax;

- Special tax;

- Value-added tax;

- Additional payment when crude oil prices increase;

- Corporate income tax;

- Other types of taxes, fees, and charges.

Article 2. Applicability

1. This Circular applies to crude oil products produced by the Vietnam-Russian Joint Venture "Vietsovpetro" from Block 09-1 that have been sold (including exchanges) and retained, excluding non-product items and technological product losses.

"Non-product items" as defined in the 2010 Agreement are the necessary crude oil required to ensure the exploitation, processing, storage, and transportation of crude oil to the delivery point.

"Technological product losses" as defined in the 2010 Agreement are the crude oil losses related to the exploitation and processing, storage, and transportation of crude oil to the delivery point.

2. This Circular does not apply to goods and services from other production and business activities of the Vietnam-Russian Joint Venture "Vietsovpetro" outside of exploration, prospection, development of oil fields, and exploitation of oil and gas from Block 09-1. In this case, the Vietnam-Russian Joint Venture "Vietsovpetro" shall fulfill its tax obligations according to current tax laws.

Article 3. Taxpayers

1. The taxpayer is the Vietnam-Russian Joint Venture "Vietsovpetro" (hereinafter referred to as VIETSOVPETRO).

2. In cases where VIETSOVPETRO authorizes, in accordance with the law, a Vietnamese organization to perform tax declaration and payment on its behalf, such authorized organization shall be the substitute taxpayer.

Article 4. Currency for Tax Payment

1. VIETSOVPETRO shall determine the amount of tax payable and settle tax in US dollars.

2. The currency for paying the various taxes guided by this Circular is US dollars.

In cases where VIETSOVPETRO pays taxes in Vietnamese dong according to government regulations, the exchange rate applied to convert US dollars to Vietnamese dong for tax payment purposes is the average inter-bank foreign exchange transaction rate published by the State Bank of Vietnam at the time of tax payment.

In cases where crude oil is sold in the domestic market based on US dollar pricing, the currency for tax payment is Vietnamese dong. The exchange rate used to convert to Vietnamese dong to determine taxable revenue and pay various taxes is the average inter-bank foreign exchange transaction rate published by the State Bank of Vietnam at the time of invoice issuance.

Article 5. Principles for Determining the Taxable Price

1. The taxable price as prescribed in this Circular is the selling price of crude oil determined under arm's length transaction contracts.

"Arm's length transaction contract" means a transaction contract between a buyer and a seller in a market relationship, excluding internal purchase and sale contracts within a company, between affiliated companies, between governments, between government organizations, or any transactions or exchanges influenced by abnormal commercial relationships.

2. In cases where crude oil is sold without an arm's length transaction contract, the tax administration authority (tax agency and customs agency) will determine the taxable price according to the following principles:

The taxable price is the average selling price of similar crude oil on the international market over three consecutive weeks: the week before, the week of sale, and the week following the sale of crude oil. The taxpayer is responsible for providing the tax agency with information about the composition and quality of the crude oil being extracted. When necessary, the tax administration authority may refer to the selling prices on the U.S. market (WTI), the British market (Brent), or the Singapore market (Platt’s), or seek opinions from competent state agencies regarding the determination of the selling price of the crude oil being extracted by the taxpayer.

Chapter II
GUIDELINES FOR IMPLEMENTING TAX PROVISIONS

PART 1. MINERAL TAX

Article 6. Objects Subject to Mineral Tax

1. The entire production volume of crude oil extracted and retained from Block 09-1, measured at the collection, inventory, distribution, and product delivery point, once sold, is subject to mineral tax.

"Collection, inventory, distribution, and product delivery point" as defined in the 2010 Agreement is a location equipped with necessary storage tanks to preserve products, technological equipment, pipelines, and inspection-measurement devices (inventory points) either offshore or onshore from which products are delivered for sale (hereinafter referred to collectively as the delivery point).

2. For associated gas obtained during the extraction of crude oil, if VIETSOVPETRO does not use it for technological needs and transfers it free of charge to the Government of Vietnam for use, then VIETSOVPETRO is not required to pay mineral tax on that associated gas.

3. In cases where, during the extraction of crude oil, VIETSOVPETRO is permitted to extract other resources subject to mineral tax, such resources shall be taxed according to current laws on mineral tax.

Article 7. Period for Calculating Mineral Tax

The period for calculating mineral tax is the calendar year. The first period for calculating mineral tax begins from the first day of crude oil extraction until the end of the first calendar year. The final period for calculating mineral tax starts from the first day of the last calendar year until the end of crude oil extraction.

Article 8. Declaration and Payment of Mineral Tax

1. Mineral tax can be paid in crude oil; in cash; or partly in cash and partly in crude oil.

In cases where mineral tax is paid in crude oil, the tax agency will notify the taxpayer in writing six months in advance and provide specific guidance on declaring and paying mineral tax in crude oil.

2. Declaration and payment of provisional mineral tax:

Provisional mineral tax is declared and paid each time crude oil is sold.

2.1. Determination of the amount of provisional mineral tax payable:

Where:

- The volume of crude oil sold is the volume of crude oil subject to mineral tax each time it is sold.

- The provisional taxable price is the selling price of crude oil at the delivery point for each sale of crude oil under an arm's length transaction contract, excluding value-added tax. In cases where crude oil is sold without an arm's length transaction contract, the provisional taxable price is determined as guided in Article 5, Chapter I of this Circular.

- The mineral tax rate as stipulated in the 2010 Agreement is 18%.

Example 1: Determination of provisional mineral tax:

Assuming VIETSOVPETRO sells a batch of crude oil with a volume of 500,000 barrels at a selling price of $75 per barrel.

2.2. Declaration and payment of provisional mineral tax:

a) The declaration form for provisional mineral tax on crude oil is Form 01/TAIN-VSP issued together with this Circular.

b) Deadline for submitting the declaration form for provisional mineral tax:

No later than the 35th day from the date of crude oil sale. The date of crude oil sale is the date when crude oil delivery is completed at the delivery point (for crude oil sold in the domestic market) or the date when customs procedures are completed according to customs laws (for exported crude oil). If the 35th day falls on a Saturday, Sunday, holiday, or public holiday (collectively referred to as a non-working day), the deadline for submitting the declaration form for provisional mineral tax is the next working day after the non-working day.

c) Deadline for paying provisional mineral tax: no later than the last day of the deadline for submitting the declaration form for provisional mineral tax.

Article 9. Settlement of Mineral Resources Tax

1. Determination of mineral resources tax payable for the tax period:

1.1. Determination of crude oil mineral resources tax payable:

Where:

- Crude oil production subject to mineral resources tax for the tax period includes all crude oil production subject to mineral resources tax that has been extracted and sold during the tax period.

- The mineral tax rate as stipulated in the 2010 Agreement is 18%.

1.2. Determination of the amount of mineral resources tax payable:

Where:

- The crude oil mineral resources tax payable for the tax period shall be determined in accordance with the guidance provided in Point 1.1, Clause 1, this Article.

- The taxable value of crude oil for mineral resources tax for the tax period is the weighted average price of crude oil production subject to mineral resources tax sold at the delivery point under fair trade contracts during the tax period, excluding VAT. In cases where crude oil is sold without fair trade contracts, the taxable value shall be determined in accordance with the guidance provided in Article 5, Chapter I of this Circular.

Example 2: Determining the taxable value of mineral resources tax for the tax period.

Assuming crude oil production sold during the tax period is 1,400,000 barrels, sold in three lots: Lot 1 with 500,000 barrels at $65/barrel; Lot 2 with 600,000 barrels at $68/barrel; Lot 3 with 300,000 barrels at $70/barrel.

2. Declaration and payment of tax according to the settlement declaration form for mineral resources tax:

2.1. The settlement declaration form for mineral resources tax includes:

- Form 02/TAIN-VSP for the settlement declaration of mineral resources tax on crude oil issued together with this Circular.

- Schedule of crude oil production and revenue from crude oil sales according to Form 02-1/TAIN-VSP issued together with this Circular.

2.2. Deadline for submission of the settlement declaration form for mineral resources tax:

- Not later than the 90th day from the end of the calendar year.

- Not later than the 45th day from the end of the Agreement 2010 (in case the end date of the Agreement differs from the end of the calendar year).

If the 90th day or the 45th day falls on a public holiday, the deadline for submission of the settlement declaration form for mineral resources tax is the next working day following the holiday.

2.3. Deadline for payment of mineral resources tax according to the settlement declaration form for mineral resources tax: not later than the last day of the deadline for submission of the settlement declaration form for mineral resources tax.

PART 2. EXPORT DUTY

Article 10. Objects Subject to Export Duty

All crude oil production of VIETSOVPETRO, including the profit share of participating parties, after deducting crude oil production subject to mineral resources tax, when exported, is subject to export duty.

Article 11. Determination of Export Duty Payable

Determination of export duty payable:

Where:

- Crude oil production exported is the actual crude oil production exported each time it is sold.

- Taxable value for export duty is the selling price of crude oil at the delivery point under fair trade contracts (FOB price). In cases where crude oil is sold without fair trade contracts, the taxable value for export duty shall be determined in accordance with the guidance provided in Article 5, Chapter I of this Circular.

- The export duty rate is determined as follows:

Where:

- The mineral tax rate as stipulated in the 2010 Agreement is 18%.

The export duty rate for crude oil as stipulated in the Agreement 2010 is 10%.

Example 3: Determining the export duty rate for crude oil:

Article 12. Declaration and Payment of Export Tax

The procedures for declaration and payment of export tax on crude oil exports shall be carried out in accordance with the provisions of the Law on Export Tax, Import Tax, and the Law on Tax Administration.

Specifically, the deadline for paying the export tax on crude oil is no later than the 35th day from the date when the customs clearance procedures are completed in accordance with the Customs Law.

MỤC 3. SPECIAL TAX

Article 13. Objects Subject to Special Tax

The entire production volume of crude oil of VIETSOVPETRO, including the profit share of participating parties, after deducting the crude oil production subject to resource tax, when consumed in the domestic market, falls within the scope of special tax liability.

Article 14. Determination of the Amount of Special Tax Due

The amount of special tax due is determined as follows:

Where:

- The domestic consumption volume of crude oil is the actual volume of crude oil sold domestically according to each sale transaction.

- The special tax calculation price is the selling price of crude oil at the delivery point of each sale transaction under a fair trade contract, excluding value-added tax. In cases where crude oil is sold without a fair trade contract, the special tax calculation price is determined in accordance with the guidance provided in Article 5, Chapter I of this Circular.

- The special tax rate is determined as follows:

Where:

- The mineral tax rate as stipulated in the 2010 Agreement is 18%.

- The special tax rate prescribed in the Agreement 2010 is 10%.

Example 4: Determination of the special tax rate for crude oil:

Article 15. Declaration and Payment of Special Tax

Special tax is declared and paid according to each sale transaction.

1. The declaration form for special tax is Form 01/DB-VSP issued together with this Circular.

2. The deadline for submitting the special tax declaration form is no later than the 35th day from the completion of crude oil delivery at the delivery point. If the 35th day is a holiday, the deadline for submitting the special tax declaration form is the next working day following the holiday.

3. The deadline for paying the special tax is the last day of the deadline for submitting the special tax declaration form.

SECTION 4

VALUE ADDED TAX

Article 16. Value-Added Tax on Crude Oil Consumed in the Domestic Market

VIETSOVPETRO is not required to declare and pay value-added tax on crude oil consumed in the domestic market.

MỤC 5

 ADDITIONAL CHARGE WHEN CRUDE OIL PRICE INCREASES

Article 17. Objects Subject to Additional Charge

When the selling price of crude oil increases by more than 20% compared to the base price of 75 USD/barrel, the entire profit share of VIETSOVPETRO will be subject to additional charge in accordance with the guidance provided in this Circular.

Article 18. Declaration and Payment of Temporary Additional Charge on Profit Share According to Each Sale Transaction

The temporary additional charge on profit share according to each sale transaction must be declared and paid according to each sale transaction if the selling price of crude oil increases by more than 20% compared to the base price of 75 USD/barrel.

1. Determination of the Amount of Temporary Additional Charge Due:

- In case the actual selling price of crude oil in the sale transaction exceeds the corresponding base price by more than 20% but not exceeding 50%:

- In case the actual selling price of crude oil in the sale transaction exceeds the corresponding base price by more than 50%, the temporary additional charge is calculated as (i) + (ii), specifically as follows:

and

Where:

- The selling price of crude oil according to each sale transaction is the selling price of crude oil at the delivery point of each sale transaction under a fair trade contract, excluding value-added tax. In cases where crude oil is sold without a fair trade contract, the selling price of crude oil according to each sale transaction is determined in accordance with the guidance provided in Article 5, Chapter I of this Circular.

- The base price of crude oil as stipulated in the Agreement 2010 is 75 USD/barrel.

- The temporary profit share volume according to each sale transaction is the remaining crude oil after deducting the crude oil used to pay the resource tax and the crude oil retained for oil and gas activities in Block 09-1 (as approved annually by the Joint Venture Council, not exceeding 35%).

Example 5: Determination of the amount of temporary additional charge due when the crude oil price increases according to each crude oil sale transaction:

Assuming the first crude oil sale volume of VIETSOVPETRO on January 1, 2011 was 400,000 barrels, the selling price was 115 USD/barrel, the resource tax rate was 18%, and the crude oil retention ratio approved by the Joint Venture Council was 34%.

- The selling price of 115 USD/barrel compared to the base price of 75 USD/barrel is 153%.

- The temporary additional charge is calculated as follows:

and

The total temporary additional charge due for the first crude oil sale on January 1, 2011 is (i) + (ii) = 2,448,000 USD.

2. Declaration and Payment of Temporary Additional Charge:

2.1. The declaration form for temporary additional charge is Form 01/PTHU-VSP issued together with this Circular.

2.2. The deadline for submitting the temporary additional charge declaration form:

No later than the 35th day from the date of crude oil sale. The date of crude oil sale is the date of completing crude oil delivery at the delivery point (for crude oil sold in the domestic market) or the date of completing customs clearance procedures in accordance with the Customs Law (for exported crude oil). If the 35th day is a holiday, the deadline for submitting the temporary additional charge declaration form is the next working day following the holiday.

2.3. The deadline for paying the temporary additional charge is the last day of the deadline for submitting the temporary additional charge declaration form.

Article 19. Declaration and Payment of Temporary Additional Tax on Oil Profits from Residual Costs of Retained Oil

Oil profits from residual costs of retained oil include profits from price differences in crude oil sales and profits from unused costs.

1. Determination of Temporary Additional Tax on Oil Profits from Price Differences in Crude Oil Sales:

1.1. Determination of the Volume of Oil Profits from Price Differences in Crude Oil Sales:

The volume of oil profits from price differences in crude oil sales for each quarter is determined as follows:

Where:

- The amount of price difference in crude oil sales for each quarter is the total amount of price differences arising quarterly between actual selling prices and planned selling prices for the volume of oil retained for VIETSOVPETRO's use as stipulated in Article 9 of the 2010 Agreement, determined according to the guidance at Point 1.1 and 1.3, Clause 1, Article 24 of this Circular.

- The weighted average price of crude oil lots sold in the quarter equals the revenue from crude oil sales in the corresponding quarter divided by the volume of crude oil sold in the corresponding quarter.

1.2. Determination of Temporary Additional Tax Due on Oil Profits from Price Differences in Crude Oil Sales:

a) Based on the volume of oil profits from price differences in crude oil sales for each quarter and the weighted average price of crude oil lots sold in the corresponding quarter, VIETSOVPETRO determines the additional tax on oil profits from price differences in crude oil sales for each quarter according to the principle outlined in Clause 1, Article 18 of this Circular.

b) The temporary additional tax due on oil profits from price differences in crude oil sales for each quarter equals the additional tax on oil profits from price differences in crude oil sales for each quarter determined according to the guidance at Point 1.2.a of this Article multiplied by 80%.

Example 6: Assuming in the first quarter of 2011, VIETSOVPETRO determined the amount of price difference in crude oil sales to be 50,000,000 USD, and the weighted average price of crude oil lots sold in the first quarter was 100 USD/barrel.

According to the principle outlined in Clause 1, Article 18 of this Circular:

2. Determination of Temporary Additional Tax on Oil Profits from Unused Costs:

2.1. Determination of the Volume of Oil Profits from Unused Costs:

Where:

- The amount of unused costs is the difference between the value of the volume of crude oil retained for VIETSOVPETRO's use based on planned selling prices (planned costs) and the actual costs incurred during the period of cost carryover for Block 09-1 operations approved by the Joint Council at each Joint Council meeting and any unused costs (if any) recorded in the annual audit report of the Audit Board.

- The weighted average price of crude oil lots sold during the period of cost carryover equals the total revenue from crude oil sales during the period of cost carryover divided by the total volume of crude oil sold during the period of cost carryover.

The period of cost carryover is the time frame VIETSOVPETRO identifies unused costs to report to the Joint Council for approval.

2.2. Determination of Temporary Additional Tax on the Volume of Oil Profits from Unused Costs:

Based on the volume of oil profits from unused costs and the weighted average price of crude oil lots sold during the corresponding period of cost carryover, VIETSOVPETRO determines the additional tax on the volume of oil profits from unused costs according to the principle outlined in Clause 1, Article 18 of this Circular.

In cases where the annual audit of VIETSOVPETRO by the Audit Board results in unused costs, VIETSOVPETRO shall determine the additional tax payable on oil profits from these unused costs based on the weighted average price of crude oil lots sold during the corresponding year's cost carryover period and according to the principles outlined in Clause 1, Article 18 and Point 2.1, Clause 2, Article 19 of this Circular.

Example 7: Assuming in 2011, the Joint Council convened and decided that the unused costs for 2011 were 50,000,000 USD. The weighted average price of crude oil lots sold during the period of cost carryover was 100 USD/barrel.

According to the principle outlined in Clause 1, Article 18 of this Circular:

3. Declaration and Payment of Temporary Additional Tax on Oil Profits from Residual Costs:

3.1. Declaration forms are the Declaration Form for Temporary Additional Tax on Oil Profits from Price Differences in Crude Oil Sales according to Model No. 01-1/PTHU-VSP and the Declaration Form for Temporary Additional Tax on Oil Profits from Unused Costs according to Model No. 01-2/PTHU-VSP issued together with this Circular.

3.2. Deadline for submitting declaration forms:

- Not later than the thirtieth (30th) day of the quarter following the quarter in which the tax liability arises from the additional tax on price differences in crude oil sales.

- Not later than the thirtieth (30th) day from the date the Joint Council approves the unused costs according to the Minutes of the Joint Council meeting.

If the thirtieth day falls on a holiday, the deadline for submitting declaration forms is the next working day after the holiday.

3.3. Deadline for payment of temporary additional tax: not later than the last day of the deadline for submitting declaration forms.

Article 20. Settlement of Additional Revenue when Crude Oil Price Increases.

1. Determining the amount of additional revenue for settlement:

The amount of additional revenue to be paid according to settlement is equal to the total amount of additional revenue to be paid determined in accordance with Clause 1, Article 18 and Clause 1, Clause 2, Article 19 of this Circular.

The additional revenue for the price difference of crude oil sales quarterly is determined based on the entire amount of additional revenue to be paid each quarter as guided in Clause 1, Article 19.

2. Declaration and payment of additional revenue through the settlement declaration form:

2.1. The settlement declaration form for additional revenue includes:

- The settlement declaration form for additional revenue according to Form No. 02/PTHU-VSP issued together with this Circular.

- A list of temporarily calculated additional revenue already paid according to Form No. 02-1/PTHU-VSP issued together with this Circular.

2.2. Deadline for submitting the settlement declaration form for additional revenue:

- Not later than the 90th day from the end of the calendar year.

- Not later than the 45th day from the end of the Agreement 2010 (in case the end date of the Agreement differs from the end of the calendar year).

In case the 90th day or the 45th day falls on a holiday, the deadline for submitting the settlement declaration form for additional revenue is the next working day following the holiday.

2.3. Deadline for paying additional revenue through the settlement declaration form: no later than the last day of the deadline for submitting the settlement declaration form.

PART 6

CORPORATE INCOME TAX

Article 21. Taxable Subjects for Corporate Income Tax

1. Income from exploration, development, and exploitation activities of VIETSOVPETRO from Block 09-1 is subject to corporate income tax as guided in this Circular.

2. Income from other production and business activities and other income outside of income from exploration, development, and exploitation activities of Block 09-1 of VIETSOVPETRO is subject to corporate income tax under current laws on corporate income tax.

Article 22. Period for Calculating Corporate Income Tax

1. The period for calculating corporate income tax is the calendar year. The first period for calculating corporate income tax starts from the date of conducting the first exploration, development, and exploitation activity until the end of the first calendar year. The final period for calculating corporate income tax starts from the beginning of the last calendar year until the end of the Agreement 2010.

2. In cases where the first tax calculation year and the last tax calculation year have a duration shorter than three months, they can be combined with the subsequent or previous tax calculation year to form a single period for calculating corporate income tax. The first tax calculation year or the last tax calculation year shall not exceed fifteen months.

Article 23. Declaration and Payment of Provisional Corporate Income Tax According to Each Sale

1. Determining the amount of provisional corporate income tax to be paid:

Where:

(a) Temporary taxable income according to each sale is determined as follows:

- Revenue from crude oil sales according to each sale equals the quantity of crude oil sold multiplied by the selling price of crude oil according to the arm's length transaction contract of each sale. In case crude oil is sold without an arm's length transaction contract, the selling price of crude oil is determined as guided in Article 5, Chapter I of this Circular.

- Deductible costs include:

+ Resource tax;

+ Export tax;

+ Special tax;

+ Value of crude oil production retained by VIETSOVPETRO for its own use in Block 09-1 operations at an annual ratio approved by the Joint Venture Council (maximum up to 35%) as stipulated in Article 9 of the Agreement 2010, determined based on the actual selling price of crude oil for each sale.

+ Additional revenue when the crude oil price increases by more than 20% compared to the base price.

These expenses are determined in accordance with this Circular.

(b) The corporate income tax rate as prescribed in the Agreement 2010 is 50%.

2. Declaration and payment of provisional corporate income tax:

2.1. The declaration form for provisional corporate income tax is the provisional corporate income tax declaration form according to each sale according to Form No. 01/TNDN-VSP issued together with this Circular.

2.2. Deadline for submitting the provisional corporate income tax declaration form:

No later than the 35th day from the date of crude oil sale. The date of crude oil sale is the completion date of crude oil delivery at the handover point (for crude oil sold in the domestic market) or the date when customs procedures are completed according to customs laws (for exported crude oil). In case the 35th day falls on a holiday, the deadline for submitting the provisional corporate income tax declaration form is the next working day following the holiday.

2.3. Deadline for paying provisional corporate income tax: no later than the last day of the deadline for submitting the provisional corporate income tax declaration form.

Article 24. Declaration and Payment of Corporate Income Tax on Temporary Income from Residual Oil Costs

1. Income from residual oil costs includes:

1.1. Income from price difference of crude oil sales is the total difference between actual selling prices and planned selling prices for the quantity of oil left for VIETSOVPETRO's use as stipulated in Article 9 of the 2010 Agreement.

1.2. Income from unused cost is the difference in value of the quantity of crude oil left for VIETSOVPETRO's use as stipulated in Article 9 of the 2010 Agreement based on planned crude oil selling prices (planned costs) and actual costs incurred during the residual period to serve Block 09-1 petroleum activities, as decided by the Joint Venture Council at each meeting's minutes and unused costs according to the annual inspection report of the Inspection Board.

1.3. In cases where actual costs incurred during the year to serve Block 09-1 petroleum activities exceed planned costs, VIETSOVPETRO may offset such excess with income from previous quarter's price differences until fully offset.

2. Determining the amount of provisional corporate income tax:

2.1. Determining the provisional corporate income tax from price differences of crude oil sales:

a) Determining quarterly corporate income tax:

Where:

- Taxable income equals the total income from quarterly price differences of crude oil sales as guided by Points 1.1 and 1.3, Clause 1, Article 24 of this Circular, minus additional surcharges payable on income from price differences of crude oil as guided by Point 1.2.a, Clause 1, Article 19 of this Circular (if applicable).

- The corporate income tax rate as prescribed in the 2010 Agreement is 50%.

b) The provisional corporate income tax payable for quarterly price differences of crude oil equals 80% of the corporate income tax determined for quarterly profit from price differences of crude oil as guided by Point 2.1.a, Clause 2, this Article.

Since the corporate income tax on quarterly price differences of crude oil as guided above is determined provisionally, it does not yet serve as a basis for VIETSOVPETRO to distribute profits to participating parties.

2.2. Determining the provisional corporate income tax from unused costs:

Where:

- Taxable income equals income from unused costs as guided by Point 1.2, Clause 1, this Article, determined according to the minutes of the Joint Venture Council's annual meetings, minus additional surcharges payable as guided by Clause 2, Article 19 of this Circular (if applicable).

- The corporate income tax rate as prescribed in the 2010 Agreement is 50%.

3. Declaration and payment of provisional corporate income tax on income from residual oil costs:

3.1. The declaration form for provisional corporate income tax is Form 01-1/TNDN-VSP for provisional corporate income tax on income from crude oil price differences and Form 01-2/TNDN-VSP for provisional corporate income tax on income from unused costs, both issued together with this Circular.

3.2. Deadline for submitting the provisional corporate income tax declaration form:

- Not later than the thirtieth (30th) day of the quarter following the quarter in which the tax liability arises from income from crude oil price differences.

- Not later than the thirtieth (30th) day from the date the Joint Council approves the unused costs according to the Minutes of the Joint Council meeting.

If the thirtieth day falls on a holiday, the deadline for submitting the provisional corporate income tax declaration form is the next working day after the holiday.

3.3. Deadline for paying provisional corporate income tax: not later than the last day of the deadline for submitting the provisional corporate income tax declaration form.

Article 25. Settlement of Corporate Income Tax

1. Determining the amount of corporate income tax payable:

The amount of corporate income tax payable is equal to the total amount of corporate income tax determined according to the guidance provided in Clause 1, Article 23 and Clause 2, Article 24 of this Circular.

The corporate income tax on quarterly crude oil price differences as guided in Point 2.1, Clause 2, Article 24 of this Circular is determined based on the entire amount of corporate income tax payable for each quarter.

2. The declaration form for settlement of corporate income tax is the Corporate Income Tax Settlement Declaration Form No. 02/TNDN-VSP issued together with this Circular.

3. Deadline for submitting the settlement declaration form for corporate income tax:

- Not later than the ninetieth day from the end of the calendar year or fiscal year.

- Not later than the forty-fifth day from the end of the Agreement 2010 (in case the end date of the Agreement differs from the end date of the calendar year).

In case the ninetieth day or the forty-fifth day falls on a holiday, the deadline for submitting the settlement declaration form for corporate income tax is the next working day following the holiday.

4. Deadline for payment of corporate income tax according to the settlement declaration form for corporate income tax: not later than the last day of the deadline for submitting the settlement declaration form for corporate income tax.

Section 7

OTHER TAXES, FEES AND CHARGES

Article 26. Other Taxes, Fees and Charges

During the process of conducting exploration, development, and exploitation activities of oil and gas fields from Block 09-1, VIETSOVPETRO shall implement the payment of other taxes, fees, and charges not specifically guided in this Circular in accordance with the provisions of current laws on taxes, fees, and charges.

Chapter III
IMPLEMENTING PROVISIONS

Article 27. Effective Date

1. This Circular takes effect from January 1, 2012. As for the additional charge when the price of crude oil increases for profit oil and corporate income tax from exploration, development, and exploitation activities of oil and gas fields from Block 09-1 sold in 2011, if VIETSOVPETRO has declared and paid taxes differently from the guidance in this Circular, they shall adjust their declaration according to the guidance in this Circular when settling the tax for 2011.

2. Matters not covered in this Circular and matters not contrary to the guidance in this Circular shall be implemented in accordance with the current laws on taxation and tax administration.

During implementation, if there are difficulties or obstacles, units are requested to promptly report to the Ministry of Finance for resolution./.