Thăng Long and An Phú Gia executed Agreement No. 135 together with an exclusive distribution contract, thereby establishing the transfer of a portion of the project and the associated rights and obligations to An Phú Gia. These documents also record the legal status of 296 units within the project: these units are permitted for lease only and do not meet the statutory conditions for business or transfer under the Law on Real Estate Business.

However, An Phú Gia proceeded to enter into contracts with customers under the titles “contract for assignment of sale agreement” or “lease–purchase agreement,” which in substance constitute transactions for transferring units that are not legally eligible for such transfer.

In this context, the question arises: Did Thăng Long already understand that these units could not be legally transferred, and therefore transferred part of the project to An Phú Gia so that this entity would execute contracts with customers on its behalf?

The manner in which the products were introduced and the contracts were executed shows signs of deception, misrepresenting the legal status of the units and the rights of purchasers, thereby triggering the primary legal liability of the developer under applicable criminal laws.