On 1 November 2022, Thang Long Vietnam Housing and Urban Development Group Joint Stock Company (“Thang Long Company”) – the investor of the Hesco project – and An Phu Gia Holdings Joint Stock Company (“An Phu Gia/APG Holdings”) executed Memorandum of Agreement No. 135/BB-TLVN, establishing a framework for comprehensive cooperation in the development of the Hesco project.

Under the memorandum, Thang Long Company agreed to transfer to An Phu Gia 380 apartments located in Tower S1, Block D, a 45-storey building, through two types of contracts: lease agreements and lease-purchase agreements.

The legal structure of the 380 apartments was classified as follows:
• 84 apartments with long-term residential ownership, eligible for sale under the law;
• 296 apartments designated as rental units, not constituting long-term ownership and ineligible for sale under the Law on Housing and the Law on Real Estate Business.

However, it is noteworthy that most of these apartments were subsequently transferred to customers via contracts titled “assignment of lease-purchase contracts.”

This presents a clear inconsistency between the substance of Memorandum 135/BB-TLVN—which establishes that the majority of the apartments are rental units—and the manner in which these units were marketed and sold to the public under lease-purchase arrangements, leading customers to believe they were buying future-formed apartments.

This raises an important question: Is there evidence of collusion between Thang Long Company and APG Holdings in deceiving customers during the project’s commercialization?

Another issue concerns the investor’s obligation to disclose information.
By law, the investor must fully and transparently disclose all legal documentation for each type of apartment, including the fact that many units are permitted only for lease and not for sale.
Instead of making such disclosures, Thang Long Company signed Memorandum 135, thereby allowing APG Holdings to market the units through lease-purchase agreements—an arrangement that does not accurately reflect the legal nature of rental-only apartments.

The method of contracting and presenting the products under the model of “assignment of lease-purchase contracts” indicates potential deception regarding the legal status and buyer rights associated with the apartments, thereby mobilizing capital on an improper legal foundation.

Under the Law on Real Estate Business, the investor bears full legal responsibility for all capital mobilization and business activities relating to the project, even when such activities are authorized or delegated to a distributor.
Accordingly, if there is any unlawful capital mobilization, mischaracterized transfer, or contracting beyond the legally permitted scope, the investor remains the principal liable entity.

Moreover, under the 2015 Criminal Code, if intent to misappropriate assets or obtain illicit gain is established, the act of providing false information about the apartment, its legal status, or the rights of the buyer may constitute the crime of Fraudulent Appropriation of Property or Abuse of Trust to Appropriate Property.

The incident at Grand Sunlake reveals a chain of opaque transactions, where the underlying legal structure was not fully disclosed yet was marketed to the public as a form of purchase of future-formed apartments. As a result, hundreds of customers now face the risk of losing legitimate rights and interests despite having made lawful payments.