IN THE NAME OF

THE SOCIALIST REPUBLIC OF VIETNAM

THE PEOPLE’S COURT OF CAN THO CITY

- The Trial Panel for the first-instance trial consists of:

Judge – Presiding Judge: Ms. Vo Thi Phuong

People’s Assessors: ​Mr. Pham Van Nhieu

Mr. Pham Truong Giang

- Court clerk: Mr. Phan Minh Nhut – Court Clerk of the People’s Court of Can Tho City.

- Representative of the People’s Procuracy of Can Tho City participating in the trial: Ms. Bui Kim Trong – Procurator.

On June 30, 2026, at the headquarters of the People’s Court of Can Tho City, the Court conducted a public first-instance trial of the case docketed under No. 01/2024/TLST-KDTM on February 27, 2024, concerning a “Dispute over a goods sale and purchase contract”, pursuant to Decision No. 156/2026/QDXXST-KDTM dated June 8, 2026 on bringing the case to trial;and Decision No. 133/2026/QDST-DS dated June 19, 2026, on postponing the trial, between the following parties:

1. Plaintiff: Minh Phu - Hau Giang Seafood JSC

Address: Song Hau Industrial Park – Phase 1, Dong Phu Commune, Chau Thanh District, Hau Giang Province, now Chau Thanh Commune, Can Tho City.

Legal representative: Mr. Le Van Quang – Position: Chairman of the Board of Directors.

Authorised representatives:

1.1. Mr. Trinh Van Toan, born in 1977. (Present)

Citizen Identity Card No. 001077008562, issued by the Police Department for Administrative Management of Social Order on August 14, 2022.

Contact address: 1st Floor, CT13B Building, Nam Thang Long Urban Area, Phu Thuong Ward, Hanoi City.

1.2. Mr. Doan Van Tiep, born in 1996. (Present)

Citizen Identity Card No. 025096005724, issued by the Police Department for Administrative Management of Social Order on May 10, 2021.

Contact address: IDVN Law Office, 12A Floor, Viet Building, No. 1 Thai Ha Street, Dong Da Ward, Hanoi City.

Person protecting the lawful rights and interests of the plaintiff: Lawyer Le Thi Quyen, born in 1997 – ATK Law Office – Hanoi Bar Association. (Present)

Address: 1st Floor, CT13B Building, Nam Thang Long Urban Area, Phu Thuong Ward, Hanoi City.

2. Defendant: H.T. FOODS PVT LTD

Address: No. 8, Propylea, Amathus Beach Road, Limassol, Cyprus 5229 (Republic of Cyprus).

Representative: Mr. Deepak Kumar – Position: Finance and Accounting Manager. (Absent)

3. Person with related rights and obligations:

3.1. GROUP OF COMPANIES ATLANTIS LLC

Legal representative: Mr. Keshav Bhagat – Position: Director. (Absent)

Address: No. 1 Pobedy Street, Sovkhoznoe, Bagrationovsky District, Kaliningrad Region, 238460, Russian Federation.

3.2. Minh Phu Seafood JSC

Address: Ward 8 Industrial Park, Ly Van Lam Ward, Ca Mau Province, now Ly Van Lam Ward, Ca Mau City.

Legal representative: Mr. Le Van Quang – Position: Chief Executive Officer

Authorised representatives:

3.2.1. Ms. Nguyen Thi Anh Huong, born on May 11, 1992. (Absent)

Citizen Identity Card No. 036192012431, issued by the Police Department for Administrative Management of Social Order on August 18, 2022.

Contact address: Song Hau Industrial Park – Phase 1, Dong Phu Commune, Chau Thanh District, Hau Giang Province, now Chau Thanh Commune, Can Tho City.

3.2.2. Mr. Doan Van Tiep, born in 1996. (Present)

Citizen Identity Card No. 025096005724, issued by the Police Department for Administrative Management of Social Order on May 10, 2021.

Contact address: IDVN Law Office, 12A Floor, Viet Building, No. 1 Thai Ha Street, Dong Da Ward, Hanoi City.

CASE BACKGROUND

According to the petition, statements, case files, and presentations at the first-instance trial, the case is summarized as follows:

The Plaintiff, Minh Phu - Hau Giang Seafood JSC, represented by its authorized representative, Mr. Doan Van Tiep, stated that:

Minh Phu - Hau Giang Seafood JSC entered into two frozen shrimp sales contracts with H.T. FOODS PVT LTD, namely Contract No. MPHG/HTF-2019/RM dated February 25, 2019 (the 2019 Contract) and Contract No. MPHG/HTF-02/RM-20 dated June 18, 2020 (the 2020 Contract). The two contracts contain similar terms regarding the goods, quantity, delivery method, payment, consignee, delivery address, and other provisions.

Minh Phu - Hau Giang Seafood JSC fully performed its contractual obligations by delivering the goods to B.1, Pobedy Street, Sovkhoznoe Village, Bagrationovsky District, Kaliningrad Region, 238460, Russian Federation, where GROUP OF COMPANIES ATLANTIS LLC received the goods.

Minh Phu - Hau Giang Seafood JSC delivered the goods in full and on schedule, in compliance with the quality standards stipulated in the contracts. Neither H.T. FOODS PVT LTD nor GROUP OF COMPANIES ATLANTIS LLC raised any complaints or initiated legal proceedings concerning the goods, quantity, quality, or delivery schedule.

But H.T. FOODS PVT LTD breached its payment obligations under the 2019 and 2020 Contracts.

As of the trial date, June 30, 2026, H.T. FOODS PVT LTD still owed a total of 6,874,816.93 USD in outstanding principal and overdue interest (equivalent to 181,948,904,869.38 VND, provisionally calculated based on the USD selling rate of 26,466 VND per USD listed by Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank) on June 30, 2026), relating to 23 shipments delivered under Contract No. MPHG/HTF-2019/RM and Contract No. MPHG/HTF-02/RM-20.

Since 2021, Minh Phu - Hau Giang Seafood JSC has repeatedly requested H.T. FOODS PVT LTD to make payment in accordance with the Contracts. But H.T. FOODS PVT LTD allegedly failed to make the required payments, causing serious damage to the legitimate rights and interests of Minh Phu - Hau Giang Seafood JSC.

The Plaintiff therefore filed a lawsuit, requesting the Court to resolve the following matters:

- To order H.T. FOODS PVT LTD to pay Minh Phu - Hau Giang Seafood JSC 4,319,925.60 USD (equivalent to 114,331,150,929.60 VND, provisionally calculated based on by the Joint Stock Commercial Bank for Foreign Trade of Vietnam Vietcombank's USD selling rate of 26,466 VND per USD on June 30, 2026) for the 23 shipments delivered under Contract No. MPHG/HTF-2019/RM and Contract No. MPHG/HTF-02/RM-20;

- To order H.T. FOODS PVT LTD to pay Minh Phu - Hau Giang Seafood JSC overdue interest on the 23 shipments, calculated from the payment due dates until the date of full payment of the principal debt. The requested interest rate is 7% per year for the 120-day period from the bill of lading date until the payment due date (DA 120 days), and 10% per year from the 121st day following the DA 120-day period until the date of actual payment. The overdue interest for the 23 shipments, provisionally calculated through June 30, 2026, amounts to 2,422,791.44 USD (equivalent to 64,121,598,251.04 VND, calculated based on by the Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank)'s USD selling rate of 26,466 VND per USD on June 30, 2026);

- To order H.T. FOODS PVT LTD to pay late-payment compensation for 13 shipments in the amount of 132,099.89 USD (equivalent to 3,496,155,688.74VND, calculated based on the Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank)'s USD selling rate of 26,466 VND per USD on June 30, 2026);

4. To order H.T. FOODS PVT LTD to pay interest pursuant to the Interest Agreement dated February 20, 2019, on the entire amount payable to Minh Phu – Hau Giang Seafood JSC, from the date the judgment is pronounced until H.T. FOODS PVT LTD fully fulfills its payment obligations.

5. To order GROUP OF COMPANIES ATLANTIS LLC to be jointly and severally liable for the payment in full of all obligations of H.T. FOODS PVT LTD as set forth in Claims (1), (2), (3), and (4), in the total provisional amount of 6,874,816.93 USD (equivalent to 181,948,904,869.38 VND, calculated based on the USD selling exchange rate of 26,466 VND per USD quoted by the Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank), on June 30, 2026).

- To order H.T. FOODS PVT LTD to compensate for all losses and damages incurred, including all legal fees and expenses of Minh Phu - Hau Giang Seafood JSC.

- In addition, Minh Phu - Hau Giang Seafood JSC requests that the Trial Panel order the person with related rights and obligations, GROUP OF COMPANIES ATLANTIS LLC (hereinafter referred to as “Atlantis”), to be jointly and severally liable for the full payment of all of the aforementioned obligations of H.T. FOODS PVT LTD, on the grounds that Atlantis is currently in possession of and using all goods supplied by Minh Phu - Hau Giang Seafood JSC for which payment remains outstanding.

However, the Plaintiff has withdrawn part of its claim seeking an order requiring H.T. FOODS PVT LTD to compensate for all losses and damages incurred, including all legal fees and expenses of Minh Phu - Hau Giang Seafood JSC.

With respect to the Defendant, H.T. FOODS PVT LTD: The Court has undertaken judicial assistance procedures and, at the same time, sent letters directly to the Defendant, H.T. FOODS PVT LTD, for service of the Court’s procedural documents; however, to date, such service has been effected.

On August 28, 2024, and January 2, 2025, the People’s Court of Hau Giang Province, now the People’s Court of Can Tho City, sent letters directly to the defendant, H.T. FOODS PVT LTD, for service of the Court’s procedural documents. However, service was unsuccessful because the address was incorrect, no recipient was present at the address, and the telephone number could not be reached.

On December 3, 2024, the Court issued Official Letter No. 94/UTTPDS-TA28, together with the judicial assistance dossier, requesting the service of court documents on the Defendant, H.T. FOODS PVT LTD.

On May 19, 2025, the Court issued Official Letter No. 275/CV-TA requesting the Ministry of Justice to provide the results of the judicial assistance request for service on the Defendant.

On August 27, 2025, the Court issued Official Letter No. 113/CV-TA, again requesting the Ministry of Justice to provide a response regarding the results of the judicial assistance request.

However, to date, the Court has still not received the results of the judicial assistance request for service on the defendant.

On January 19, 2026, the Court issued Official Letter No. 03/TTTPDS-TA28 requesting judicial assistance to obtain the defendant’s address in the Republic of Cyprus.

At the same time, at the request of the party, the Court arranged for notices concerning the acceptance and resolution of the case to be published in English on VOVWORLD of the Voice of Vietnam three times on three consecutive days, May 12, 13, and 14, 2026.

As of the date of trial, the Defendant had still not submitted any written statement expressing its opinion regarding the Plaintiff’s claims.

The Trial Panel, pursuant to Article 477 of the 2015 Civil Procedure Code, as amended and supplemented in 2025, proceeded with the trial in the absence of the Defendant.

Regarding the person with related rights and obligations, GROUP OF COMPANIES ATLANTIS LLC:

The Court carried out judicial assistance procedures with the competent authorities of the Russian Federation to serve procedural documents on GROUP OF COMPANIES ATLANTIS LLC. Accordingly, the Bagrationovsky District Court of Kaliningrad Region served the Notice of Acceptance of the Case for Adjudication No. 01/TB-TLVA dated February 27, 2024, and the Notice on Rescheduling the Case Resolution Date No. 123/TB-TA dated November 1, 2024, issued by the People’s Court of Hau Giang Province, now the People’s Court of Can Tho City, on Mr. RASSOLOVA EKATERINA FEDOROVNA, the authorized representative of GROUP OF COMPANIES ATLANTIS LLC, on April 11, 2024. However, to date, GROUP OF COMPANIES ATLANTIS LLC has not submitted any written statement expressing its opinions regarding the Plaintiff’s claims.

The person with related rights and obligations, Minh Phu Seafood JSC, represented by its authorized representative, Mr. Doan Van Tiep, stated:

Minh Phu - Hau Giang Seafood JSC is a subsidiary within Minh Phu Seafood JSC. In fact, Minh Phu - Hau Giang Seafood JSC and H.T. FOODS PVT LTD entered into Contract No. MPHG/HTF-2019/RM dated February 25, 2019 (hereinafter referred to as “the 2019 Contract”) and Contract No. MPHG/HTF-02/RM-20 dated June 18, 2020 (hereinafter referred to as “the 2020 Contract”) concerning the sale and purchase of frozen shrimp, as stated by the plaintiff.

H.T. FOODS PVT LTD breached its payment obligations under the Contracts to Minh Phu - Hau Giang Seafood JSC. According to the information reported to us by Minh Phu - Hau Giang Seafood JSC, as of now, H.T. FOODS PVT LTD has an outstanding debt comprising unpaid amounts for the goods and late-payment interest, totaling 6,546,886 USD (equivalent to 173,152,040,928 VND), provisionally calculated based on the Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank)’s USD selling exchange rate of 26,448 USD per USD on September 23, 2025), arising under the 2019 Contract and the 2020 Contract.

Minh Phu Seafood JSC confirms that it was a party to the Interest Agreement Letter dated February 20, 2019, entered into with H.T. FOODS PVT LTD, under which the parties mutually agreed as follows:

1. The payment term shall be DA 120 days from the date of the Bill of Lading.

2. Interest shall be charged at 7% per annum during the 120-day DA deferred payment period, starting from the date of the Bill of Lading. If payment is made before the end of the 120-day period, interest shall be calculated based on the actual number of days.

3. If payment is made after the 120-day DA period, H.T. FOODS PVT LTD shall pay interest at 10% per annum from the 121st day until the actual date of payment.

….

6. This agreement shall apply to all new shipments made after March 1, 2019.

For any shipments for which H.T. FOODS PVT LTD makes late payment, the company shall be required to pay late payment interest at the rates specified above.

In practice, the Interest Agreement dated February 20, 2019 was applied by Minh Phu Seafood JSC and H.T. FOODS PVT LTD to the member companies within the Minh Phu Seafood Corporation, including Minh Phu - Hau Giang Seafood JSC. This has been the commercial practice between the two parties since 2014.

For the reasons stated above, Minh Phu Seafood JSC requests the Trial Panel to accept all of the Plaintiff's claims.

At the trial, the Plaintiff's legal representative requested the Trial Panel to grant the Plaintiff's claims and order H.T. FOODS PVT LTD and GROUP OF COMPANIES ATLANTIS LLC to be jointly and severally liable for payment of 6,874,816.93 USD to Minh Phu - Hau Giang Seafood JSC (equivalent to 181,948,904,869.38 VND), based on Vietcombank's USD selling exchange rate of 26,466 VND per USD on June 30, 2026.

The Plaintiff's legal representative withdrew part of the claims, specifically the claim requiring H.T. FOODS PVT LTD to pay the lawyer's fees and lawsuit filing costs.

The representative of the People's Procuracy of Can Tho City stated:

- Regarding the proceedings: From the time the case was accepted until today's trial, the Judge, Trial Panel, Court Clerk, and the parties have fully complied with the law on civil proceedings.

Regarding the merits of the case: The representative of the People's Procuracy stated that H.T. FOODS PVT LTD, the Defendant, and GROUP OF COMPANIES ATLANTIS LLC, the party with related rights and obligations, must jointly and severally pay the principal and interest of 6,874,816.93 USD, equivalent to 181,948,904,869.38 VND, based on Vietcombank's USD selling exchange rate of 26,466 VND per USD on June 30, 2026 . The claim has a legal basis as GROUP OF COMPANIES ATLANTIS LLC received the Plaintiff's goods under the sale contracts in 2019 and 2020.

The Defendant and the party with related rights and obligations are jointly and severally liable to pay the principal and interest in VND.

Based on the above findings, the representative of the People's Procuracy requested the Trial Panel to apply Article 288 of the 2015 Civil Code and Articles 50 and 78 of the 1980 Vienna Convention, accepting all claims of the Plaintiff, Minh Phu Hau Giang Seafood JSC.

COURT'S FINDINGS

After reviewing the case file and the evidence presented at the trial, considering the arguments made at the trial and the opinion of the People's Procuracy, the Trial Panel finds:

[1] Procedural issues:

[1.1] Determination of the dispute and the court's jurisdiction:

Based on the claims of the Plaintiff, Minh Phu - Hau Giang Seafood JSC, against the Defendant, H.T. FOODS PVT LTD, a foreign company established under the laws of the Republic of Cyprus, with its address at No. 8, Propylea, Amathus Beach Road, Limassol, Cyprus 5229 (Republic of Cyprus), and with no representative office in Vietnam.

The Plaintiff requests the Defendant and the party with related rights and obligations to fulfill their obligation to pay the outstanding purchase price. The legal relationship is therefore identified as a “dispute over a sale of goods contract.”The sale of goods contract was performed in Vietnam.

Under Article 469 of the 2015 Civil Procedure Code, as revised in 2025 (hereinafter the CPC), Vietnamese courts have jurisdiction over civil cases involving foreign elements.

Under Point c, Clause 1, Article 40 of the CPC, the People's Court in the locality where the Plaintiff has its head office has jurisdiction over the case. Therefore, the People's Court of Can Tho City accepted and resolved the case in accordance with Articles 30, 35, 37 and 39 of the CPC.

[2] Consideration of the Plaintiff’s claims

[2.1] The Plaintiff requests that the Defendant, H.T. FOODS PVT LTD, and GROUP OF COMPANIES ATLANTIS LLC, the party with related rights and obligations, be held jointly and severally liable for payment to the Plaintiff, Minh Phu - Hau Giang Seafood SJC, in the total amount of 4,319,925.60 USD.

According to the exchange rates collected on June 30, 2026 from three banks, namely Joint Stock Commercial Bank for Foreign Trade of Vietnam, Vietnam Bank for Agriculture and Rural Development, and Saigon Thuong Tin Commercial Joint Stock Bank, the exchange rate was 1 USD = 26,466 VND. Accordingly, the above amount is equivalent to 114,331,150,929.60 VND.

On February 25, 2019, the Plaintiff and the Defendant entered into Sale and Purchase Contract No. MPHG/HTF-2019/RM (hereinafter referred to as the “2019 Contract”). Pursuant to the terms of the 2019 Contract, the Plaintiff agreed to sell to the Defendant frozen fresh Penaeus vannamei shrimp in accordance with the agreed specifications, types, and quantities, specifically as follows:

• Fresh peeled, deveined, tail-off and headless Penaeus vannamei shrimp, block-frozen in 2 kg × 6 blocks per carton, size 41/50-15, consisting of 750 cartons, equivalent to 18,900 kg net weight;

• Fresh peeled, deveined, tail-off and headless Penaeus vannamei shrimp, block-frozen in 2 kg × 6 blocks per carton, size 51/50-15, consisting of 750 cartons, equivalent to 18,900 kg net weight.

The type of goods, delivery date, and exact quantity of each shipment were to be specified in the relevant invoice, which constituted an integral part of the 2019 Sale Agreement.

On 18 June 2020, the Plaintiff and the Defendant entered into Sale and Purchase Contract No. MPHG/HTF-02/RM-20 (hereinafter referred to as the “2020 Contract”). Pursuant to the terms of the 2020 Contract, the Plaintiff agreed to sell to the Defendant frozen fresh Penaeus vannamei shrimp in accordance with the agreed specifications, types, and quantities, specifically as follows:

• Fresh peeled, deveined, tail-off and headless Penaeus vannamei shrimp, block-frozen in 2 kg × 6 blocks per carton, size 41/50-15, consisting of 45,000 cartons, equivalent to 540,000 kg net weight;

• Fresh peeled, deveined, tail-off and headless Penaeus vannamei shrimp, block-frozen in 2 kg × 6 blocks per carton, size 51/50-15, consisting of 45,000 cartons, equivalent to 540,000 kg net weight.

The type of goods, delivery date, and exact quantity of each shipment were to be specified in the relevant invoice, which constituted an integral part of the 2020 Contract.

The Court considers that the conclusion of the 2019 Contract and the 2020 Contract between the Plaintiff and the Defendant was voluntary and in accordance with the law. Therefore, the said Contracts were legally valid and binding upon the parties. Accordingly, the parties were obliged to strictly perform their respective rights and obligations in accordance with the terms and conditions agreed therein.

The Court finds that the Plaintiff duly and fully performed its obligations under the said Contracts by delivering the goods to B.1, Pobedy Street, Sovkhoznoe Village, Bagrationovsky District, Kaliningrad Region, 238460, Russian Federation, in accordance with Article 4 of the 2019 Sale Agreement and the 2020 Contract. GROUP OF COMPANIES ATLANTIS LLC received the goods and did not raise any complaint or objection concerning the quality of the goods received.

With respect to the 2019 Contract, the Plaintiff delivered a total of 33 shipments to the Defendant. With respect to the 2020 Contract, the Plaintiff delivered a total of 16 shipments to the Defendant. GROUP OF COMPANIES ATLANTIS LLC received and enjoyed the benefit of all goods delivered by the Plaintiff pursuant to Contract No. MPHG/HTF-2019/RM and Contract No. MPHG/HTF-02/RM-20.

Pursuant to Article 6 of both Contracts, the Defendant was obliged to make payment in full, by bank transfer to the Seller’s account, after acceptance of the bill of exchange and the shipping documents specified in Clause 7.1.1 of the respective Contract, within 120 days from the date of the Bill of Lading for each shipment.

However, the Defendant failed to perform its payment obligations in accordance with Article 6 of both Contracts, thereby breaching its contractual obligations. Specifically, the breaches are determined as follows:

With respect to the 2019 Contract, the Defendant failed to pay the outstanding principal amount in respect of 7 shipments, with a total outstanding principal amount of 1,208,340.00 USD. In addition, the Defendant failed to make payment within the agreed payment period in respect of 13 shipments under the 2019 Contract, and therefore made payment after the respective contractual due dates.

With respect to the 2020 Contract, the Defendant failed to pay the outstanding principal amount in respect of all 16 shipments, all of which had fallen due for payment in accordance with the agreed payment terms. The total outstanding principal amount in respect of these 16 shipments was 3,111,585.60 USD.

Accordingly, the Defendant remains indebted to the Plaintiff for the total principal debt under the 2019 and 2020 Contracts in the amount of 4,319,925.60 USD. In 2022, the Defendant’s representative, Mr. Dhananjai Bhagat, signed and affixed the Defendant’s seal to the audit confirmation, acknowledging that, as of December 31, 2021, the Defendant still owed the Plaintiff 4,319,925.60 USD (according to the audit confirmation of the principal debt for 23 unpaid shipments, bearing the Defendant’s signature and seal in 2021).

Although the Defendant acknowledged the principal debt owed to the Plaintiff, to date, the Defendant has not made any further payment to the Plaintiff. The failure to pay for the goods constitutes a breach of the payment obligation under the Contracts. At the same time, the failure to pay for the purchased goods constitutes a violation of Article 53 of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980). Article 53 of the Convention provides as follows: “The buyer must pay the price for the goods and take delivery of them as required by the contract and this Convention.”

It also constitutes a violation of Clause 1, Article 50 of the 2005 Law on Commerce concerning the buyer’s payment obligation. Clause 1, Article 50 of the 2005 Law on Commerce provides as follows: “The buyer shall be obliged to pay for the goods and receive the goods as agreed.”

The Trial Panel accepts the Plaintiff’s claim and orders the Defendant to pay the principal debt for the purchase of goods in the amount of 4,319,925.60 USD.

[2.2] The Plaintiff’s claim for late-payment interest under the 2019 and 2020 Contracts:

Minh Phu Seafood JSC is the parent company of the Plaintiff. Pursuant to Appendix No. 02 to the Plaintiff’s Charter dated April 20, 2022, Minh Phu Seafood JSC owns 98.269230% of the Plaintiff’s total charter capital, equivalent to 117,923,076 shares.

Therefore, the Plaintiff’s application of Agreement No. 02/2019 to calculate late-payment interest payable by the Defendant constitutes a commercial practice between the two parties, which is considered by the Trial Panel.

During the performance of the 2019 Contracts, the Defendant was late in fulfilling its payment obligations for 12 shipments, corresponding to Invoice Nos. 921900580; 921900614; 921900660; 921900754; 921900861; 921900893; 921900931; 921901040; 921901163; 921901424; 921901532; and 921901712, and the Plaintiff applied Agreement No. 02/2019 to calculate late-payment interest payable by the Defendant (according to the Debit Note dated July 2, 2020, the Interest Calculation Statement for late payment from January 1, 2020 to June 30, 2020, and the Debit Note dated October 2, 2020, together with the Interest Calculation Statement for late payment from July 1, 2020 to September 30, 2020).

The Defendant raised no objection whatsoever to the Plaintiff’s application of Agreement No. 02/2019 to calculate interest, and the Defendant fully paid the late-payment interest for these 13 shipments based on the interest rate stipulated in Agreement No. 02/2019 dated February 25, 2019 (according to Vietcombank – Ca Mau Branch Transaction Document No. 311220.5009.010300 dated December 31, 2020, and Vietcombank – Ca Mau Branch Transaction Document No. 031220.5009.035555 dated December 31, 2020). The Plaintiff’s determination that this constitutes a commercial practice in its dealings with the Defendant therefore has a basis.

Pursuant to Clause 3, Article 3 of the 2005 Law on Commerce and Agreement No. 02/2019 dated February 25, 2019, the Trial Panel accepts the application of the agreed late-payment interest rate to the 2019 and 2020 Contracts between the Plaintiff and the Defendant.

Accordingly, the Defendant is obliged to pay late-payment interest to the Plaintiff at the rate of 7% per annum, calculated from the date stated on the Bill of Lading until the actual payment date, provided that the actual payment date is no later than 120 days from the date of the Bill of Lading.

If the actual payment date is more than 120 days from the date of the Bill of Lading, the Defendant shall pay late-payment interest at the rate of 10% per annum from the 121st day until the principal debt for the shipment has been fully paid.

The Defendant is obliged to pay late-payment interest in respect of the 2019 Contract. The Defendant breached its payment obligations with respect to 13 shipments (late payment of the principal). Although the Defendant has fully paid the principal amounts owed for these 13 shipments, the payments were made after the contractual due dates. Accordingly, late-payment interest accrued from the respective due dates until the dates on which payment was actually made, as follows:

With respect to the 2019 Contract, the Defendant currently remains indebted to the Plaintiff for the purchase price of seven shipments for which the principal debt has not yet been paid. Accordingly, the Defendant is obligated to pay late payment interest on these seven shipments until the payment obligation is fully discharged, as set out below:

With respect to the 2020 Contract, the Defendant currently remains indebted to the Plaintiff for the purchase price of 16 shipments for which the principal debt has not yet been paid. Accordingly, the Defendant is obligated to pay late payment interest on these 16 shipments until the payment obligation is fully discharged, as set out below:

The Plaintiff's request that the Defendant pay late payment interest has a legal basis and is consistent with the provisions of Article 306 of the 2005 Law on Commerce:

"Where a party in breach of a contract is late in making payment for goods or late in paying service remuneration and other reasonable expenses, the aggrieved party has the right to request payment of interest on the overdue amount at the average overdue debt interest rate prevailing in the market at the time of payment, corresponding to the period of delay, unless otherwise agreed by the parties or otherwise provided by law."

Furthermore, Article 11 of Resolution No. 01/2019/NQ-HDTP of the Justice Council of the Supreme People's Court dated January 11, 2019, providing guidance on the application of certain legal provisions concerning interest, interest rates and penalties for breaches of contract, provides guidance on Article 306 of the 2005 Law on Commerce as follows:

“Where a contract falls within the scope of Article 306 of the 2005 Law on Commerce, when determining the late payment interest rate applicable to an overdue amount, the Court shall base its determination on the average overdue debt interest rates prevailing in the market at a minimum of three (03) commercial banks (including Joint Stock Commercial Bank for Foreign Trade of Vietnam, Vietnam Joint Stock Commercial Bank for Industry and Trade, Vietnam Bank for Agriculture and Rural Development, etc.) that have their head offices, branches or transaction offices in the province or centrally administered city where the Court handling and adjudicating the case is located, at the time of payment (the time of first instance trial), in order to determine the applicable late payment interest rate, unless otherwise agreed by the parties or otherwise provided by law.”

Upon reviewing and assessing the documents and evidence contained in the case file, including Debit Notices, Interest Calculation Statements and Payment Documents, the Trial Panel finds sufficient grounds to determine that the Defendant was aware of, did not object to, and made interest payments in accordance with Agreement No. 02/2019. Accordingly, the application of Agreement No. 02/2019 to calculate late payment interest has become a commercial practice between the parties.

The Trial Panel finds that the late payment interest rate agreed upon by the parties is consistent with Clause 2, Article 357 and Clause 2, Article 468 of the 2015 Civil Code and therefore accepts the agreed rate. Accordingly, the Defendant is obligated to pay late performance interest, calculated through June 30, 2026, in respect of the following: 13 shipments for which the principal debt has been paid: 132,099.89 USD; 7 shipments for which the principal debt remains unpaid: 704,283.52 USD; 16 shipments for which the principal debt remains unpaid: 1,718,507.92 USD.

[2.3] The Plaintiff's request that GROUP OF COMPANIES ATLANTIS LLC be jointly and severally liable with the Defendant, H.T. FOODS PVT LTD, for payment of the purchase price of the goods and interest arising from late payment:

In the commercial relationship between the Plaintiff and the Defendant, the sellers involved include Vietnamese legal entities, namely Minh Phu Seafood JSC, Minh Phu - Hau Giang Seafood JSC, and Minh Qui Seafoods Company Limited, while the buyers include foreign legal entities, namely GROUP OF COMPANIES ATLANTIS LLC and H.T. FOODS PVT LTD. The sellers constitute a group of parent and subsidiary companies. The buyers constitute a group of companies with the same owner but with registered offices in different countries.

The transactions involving frozen shrimp initially commenced between Minh Qui Seafoods Company Limited, a subsidiary of Minh Phu, and Atlantis, represented by Mr. Keshav Bhagat, who entered into Sales Contract No. MQSC/A-9/RP-2024 on December 29, 2014. From 2015 through the end of 2016, at the request of Mr. Keshav Bhagat, contracts were entered into between the Defendant and Minh Qui Seafoods Company Limited. From the end of 2016 to early 2019, at the request of Mr. Keshav Bhagat, contracts were entered into between the Defendant and Minh Phu Seafood JSC. From 2019 through the end of 2020, the shrimp transactions between the parties were conducted through the Plaintiff and the Defendant. In 2021, the parties continued their shrimp transactions through Minh Phu Seafood JSC and the Defendant.

The Trial Panel finds that the sale and purchase transactions among the Plaintiff, the Defendant and the interested parties have been conducted continuously from 2014 to the present. According to the Plaintiff's submissions, the seller entering into a contract with the buyer changed depending on the source of goods available to supply the buyer. When Minh Phu Seafood JSC received an order from the buyer, it would prepare the goods. Minh Phu Seafood JSC that was able to prepare the required quantity of goods would then enter into and perform the relevant contract.

With respect to the companies on the buyer's side, although they are legal entities with registered offices in different countries, they have the same owner and are represented by the same individuals. This is evidenced by Mr. Keshav Bhagat entering into a sales contract in 2014 as a representative of Atlantis. In an email dated May 24, 2021, Mr. Keshav Bhagat, one of the individuals to whom Mr. Dhananjai Bhagat, the director of Atlantis, sent the email, acknowledged that there was an outstanding debt of 4,319,925.60 USD owed to the Plaintiff.

Furthermore, all goods supplied by the seller were delivered to Atlantis in Russia. The sales contracts designate Atlantis as the consignee and the party receiving the goods. Under the 2019 and 2020 Contracts, the parties agreed that the goods would be delivered to Atlantis’s address in the Russian Federation, specifically: B.1 Pobedy Street, Sovkhoznoye Settlement, Bagrationovsky District, Kaliningrad Region, 238460, Russia.

The documentation required under the Contracts was likewise issued in the name of Atlantis, including: the original set of bills of lading; the GPS Certificate of Origin; a quarantine certificate issued by the competent Vietnamese authorities, in a format and with content compliant with the requirements of the Russian veterinary authorities; the manufacturer’s Certificate of Quality; a Certificate of Analysis for the shipped goods; and a non-GMO (Genetically Modified Organism) certificate. All sets of documents relating to the goods were sent by the Plaintiff to Atlantis by postal service.

At present, the Defendant is in breach of its payment obligations to the Plaintiff. The Defendant is subject to sanctions and restrictions imposed by the European Union and the United States concerning Russian financial institutions. Pursuant to Letter of Agreement No. 2 dated July 26, 2022, under Contract No. MPSC/HTF-02/RM-21 dated March 23, 2021, the Defendant agreed to change the paying party to Atlantis. Accordingly, it is evident that the Defendant is currently unable to fulfill its payment obligations due to the sanctions. The Defendant’s transfer of its payment obligations to Atlantis demonstrates a substantive relationship between the two companies, both of which acted as parties to the commercial relationship between the two corporate groups.

GROUP OF COMPANIES ATLANTIS LLC was the recipient of the documentation relating to the Plaintiff’s goods, took direct delivery of the goods, and was the beneficiary thereof. Atlantis was duly served with the Court’s documents, as confirmed by the Ministry of Justice, but raised no objections or comments concerning the Plaintiff’s claims. Consequently, the Plaintiff’s request for the Court to order GROUP OF COMPANIES ATLANTIS LLC to be jointly liable for the defendant’s debts is well-founded. Pursuant to Article 288 of the 2015 Civil Code, the Trial Panel therefore accepts the Plaintiff’s claim.

[3] The position of the representative of the People’s Procuracy of Can Tho City, recommending that the Trial Panel accept in its entirety the claim filed by the Plaintiff, Minh Phu - Hau Giang Seafood JSC, pursuant to Article 288 of the 2015 Civil Code and Articles 50 and 78 of the 1980 Vienna Convention, is legally well-founded and is therefore accepted by the Trial Panel.

[4] First-instance commercial litigation court fees

As the Plaintiff’s claim has been accepted, the Defendant and the party with related rights and obligations shall be jointly liable for the first-instance commercial litigation court fees in accordance with the law.

For the foregoing reasons,

THE PEOPLE’S COURT OF CAN THO CITY DECIDES:

• Pursuant to Clause 4, Article 30; Articles 37, 39, and 40; Point c, Clause 1, Article 217; Clause 2, Article 244; and Articles 469, 477, and 479 of the 2015 Civil Procedure Code, as amended and supplemented in 2025;

• Pursuant to Articles 288, 663, and 664 of the 2015 Civil Code;

• Pursuant to Articles 3, 50, and 306 of the 2005 Law on Commerce;

• Pursuant to Articles 53 and 78 of the 1980 Vienna Convention (United Nations Convention on Contracts for the International Sale of Goods);

• Pursuant to Article 11 of Resolution No. 01/2019/NQ-HDTP of the Judicial Council of the Supreme People’s Court;

• Applying Resolution No. 326/2016/UBTVQH14 dated December 30, 2016, of the Standing Committee of the National Assembly;

It is hereby adjudged as follows:

1. To partially suspend consideration of the Plaintiff’s claim requiring the Defendant, H.T. FOODS PVT LTD, to compensate for all damages incurred, including the entirety of the legal fees of Minh Phu - Hau Giang Seafood JSC, as the plaintiff has withdrawn this part of its claim.

2. To partially accept the claim of the Plaintiff, Minh Phu - Hau Giang Seafood JSC, as follows:

To require H.T. FOODS PVT LTD and GROUP OF COMPANIES ATLANTIS LLC to be jointly liable for payment to Minh Phu - Hau Giang Seafood JSC of the principal debt and interest for late payment, totaling 6,874,816.93 USD, rounded to 6,874,816 USD (six million eight hundred seventy-four thousand eight hundred sixteen US dollars), equivalent to 181,948,904,869.38 VND, rounded to 181,948,904,000 VND (one hundred eighty-one billion, nine hundred forty-eight million, nine hundred four thousand Vietnamese dong).

Specifically:

H.T. FOODS PVT LTD and GROUP OF COMPANIES ATLANTIS LLC are jointly liable to pay Minh Phu - Hau Giang Seafood JSC 4,319,925.60 USD, rounded to 4,319,925 USD (four million three hundred nineteen thousand nine hundred twenty-five US dollars), equivalent to 114,331,150,929.60 VND, rounded to 114,331,150,929 VND (one hundred fourteen billion, three hundred thirty-one million, one hundred fifty thousand, nine hundred twenty-nine Vietnamese dong), representing the purchase price for 23 shipments delivered under Contract No. MPHG/HTF-2019/RM and Contract No. MPHG/HTF-02/RM-20.

H.T. FOODS PVT LTD and GROUP OF COMPANIES ATLANTIS LLC are jointly and severally liable to pay Minh Phu - Hau Giang Seafood JSC late-payment interest accrued on the 23 delivered shipments, from the payment due dates until the date on which the entire outstanding principal is actually paid.

The applicable interest rate includes a 7% per annum for 120 days, starting from the dates specified in the Bills of Lading (D/A 120-days); and 10% per annum from the 121st day onward until the outstanding principal is paid. The total late-payment interest accrued on the 23 delivered consignments, provisionally calculated as of June 30, 2026, is 2,422,791.44 USD, rounded to 2,422,791 USD (two million four hundred twenty-two thousand seven hundred ninety-one US dollars), or 64,121,598,251.04 VND, rounded to 64,121,598,251 VND (sixty-four billion one hundred twenty-one million five hundred ninety-eight thousand two hundred fifty-one Vietnamese dong).

H.T. FOODS PVT LTD and GROUP OF COMPANIES ATLANTIS LLC are jointly and severally liable to pay the late-payment interest accrued on the 13 consignments under Contract MPHG/HTF-2019/RM. The amount to be paid is 132,099.89 USD, rounded to 132,099 USD (one hundred thirty-two thousand ninety-nine US dollars), or 3,496,155,688.74 VND, rounded to 3,496,155,688 VND (three billion four hundred ninety-six million one hundred fifty-five thousand six hundred eighty-eight Vietnamese dong).
The judgment debtor is also liable for monthly interest on any outstanding amount, at the rate prescribed in Clause 2, Article 357 and Clause 2, Article 468 of the 2015 Civil Code. This additional interest accrues from the date on which the judgment creditor submits an application for civil judgment enforcement until the amounts awarded under this judgment have been paid in full.

3. First-instance business and commercial court fees:

H.T. FOODS PVT LTD and GROUP OF COMPANIES ATLANTIS LLC are jointly and severally liable to pay the first-instance business and commercial court fees. The amount to be paid is 289,948,904 VND (two hundred eighty-nine million nine hundred forty-eight thousand nine hundred four Vietnamese dong).

The Plaintiff, Minh Phu - Hau Giang Seafood JSC, shall be refunded its advance of 564,974,000 VND (five hundred sixty-four million nine hundred seventy-four thousand Vietnamese dong), paid under Receipt No. 0000131 dated February 27, 2024, issued by the Civil Judgment Enforcement Department of Hau Giang Province, now the Civil Judgment Enforcement Department of Can Tho city.

4. Judicial entrustment fees:

The Plaintiff, Minh Phu - Hau Giang Seafood JSC, shall bear a total of 1,000,000 VND (one million Vietnamese dong) in judicial entrustment fee, which shall be offset against the advance judicial entrustment fee of 1,000,000 VND (one million Vietnamese dong), already paid in 5 installments, under Receipt No. 0000343 dated July 12, 2024, Receipt No. 0000344 dated July 12, 2024, Receipt No. 0000471 dated November 11, 2024, Receipt No. 0000472 dated November 11, 2024, and Receipt No. 0002227 dated January 29, 2026; issued by the Civil Judgment Enforcement Department of Hau Giang Province, now the Civil Judgment Enforcement Department of Can Tho city.

5. Judicial entrustment expenses:

The Plaintiff, Minh Phu - Hau Giang Seafood JSC, has already paid 21.00 EUR (twenty-one euros) pursuant to the Foreign Exchange Spot Purchase Request cum Payment Order cum Foreign Currency Transfer Request dated August 1, 2024, issued by the Vietnam Joint Stock Commercial Bank For Industry And Trade (VietinBank) - Ca Mau Branch.

The Plaintiff, Minh Phu - Hau Giang Seafood JSC, shall bear 3,000,000 VND (three million Vietnamese dong), which shall be offset against an advance of 3,000,000 VND (three million Vietnamese dong), already paid under Receipt No. 0002226 dated January 29, 2026, issued by the Civil Judgment Enforcement Department of Can Tho city.

6. Other expenses:

The total cost of mailing and translation is 9,207,050 VND (nine million two hundred seven thousand fifty Vietnamese dong), which has already been paid in full by the Plaintiff.

7. Regarding the right to appeal:

Parties present at the trial have the right to appeal within 15 days from the date on which the judgment is pronounced.

Parties absent from the trial have the right to appeal within one (1) month from the date on which the judgment is duly served or the date on which the judgment is publicly posted.

Where a judgment or decision is enforced pursuant to Article 2 of the Law on Civil Judgment Enforcement, the judgment creditor and the judgment debtor have the right to reach agreements on judgment enforcement and the right to request enforcement; enforcement may proceed either through the judgment debtor's voluntary compliance or through compulsory enforcement, in accordance with Articles 6, 7, and 9 of the Law on Civil Judgment Enforcement.

The statute of limitations for enforcing the judgment shall be governed by Article 30 of the Law on Civil Judgment Enforcement.