Thien Long (TLG) Founder Co Gia Tho and Family Exit Board as Kokuyo Takes 65.01%

Overview

Thien Long Group (HOSE: TLG) has published documents for an extraordinary general meeting expected in December, proposing the removal of founder and chairman Co Gia Tho along with three family board members. The replacements have not been named but are widely expected to be nominated by Japan’s Kokuyo, which announced in December 2025 a takeover that would lift its stake to a maximum of 65.01%.

Key Facts

• Four board members are proposed for dismissal: chairman Co Gia Tho, his sister Co Cam Nguyet, his son Co Tran Co Nguyen, his daughter Co Tran Dinh Dinh, plus former CEO Nguyen Dinh Tam.
• All departing directors have submitted resignation letters to the board, per the meeting documents.
• Kokuyo’s acquisition runs in two steps: 46.8% from Thien Long An Thinh Investment JSC, then a public tender for up to 18.2% from other shareholders.
• The maximum post-deal ownership is 65.01% of TLG.
• The Vietnam Competition Commission has cleared the deal with conditions covering R&D investment in Vietnam and market share.
• Kokuyo approved a JPY 28 billion capital increase for a Singapore entity to fund the share purchases.
• Co Gia Tho will become honorary chairman under a three-year consultancy contract, without board voting rights or operating authority, and is bound by a five-year confidentiality clause and non-compete on stationery.

What Happened

Thien Long Group released the documentation package for a December extraordinary shareholders’ meeting, with the personnel items centered on the 2025-2028 board term. The filings propose relieving chairman Co Gia Tho, his sister Co Cam Nguyet, his son Co Tran Co Nguyen and his daughter Co Tran Dinh Dinh, together with Nguyen Dinh Tam, a former general director of the company. Each has submitted a resignation letter, according to the documents.

The company did not disclose the slate of replacement candidates, though the filing language points to Kokuyo nominees. Kokuyo announced the Thien Long acquisition in December 2025, structured as a 46.8% purchase from Thien Long An Thinh Investment JSC, an entity held by the founder and related parties, followed by a tender for up to 18.2% to reach 65.01%. The deal has conditional approval from the Vietnam Competition Commission, and Kokuyo has approved a JPY 28 billion capital injection into a Singapore vehicle to fund it. Co Gia Tho will stay on as honorary chairman under a three-year consultancy, attending meetings and representing the company externally without voting rights.

Market Context

TLG closed at VND 54,300 on 5 November 2026 on HOSE. The stock sits in the consumer staples sector, where Thien Long is the dominant domestic stationery brand and a long-standing export name. The board reshuffle formalizes a control transition that has been in the public domain since the December 2025 takeover announcement, so the near-term price driver is less the resignations themselves than confirmation of the incoming board composition and the pace of the tender offer.

Strategic Significance

For long-term holders, the key question is whether Kokuyo imports its own management playbook or preserves Thien Long’s distribution and brand equity in Vietnam. The competition commission’s conditions, which tie approval to R&D investment in Vietnam and market-share commitments, constrain how aggressively the combined group can consolidate the domestic stationery market. Co Gia Tho’s honorary role and non-compete give Kokuyo a bridge to supplier and shareholder relationships while removing family control from the decision-making board, a cleaner governance structure for a strategic majority owner.

What to Watch

• The December extraordinary shareholders’ meeting outcome and the published list of replacement director candidates.
• Progress and pricing of Kokuyo’s public tender for up to 18.2% of TLG.
• Disclosure of the final post-tender ownership percentage against the 65.01% cap.
• Any regulatory follow-up from the Vietnam Competition Commission on R&D and market-share conditions.
• TLG’s next financial disclosure for signs of margin or distribution changes under the new board.