KOKUYO Closes 46.82% Thien Long (TLG) Takeover as Founding Family Exits Board

Overview

KOKUYO Group of Japan has completed its acquisition of Thien Long An Thinh (TLAT), the largest shareholder of Thien Long Group (TLG), giving it 46.82% of the HOSE-listed stationery manufacturer and making TLG a subsidiary. The transfer closed on 6 November, and the founding Co family, including chairman Co Gia Tho, has tendered resignations from the board. The change of control arrives alongside Q3-2026 results showing revenue of roughly VND 1,268 billion (+7% year on year) and net profit of VND 107 billion (+41.1%).

Key Facts

• KOKUYO completed the transfer of all TLAT shares on 6 November, per a TLG disclosure.
• TLAT held close to 45.2 million TLG shares, equal to 46.82% of charter capital.
• The transaction was first announced by TLG on 4 December 2025; KOKUYO outlined two steps: buying TLAT and a public tender for 18.19% of TLG.
• Five board members submitted resignations received on 4 November: Co Gia Tho, Co Cam Nguyet, Nguyen Dinh Tam, Co Tran Co Nguyen and Co Tran Dinh Dinh.
• An extraordinary general meeting is scheduled for 7 December to approve removals and elect five replacement directors for the remainder of the 2025-2028 term; removals take effect 1 January 2027.
• Co Gia Tho will become honorary chairman under a three-year consulting contract at a fixed annual fee of VND 120 million, without operating authority or board voting rights.
• Q3-2026: revenue ~VND 1,268 billion (+7% YoY), net profit after tax VND 107 billion (+41.1% YoY).
• TLG closed at VND 54,500 on 6 November 2026.

What Happened

Thien Long Group disclosed that Thien Long An Thinh had transferred its entire stake to KOKUYO Group, completing a process first flagged to the market in December 2025. Under the plan announced then, KOKUYO would first inject cash to acquire TLAT and then launch a public tender offer for 18.19% of TLG on the stock exchange, the combination intended to push KOKUYO past the threshold at which TLG becomes a consolidated subsidiary.

Separately, the board accepted resignation letters from five directors, including chairman Co Gia Tho, his sister Co Cam Nguyet, and his children Co Tran Co Nguyen and Co Tran Dinh Dinh, along with Nguyen Dinh Tam. The removals and the election of five replacement directors are to be put to an extraordinary shareholder meeting on 7 December. Meeting documents also propose removing the charter provision governing the chairman’s qualifications, which currently requires either a shareholder group holding more than 20% of voting shares or a nominee of holders of more than 50% of votes, plus prior board service. The company said Co Gia Tho will serve as honorary chairman for three years, supporting external relations and shareholder engagement, with confidentiality and non-compete obligations extending two years past the contract.

Market Context

TLG trades on HOSE and closed at VND 54,500 on 6 November 2026, the session in which the transfer was disclosed. The stock sits in the consumer staples sector, where Thien Long is the dominant domestic stationery brand and one of the few Vietnamese listed names with a national distribution network in personal and household goods. The takeover is a rare case of a Japanese strategic investor taking control of a HOSE-listed consumer franchise, and it lands as the broader Vietnamese market continues to draw foreign strategic capital into mid-cap consumer and industrial names. The Q3 profit growth of 41.1% on revenue growth of 7% implies margin expansion ahead of the ownership change.

Strategic Significance

For long-term holders, the core question is what KOKUYO does with a subsidiary it now controls. KOKUYO brings scale in office supplies, export channels and product development, and TLG’s domestic brand and distribution reach are the complementary assets. The removal of the chairman qualification clause and the shift of the founder to a non-voting honorary role signal that governance is being rebuilt around the new parent rather than the founding family. Minority shareholders retain exposure to the operating business, but capital allocation, dividend policy and related-party dealings will now be set by a Japanese controlling owner, and the pending 18.19% tender offer will determine how much free float remains.

What to Watch

• The 7 December extraordinary general meeting: approval of the five removals, election of replacement directors, and the charter amendment on chairman qualifications.
• Progress and pricing of KOKUYO’s public tender offer for 18.19% of TLG, and the resulting free float and foreign ownership levels.
• Post-transaction disclosure of KOKUYO’s ownership percentage and any board composition changes at subsidiary level.
• Q4-2026 and full-year 2026 results for evidence that the 41.1% profit growth in Q3 is sustained under new ownership.
• Details of the honorary chairman consulting contract and any related-party agreements between TLG and KOKUYO entities.