On Nov 6, Thien Long Group (HoSE: TLG) announced that the shareholders of Thien Long An Thinh Investment JSC (TLAT) had transferred all of their shares to Japan's Kokuyo Group, after receiving the required approvals from the competent state authorities.Tạp chí Tri thức TLAT holds 45.194 million TLG shares, equal to 46.82% of charter capital.VietNamNet From that date, Kokuyo indirectly owns 46.82% of Thien Long.
Put simply, this is step one of a two-step deal. Step two is a public tender offer for up to 18.19% of the company, and Kokuyo cannot complete it on its own: it gets those shares only if existing TLG holders agree to sell. This post walks through the milestones so far, then explains what a small shareholder will face when the offer opens.
Why "Indirect" Matters
Kokuyo did not buy TLG shares on the exchange. It bought the company that holds them. According to Thien Long's announcement, TLAT remains a direct shareholder with an unchanged stake, and the number of outstanding shares and charter capital are also unchanged.VietNamNet
For anyone holding TLG, the name at the top of the shareholder register is still TLAT. It is TLAT's owner that has changed.
Milestones So Far
Dec 4, 2025. Thien Long's board announced that TLAT was negotiating to transfer all its shares to Kokuyo. The plan had two steps: buy TLAT, then make a public tender offer for up to a further 18.19% of TLG. Kokuyo estimated the total deal value at about ¥27.6 billion, roughly VND 4,700 billion at the exchange rate of the time.Tạp chí Tri thức That figure estimates both steps together; it is not the price paid to TLAT's shareholders.
Dec 15, 2025. Kokuyo set up Synergy Investing Asia Pte. Ltd. in Singapore, a wholly owned subsidiary. It is the vehicle created to buy TLAT's shares and Thien Long stock.CafeF
September 2026. The National Competition Commission announced a conditional approval of the economic concentration among Synergy Investing Asia, TLAT, Thien Long Group and five individual owners.Dân trí
Sep 30, 2026. Kokuyo's board approved a capital increase of up to ¥28 billion for Synergy Investing Asia.VnBusiness Kokuyo said the increase would be carried out after approval from the competent Vietnamese authorities. The money was lined up in Singapore, waiting on paperwork in Vietnam.CafeF
Nov 6, 2026. Thien Long announced that TLAT's shareholders had completed the transfer to Kokuyo.
Governance is changing in parallel. Materials for an extraordinary shareholders' meeting, planned for Dec 7, ask shareholders to dismiss five board members who have submitted resignations, including founder Co Gia Tho, Chairman of the Board of Thien Long Group.Tạp chí Tri thức
The Next Step: A Public Tender Offer
According to Tạp chí Tri thức, the next steps, including the public tender offer for TLG shares, will be carried out by Kokuyo under Vietnamese law, with official information to follow as required.Tạp chí Tri thức If Kokuyo buys the full additional 18.19%, its direct and indirect stake reaches 65.01% and Thien Long becomes a subsidiary of the Japanese group. With 96,528,340 shares outstanding, 18.19% works out to about 17.56 million shares.
The price, registration window and agent will appear in Kokuyo's offer disclosure. The law, however, already sets the frame.
Price. For a cash offer, the price may not be lower than the average reference price over the 60 trading days before the buyer files its registration. The buyer cannot cut the price during the offer. If it raises the price, it must announce at least 7 days before the last registration day, and the new price applies to every shareholder who has registered to sell.Decree 155/2020, Art. 91 For reference once the offer price is out, TLG closed on Nov 6 at VND 54,100 per share.
Timing. After the offer notice is published, the offer can start only after at least 3 days, and it runs for a minimum of 30 and a maximum of 60 trading days.Decree 155/2020, Art. 93
Shares you register. Shares registered for sale cannot be traded until the offer ends. A shareholder may withdraw the registration only if the offer terms change or a competing offer appears.Decree 155/2020, Art. 93 Newcomers often miss this: registering means letting those shares sit locked for one to three months, whatever the market price does.
If registrations exceed 18.19%. The shares bought from each shareholder are pro-rated to what they registered, at one price for everyone. If total registrations are double the size of the offer, each person sells only about half of what they registered. The rest stays with the shareholder.
If you do not register. Nothing is transferred, and you remain a Thien Long shareholder as before.
What 65.01% Changes in the Shareholder Meeting
Under the 2020 Enterprise Law, major resolutions (share classes, business lines, management structure, projects or asset sales worth 35% or more of total assets, reorganization or dissolution) need approval from at least 65% of the votes of shareholders attending. Other resolutions need more than 50%. Each company's charter sets the exact figures.Enterprise Law 2020, Art. 148
Both thresholds are measured against votes present at the meeting, not total capital. At 46.82%, Kokuyo can reach 65% of the votes on its own only if attendance is no higher than about 72% of capital. At 65.01% the arithmetic no longer depends on who shows up: Kokuyo always holds at least 65% of the votes present, so it can pass even the major resolutions alone, unless Thien Long's charter sets a higher bar.
Results Under the New Owner
On consolidated figures, Thien Long's net revenue for the first nine months of 2026 was about VND 3,621 billion, up 12% year on year. Net profit was more than VND 423 billion, up about 12.5%, with a net margin of 11.7%, flat on a year earlier.VTC News Profit grew mainly because revenue grew, not because margins widened.
Against the 2026 plan of VND 4,400 billion in revenue and VND 440 billion in profit, Thien Long has delivered about 82% of the revenue target and about 96% of the profit target after three quarters.Dân trí
What to Watch
The next document that matters to TLG shareholders is Kokuyo's public tender offer notice. It will show the price against the 60-day floor, how long the offer runs within the 30 to 60 trading-day window, and which agent takes registrations. Once there is a price, shareholders can set it beside TLG's market price over the same period.
When the offer closes, the number to look at is Kokuyo's total stake. At 65.01%, Thien Long becomes a subsidiary and Kokuyo can pass major resolutions alone. Below that, Kokuyo still controls ordinary resolutions at most meetings, but needs votes from other shareholders for decisions that require 65%.