KingDental
VN
Vietnam Operating Entity · Advisory Board Charter
Founding Vietnam Advisory Board charter.
KingDental Vietnam Limited · 2026. The structural document for VOE's in-country advisory board — parallel to the US Founding Advisory Board but distinct in mandate and equity grant level.
0 1 · P U R P O S E
Purpose
The KingDental Vietnam Advisory Board ("Vietnam Advisory Board") provides in-country strategic counsel, regulatory navigation, clinical credibility, network access, and operational guidance to KingDental Vietnam Limited.
The board exists to ensure VOE operates with deep Vietnamese market understanding, cultural fluency, regulatory compliance, and clinical credibility. Members are selected for what they know and who they know in Vietnam, not for symbolic representation.
Distinct from but coordinated with:
0 2 · S T R U C T U R E
Structure
2.1 · Size
Five to seven seats total. The board is intentionally small to maintain working group dynamics, ensure each member's voice is heard, and avoid the bureaucracy that comes with larger advisory bodies.
2.2 · Seat categories
The seven seats are structured to balance clinical expertise, regulatory access, operational depth, and investor relationships:
A dean, vice-dean, or senior professor at HCMC University of Medicine and Pharmacy (Đại học Y Dược TP.HCM), Hanoi Medical University (Đại học Y Hà Nội), or equivalent. Active practitioner with national clinical reputation. Advises on: clinical quality standards, training protocols, credentialing.
The owner or chief medical officer of a respected mid-sized Vietnamese dental practice or small clinic group. Not from the top-five chains (to maintain independence). Represents the voice of the clinic owner — the customer KingDental Vietnam serves. Advises on: go-to-market positioning, pricing perception, adoption barriers.
A senior executive or founder from a successful Vietnamese fintech (MoMo, ZaloPay, VNPay, Timo) or digital health platform (Doctor Anywhere Vietnam, Jio Health, ViCare). Advises on: Vietnamese payments infrastructure, consumer adoption, scaling operational playbooks, cross-platform partnerships.
A principal from a Vietnamese family office or in-country investment firm (Mekong Capital, VinaCapital, Dragon Capital, or sophisticated family office). Provides connectivity to local capital networks and advises on Vietnam-specific investor relations. Likely also a VOE investor (separate from advisor equity).
A former senior official from the Ministry of Health, Ministry of Planning and Investment, or State Bank of Vietnam — or a respected partner at a leading Vietnamese law firm (VILAF, YKVN, Vision & Associates, BMVN). Advises on: regulatory strategy, government relationships, foreign investment compliance, licensing pathways.
A senior executive from a Vietnamese dental equipment distributor, supplier, or related operations company. Advises on: Vietnamese supplier landscape, DentX Alliance development, distribution channel strategy, assembly-to-manufacturing transition. This seat may rotate based on phase needs — Years 1–2 prioritize distribution/assembly; Years 3+ prioritize manufacturing operations.
Reserved for a category that emerges as critical during execution. Possibilities: international dental tourism operator (if Dental Care Pak scales rapidly), additional clinical KOL (if Hanoi or Da Nang requires dedicated representation), Vietnamese AI/technology leader (if AI receptionist becomes a strategic moat requiring specialized counsel).
2.3 · What the board is not
- A governance body — the VOE Board of Directors handles governance
- A clinical review board — clinical decisions remain with practicing dentists at each clinic
- A regulatory filing entity — legal counsel handles compliance
- A representation body — members serve KingDental Vietnam, not constituencies
0 3 · M E M B E R C O M M I T M E N T S
Member commitments
3.1 · Time commitment
3.2 · Specific responsibilities
Each member commits to:
- Provide candid strategic and operational counsel
- Make warm introductions to peers, regulators, and prospective partners when relevant
- Identify risks, blind spots, and emerging opportunities
- Review and provide input on KingDental Vietnam's quarterly strategic priorities
- Attend the annual strategic offsite
- Maintain confidentiality regarding non-public KingDental information
Members are not expected to:
- Make operational decisions
- Take on executive responsibility
- Provide unpaid consulting services beyond the agreed time commitment
- Represent KingDental Vietnam externally without prior coordination
3.3 · Conflicts of interest
Members must disclose any commercial or financial interest in:
- Competing dental platforms or operators (Vietnamese chains, international dental software vendors operating in Vietnam)
- Existing or prospective VOE suppliers, partners, or customers
- Any third party seeking to acquire, invest in, or partner with VOE
Conflicts do not automatically disqualify members but require disclosure and case-by-case recusal from related advisory discussions.
0 4 · E Q U I T Y C O M P E N S A T I O N
Equity compensation
4.1 · Founding advisor equity grant
Each Vietnam Advisory Board member receives a founding advisor equity grant in KingDental Vietnam Limited (the Vietnam subsidiary, not the Parent).
4.2 · Why subsidiary-level equity
Vietnam Advisory Board members advise the Vietnamese operating subsidiary specifically. Their equity grant is at the subsidiary level because:
- Their value-add is Vietnam-specific — regulatory, clinical, operational, network
- Their upside is tied to Vietnam execution success
- Vietnamese investors and advisors prefer ownership in the Vietnamese entity for tax, regulatory, and cultural reasons
- This is parallel to how the Parent-level Founding Advisory Board (US-based, diaspora-bridge mandate) receives Parent-level equity
4.3 · Additional compensation
The Vietnam Advisory Board does not receive cash compensation, board fees, or stipends. Travel and reasonable expenses related to in-person board meetings and the annual offsite are reimbursed.
If a board member is also a VOE investor (likely for the Family Office / Investor Representative seat), their investment is structured separately from their advisor equity grant and governed by the VOE Shareholders' Agreement.
4.4 · Annual Vietnam strategic offsite
KingDental Vietnam hosts an annual two-day strategic offsite in HCMC. Travel and accommodation costs are covered for all board members. Spouses invited at member discretion (at member expense). The offsite includes clinic site visits, operational reviews, and strategic planning for the following year.
0 5 · G O V E R N A N C E
Governance
Annual strategic offsite · 2 days in HCMC, typically Q1
Ad-hoc consultations · as needed
Monthly written update · 1–2 page operational update from VOE CEO; members respond optionally
0 6 · R E C R U I T M E N T S T R A T E G Y
Recruitment strategy
6.1 · Recruitment sequencing
The Vietnam Advisory Board is recruited in two phases:
- Seat 1 — Senior Dental KOL
- Seat 3 — Vietnamese Fintech / Healthcare Operator
- Seat 5 — Government Affairs Advisor
These three establish the board's credibility and unlock subsequent recruitment.
- Seat 2 — Dental Industry Leader
- Seat 4 — Family Office Representative
- Seat 6 — Distribution / Supply Chain Leader
The flexible Seat 7 is held open until a category-defining need emerges.
6.2 · Recruitment approach
For each seat, KingDental targets 2–3 candidates and approaches the most-preferred candidate first. If declined, advance to the next candidate. Recruitment is via warm introduction wherever possible, cold outreach only as fallback.
Typical recruitment timeline:
| Week 1 | Initial outreach and exploratory conversation |
| Weeks 2–3 | Substantive strategic discussion and KingDental Vietnam overview |
| Weeks 3–4 | Reference checks (mutual; KingDental checks candidate, candidate may check KingDental) |
| Weeks 4–5 | Term sheet and advisor agreement |
| Week 6 | Equity grant and announcement |
6.3 · Announcement strategy
Vietnam Advisory Board members are announced publicly only after their equity agreements are executed. Premature announcement undermines recruitment leverage with subsequent candidates and creates risk if a candidate withdraws.
Once announced, members are featured on KingDental Vietnam website, included in investor materials, and referenced in press communications. Members may be referenced as KingDental Vietnam advisors in their own professional contexts.
6.4 · First-member priority
The first member recruited is disproportionately important. The Senior Vietnamese Dental KOL (Seat 1) is typically the highest-leverage first recruit because:
- Clinical credibility unlocks every subsequent recruitment
- Faculty position provides credentialed validation
- University networks open doors to other KOLs and to government relationships
- Their public association with KingDental Vietnam signals seriousness to the Vietnamese dental community
0 7 · I N T E G R A T I O N W I T H V O E O P E R A T I O N S
Integration with VOE operations
7.1 · Information flow
7.2 · Relationship to VOE Board of Directors
The Vietnam Advisory Board and VOE Board of Directors are distinct bodies. The advisory board chair (Tue Le or designee) sits on the VOE Board ex officio. Material recommendations from the Vietnam Advisory Board are presented to the VOE Board for consideration.
7.3 · Relationship to Parent Founding Advisory Board
The KingDental Founding Advisory Board (US Parent level) and the Vietnam Advisory Board operate independently with coordinated agendas:
- Both boards inform the eventual US re-entry (Late 2027 / 2028)
- Vietnam Advisory Board provides Vietnam-specific operational input
- US Founding Advisory Board provides diaspora-bridge and US-market preparation input
- The two boards convene jointly annually (typically at the Parent-level annual summit in HCMC or Mexico City)
0 8 · F I R S T - Y E A R P R I O R I T I E S
First-year priorities for the Vietnam Advisory Board
0 9 · M E M B E R A C K N O W L E D G M E N T
Member acknowledgment
Each member, upon accepting the seat, acknowledges:
- The role is advisory; KingDental Vietnam retains all operational decision authority
- Equity vests over 24 months; resignation results in retention of vested equity only
- Confidentiality obligations survive membership
- Conflicts of interest must be disclosed promptly
- The role is not compensated beyond equity and expense reimbursement
Members may consult their own legal, tax, and financial advisors before accepting.
1 0 · C O N T A C T
Contact
To express interest in the Vietnam Advisory Board, or to refer a candidate: