Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Lianhe Sowell International Group Ltd (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G5480C104 (CUSIP Number) |
C/O Mr. Yue Zhu 15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Nanshan District Shenzhen, F4, 518000 86-400-616-9629 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/09/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G5480C104 |
| 1 |
Name of reporting person
Yue Zhu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,435,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
72.45 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 7, 9 and 11: The authorized share capital of the Issuer includes Class A Ordinary Shares and Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 100 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one (1) vote. The numbers in these rows represent 15,035,000 Class A Ordinary Shares and 2,400,000 Class B Ordinary Shares of the Issuer held by Lianyue Holding Limited ("Lianyue Holding"), which is a British Virgin Islands company wholly owned by Mr. Zhu. Mr. Zhu is deemed to have voting, dispositive or investment powers over Lianyue Holding. Row 13: Based on 52,000,000 Class A Ordinary Shares outstanding and 3,000,000 Class B Ordinary Shares outstanding as of April 9, 2026.
SCHEDULE 13D
|
| CUSIP No. | G5480C104 |
| 1 |
Name of reporting person
Lianyue Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,435,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
72.45 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 7, 9 and 11: The authorized share capital of the Issuer includes Class A Ordinary Shares and Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 100 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one (1) vote. The numbers in these rows represent 15,035,000 Class A Ordinary Shares and 2,400,000 Class B Ordinary Shares of the Issuer held by Lianyue Holding, a British Virgin Islands company wholly owned by Mr. Zhu. Mr. Zhu is deemed to have voting, dispositive or investment powers over Lianyue Holding. Row 13: Based on 52,000,000 Class A Ordinary Shares outstanding and 3,000,000 Class B Ordinary Shares outstanding as of April 9, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share |
| (b) | Name of Issuer:
Lianhe Sowell International Group Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, N, Shenzhen,
CHINA
, 518000. |
| Item 2. | Identity and Background |
| (a) | This Schedule is being filed by the following persons (each a "Reporting Person" and, collectively the "Reporting Persons"): (i) Mr. Zhu, a PRC citizen, CEO and Chairman of the Issuer; (iii) Lianhe Holding, a British Virgin Islands (BVI) company. |
| (b) | Each of Reporting Persons has the business address of with its address being c/o Lianhe Sowell International Group Ltd, 15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, Nanshan District, Shenzhen, China. |
| (c) | See (a). |
| (d) | None. |
| (e) | None. |
| (f) | See (a). |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons previously signed a Joint Filing Agreement, dated September 10, 2025, with Dengjia Yao, Lianhe Holding Group Limited, Hainan Lianhe Enterprise Management Group Co., Ltd. and Patton Holding Group Limited ("Patton Holding"), for the purpose of filing a Schedule 13D (the "Original Schedule13D") to report, among others, that certain Acting-in-Concert Confirmation and Undertaking Agreement (the "AIC Agreement") entered into between Patton Holding and Lianyue Holding on September 9, 2025. Following the filing of the Original Schedule13D, pursuant to certain advice of the BVI legal counsel of Lianyue Holding, the AIC Agreement shall be rescinded or deemed void ab initio, and alternatively Lianyue Holding is entitled to decline to act in concert with Patton Holding if the relevant resolution fall within exceptions provided in the AIC Agreement. Mr. Zhu now has sole voting power and dispositive power over the Class A Ordinary Shares and Class B Ordinary Shares held by Lianyue Holding Limited. On April 7, 2026, Lianyue Holding entered into a share subscription agreement (the "Subscription Agreement") with the Issuer and Shenzhen Sowell Technology Development Co., Ltd, a subsidiary of the Issuer. Pursuant to the Subscription Agreement, the Company issue and sold to Lianyue Holding an aggregate of 2,000,000 Class B Ordinary Shares, for a purchase price of US$0.167 per share, representing the average closing price, as reported on Nasdaq.com, of the Class A Ordinary Shares for the five (5) trading days immediately preceding the date on which the board of directors of the Issuer (the "Board") approved the transaction. The 2,000,000 Class B Ordinary Shares were issued in accordance with Regulation S under the Securities Act of 1933, as amended. The transaction contemplated by the Subscription Agreement was closed on April 9, 2026. The entry into the Subscription Agreement and the consummation of the transaction contemplated thereby have been approved and ratified by the Company's audit committee of the Board. Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, as amended; or (j) any action similar to any of those enumerated above. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) in the preceding paragraph. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses to Rows 1-4 and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (b) | The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (c) | The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (d) | The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Joint Filing Agreement dated April 16, 2026 by and between the Reporting Persons Exhibit 2: Share Subscription Agreement dated April 7, 2026, by and among Lianhe Sowell International Group Ltd, Shenzhen Sowell Technology Development Co., Ltd and Lianyue Holding Limited (incorporation by reference to Exhibit 10.1 to the Form 6-K of Lianhe Sowell International Group Ltd filed with the Commission on April 15, 2026) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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