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 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Lianhe Sowell International Group Ltd (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G5480C104 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G5480C104 |
| 1 | Names of Reporting Persons
Lianhe Holding Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
28.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents 15,000,000 ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of Lianhe Sowell International Group Ltd (the "Issuer") directly held by Lianhe Holding Group Limited, a limited liability company incorporated in the British Virgin Islands, which is wholly owned by Hainan Lianhe Enterprise Management Group Co., Ltd., a limited liability company incorporated under the laws of the PRC. Hainan Lianhe Enterprise Management Group Co., Ltd. is owned by Dengyao Jia (90%) and Hainan Younian Enterprise Management Co., Ltd. (10%), a limited liability company incorporated under the laws of the PRC. As the controlling shareholder and sole director of Lianhe Holding Group Limited, Dengyao Jia is deemed to have the voting and dispositive power with respect to the shares owned by this entity. (2) See Item 4.
SCHEDULE 13G
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| CUSIP No. | G5480C104 |
| 1 | Names of Reporting Persons
Hainan Lianhe Enterprise Management Group Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
28.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (3) Represents 15,000,000 Ordinary Shares directly held by Lianhe Holding Group Limited. (4) See Item 4.
SCHEDULE 13G
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| CUSIP No. | G5480C104 |
| 1 | Names of Reporting Persons
Patton Holding Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,180,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Represents 4,180,000 Ordinary Shares directly held by Patton Holding Group Limited, a limited liability company incorporated under the British Virgin Islands laws and wholly-owned by Dengyao Jia, who has the voting and dispositive power with respect to the shares owned by this entity. (2) See Item 4.
SCHEDULE 13G
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| CUSIP No. | G5480C104 |
| 1 | Names of Reporting Persons
Dengyao Jia | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,180,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
36.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Represents (i) 15,000,000 Ordinary Shares directly held by Lianhe Holding Group Limited, and (ii) 4,180,000 Ordinary Shares directly held by Patton Holding Group Limited. (2) See Item 4.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Lianhe Sowell International Group Ltd | |
| (b) | Address of issuer's principal executive offices:
15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, Nanshan District, Shenzhen, China, 518000 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Lianhe Holding Group Limited (ii) Hainan Lianhe Enterprise Management Group Co., Ltd. (iii) Patten Holding Group Limited (iv) Dengyao Jia | |
| (b) | Address or principal business office or, if none, residence:
(i) Sea Meadow House, (P.O. Box 116), Road Town, Tortola, British Virgin Islands (ii) Room 309, S301, 3rd Floor, Building 2, Qiongshan Avenue West Section Resettlement Housing, No. 63-1, Qiongshan Avenue, Lingshan Town, Meilan District, Haikou City, Hainan Province, China (iii) Sea Meadow House, (P.O. Box 116), Road Town, Tortola, British Virgin Islands (iv) Room 309, S301, 3rd Floor, Building 2, Qiongshan Avenue West Section Resettlement Housing, No. 63-1, Qiongshan Avenue, Lingshan Town, Meilan District, Haikou City, Hainan Province, China | |
| (c) | Citizenship:
(i) Lianhe Holding Group Limited is a limited liability company incorporated in the British Virgin Islands (ii) Hainan Lianhe Enterprise Management Group Co., Ltd. is a limited liability company incorporated in the People's Republic of China. (iii) Patton Holding Group Limited is a limited liability company incorporated in the British Virgin Islands (iv) Dengyao Jia is a citizen of People's Republic of China. | |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G5480C104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The total number of outstanding Ordinary Shares used to calculate the percent of class is 52,000,000 Ordinary Shares as of the date of this report, as provided by the Company. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Exhibit Information
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Exhibit No. Title 1 Joint Filing Agreement, dated August 11, 2025 |