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) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G5480C104 (CUSIP Number) |
I/C/O Mr. Dengyao Jia 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) |
09/09/2025 (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
|
| CUSIP No. | G5480C104 |
| 1 |
Name of reporting person
Dengyao Jia | ||||||||
| 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
19,180,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 7, 9, 11 and 13: Represents (x) 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 British Virgin Islands company ("Lianhe Holding"), 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.; (y) 4,180,000 Ordinary Shares of the Issuer directly held by Patton Holding Group Limited, a British Virgin Islands company ("Patton Holding"), which is wholly owned by Mr. Jia, resulting in Mr. Jia being deemed to have voting, dispositive or investment powers over Patton Holding. Row 8 Represents15,035,000 Ordinary Shares directly held by Lianyue Holding Limited, a British Virgin Islands company ("Lianyue Holding"), for which Mr. Jia has shared voting power pursuant to the AIC Arrangements described below. On September 9, 2025, Patton Holding and Lianyue Holding entered into an agreement for the Confirmation and Undertaking of Acting-in- Concert (the "Acting-in-Concert Agreement"), pursuant to which, from the time of the agreement until the earlier of (a) the termination of the agreement by the parties in writing or (b) Patton Holding's cessation as a shareholder of the
Company, the parties thereto agree to (x) vote as a group on an unanimous basis in matters requiring shareholder votes relating to the financials, operational and management matters of the Company or its subsidiaries after consensus is reached between the parties; (y) in the absence of a consensus, Lianyue Holding shall vote in accordance with the voting direction of Patton Holding, subject to certain exceptions, including if the voting direction would fundamentally impair the interests of Lianyue Holding or other shareholders of the Company; and (z) Patton Holding be delegated with the authority as the agent to vote on behalf of Lianyue Holding. Pursuant to the foregoing, a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"), has been formed among Patton Holding, Lianyue Holding, Mr. Jia, as the person who has voting, dispositive and investment power over Patton, and Mr. Yue Zhu ("Mr. Zhu"), who is the sole shareholder and director of Lianyue Holding and who is deemed to have voting, dispositive or investment powers over Lianyue Holding (together with Patton Holding, the "Shareholders"). The foregoing arrangements shall be collectively referred as the "AIC Arrangements". Mr. Jia disclaims beneficial ownership of any of the Ordinary Shares beneficially owned in the aggregate by the "group" or by their respective affiliates (including any Ordinary Shares held by the Shareholders) for purposes of Section 13(d) of the Act or for any other purpose.
SCHEDULE 13D
|
| CUSIP No. | G5480C104 |
| 1 |
Name of reporting person
Lianhe Holding Group 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
15,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 7, 9, 11 and 13: Represents (x) 15,000,000 Ordinary Shares of the Issuer directly held by Lianhe Holding. Mr. Jia is deemed to have voting, dispositive or investment powers over Lianhe Holding.
SCHEDULE 13D
|
| CUSIP No. | G5480C104 |
| 1 |
Name of reporting person
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 |
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
15,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 7, 9, 11 and 13: Represents (x) 15,000,000 Ordinary Shares of the Issuer directly held by Lianhe Holding. Mr. Jia is deemed to have voting, dispositive or investment powers over Lianhe Holding.
SCHEDULE 13D
|
| CUSIP No. | G5480C104 |
| 1 |
Name of reporting person
Patton Holding Group 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
4,180,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 7, 9, 11 and 13: Represents 4,180,000 Ordinary Shares of the Issuer directly held by Patton Holding, which is wholly owned by Mr. Jia. Row 8 Represents: 15,035,000 Ordinary Shares directly held by Lianyue Holding, for which Patton Holding has shared voting power pursuant to the AIC Arrangements described above.
SCHEDULE 13D
|
| 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
15,035,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 8, 9, 11 and 13: Represents 15,035,000 Ordinary Shares of the Issuer directly held by Lianyue Holding, which is wholly owned by Mr. Zhu.
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
15,035,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 8, 9, 11 and 13: Represents 15,035,000 Ordinary Shares of the Issuer directly held by Lianyue Holding, which is wholly owned by Mr. Zhu.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
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, 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"), each of which 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: (i) Mr. Jia, a PRC citizen, resident and Chairman and director of the Issuer; (ii) Mr. Zhu, a PRC citizen, resident and CEO and director of the Issuer; (iii) Lianhe Holding, a British Virgin Islands (BVI) company; (iv) Patton Holding, a BVI company; (v) Lianyue Holding, a BVI company; (vi) Hainan Lianhe Enterprise Management Group Co., Ltd., a PRC 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 |
On September 4, 2025, Patton Holding and Lianyue Holding entered into an agreement for the Confirmation and Undertaking of Acting-in-Concert (the "Acting-in-Concert Agreement"), pursuant to which, from the time of the agreement until the earlier of (a) the termination of the agreement by the parties in writing or (b) Patton Holding's cessation as a shareholder of the Issuer, the parties thereto agree to (x) vote as a group on an unanimous basis in matters requiring shareholder votes relating to the financials, operational and management matters of the Issuer or its subsidiaries after consensus is reached between the parties; (y) in the absence of a consensus, Lianyue Holding shall vote in accordance with the voting direction of Patton Holding, unless the voting direction would be illegal, violates the Issuer's charter, or would fundamentally impairs the interests of Lianyue Holding or other shareholders; and (z) Patton Holding be delegated with the authority as the agent to vote on behalf of the group. The arrangements provided in the AIC Agreement shall be collectively referred to as the "AIC Arrangements". Pursuant to the foregoing, a "group" within the meaning of Section 13(d)(3) of the Act has been formed among the parties to the AIC Agreement, Mr. Jia, as director and shareholder of Patton Holding, and Mr. Zhu, as director and shareholder of Lianyue Holding. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons (as defined below) that any of them is the beneficial owner of any of the Ordinary Shares beneficially owned in the aggregate by other members of the "group" and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. 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 of directors (the "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 Items 1-4 and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. As a result of the AIC Arrangements, a "group" within the meaning of Section 13(d)(3) of the Act may be deemed to be formed among the parties to the AIC Agreement, Mr. Jia, as director and shareholder of Patton Holding, and Mr. Zhu, as director and shareholder of Lianyue Holding. As a result, the group may be deemed to have acquired beneficial ownership of all the Ordinary Shares beneficially owned by each member of the "group". As such, the group may be deemed to beneficially own in the aggregate 34,215,000 Ordinary Shares, which represents approximately 65.8% of the total outstanding Ordinary Shares. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Shares beneficially owned in the aggregate by other members of the "group" and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. |
| (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) | 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 |
| 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. |
7.1 Joint Filing Agreement, dated September 10, 2025. 10.1 Acting In Concert Confirmation and Undertaking Agreement, by and between Patton Holding Group Limited and Lianyue Holding Limited, dated September 9, 2025. |
| 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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