Lianhe Sowell International Group Ltd SEC Filings

Lianhe Sowell International Group Ltd filing discloses that certain insiders and affiliated entities have entered into an "Acting-in-Concert" agreement to coordinate voting. Under the arrangement, Patton Holding and Lianyue Holding agree to vote as a group on financial, operational and management matters, with Patton Holding delegated authority to vote for the group in specified circumstances. Collectively, the parties may be deemed to beneficially own 34,215,000 Ordinary Shares, representing approximately 65.8% of the outstanding class. Individual holdings reported include 15,000,000 shares (28.8%) held by Lianhe Holding and 4,180,000 shares (8.0%) held by Patton Holding; Lianyue Holding holds 15,035,000 shares (28.8%). The filing states no present plans for transactions such as mergers, asset sales, charter changes, or board changes, but notes the parties may formulate other plans in the future.

Lianhe Sowell International Group Ltd files its Form 20-F describing a China-based machine-vision and robotics business with a Cayman Islands holding structure and multiple PRC and offshore subsidiaries. The filing discloses multi-stage plans to build a robot production line: a Stage I outsourcing target of 50–100 robot sets by June 2025, Stage II planned aggregate investment of ~$15 million (initial ~$10 million) to reach 1,000–2,000 sets annual output by March 2026, Stage III ~$30 million to reach 2,000–4,000 sets by March 2027, and Stage IV ~$40 million to reach 4,000–8,000 sets by March 2028. The company completed an offering of 2,000,000 shares at $4.00 raising gross proceeds of $8.0 million and issued 5-year warrants to purchase 60,000 shares at $4.80. The report highlights significant operational and regulatory risks tied to concentrated customers, PRC law and cross-border fund transfer constraints, and large future capital needs for planned expansion. The filing also notes a preferential PRC HNTE tax rate of 15% for Shenzhen Sowell.

Lianhe Sowell International Group Ltd is reported in this Schedule 13G as having 15,035,000 ordinary shares beneficially owned by Lianyue Holding Limited, a British Virgin Islands company wholly owned by Yue Zhu. The filing states the total outstanding ordinary shares used to calculate the percentage is 52,000,000, and it lists the ownership stake as 28.9% for Yue Zhu; the filing attributes sole voting and sole dispositive power over the 15,035,000 shares to the reporting persons.

The document identifies the class of security as ordinary shares (par value $0.0001) and includes a Joint Filing Agreement as an exhibit. The report shows the position as of 06/30/2025 and is signed by Yue Zhu.

Lianhe Sowell International Group Ltd reported concentrated insider ownership: related parties and an individual together control 19,180,000 ordinary shares, representing 36.9% of the 52,000,000 shares outstanding used in the filing. Two British Virgin Islands entities, Lianhe Holding Group Limited and Patton Holding Group Limited, hold 15,000,000 and 4,180,000 shares respectively; both holdings are reported as sole voting and sole dispositive power.

The filing discloses the ownership chain: Lianhe Holding Group Limited is wholly owned by Hainan Lianhe Enterprise Management Group Co., Ltd., which is in turn owned 90% by Dengyao Jia and 10% by Hainan Younian Enterprise Management Co., Ltd. The individual named, Dengyao Jia, is reported with sole voting and dispositive power over the combined 19,180,000 shares. This establishes a clear controlling economic and voting interest by the founder/owner through offshore and domestic entities.