UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of June 2026
Commission
File Number 001-42579
LIANHE
SOWELL INTERNATIONAL GROUP LTD
(Exact name of registrant as specified in its charter)
15th
Floor, Sannuo Smart Building,
No.
3388 Binhai Ave, Binhai Community,
Nanshan
District, Shenzhen, China
(Address
of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Announcement
of Extraordinary General Meeting Result
Lianhe
Sowell International Group Ltd., a Cayman Islands company (the “Company”), held an extraordinary general meeting (the “Meeting”)
of shareholders on May 28, 2026, at 10:00pm Eastern Time (or May 29, 2026, at 10:00am Beijing time), in a hybrid-meeting format. In-person
participants will be able to attend the Meeting at 15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, Nanshan
District, Shenzhen, China, and virtually by teleconference. Holders of a total of 22,953,066 ordinary shares out of a total
of 55,000,000 ordinary shares issued and outstanding and entitled to vote at the Meeting have voted. Therefore, a quorum of more than
a majority of the shares outstanding and entitled to vote at the Meeting as of the record date of May 7, 2026 was reached. The final
voting results for each matter submitted to a vote of shareholders at the Meeting are as follows:
1.
First Share Consolidation
At
the Meeting, the vote was as follows to approve by way of an ordinary resolution, that:
| |
(1) |
with effect
as of the date of this resolution: |
| |
(a) |
the authorised,
issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated by consolidating: |
| |
(i) |
every
16 Class A Ordinary Shares with a par value of US$0.0001 each into one Class A Ordinary Share with a par value of US$0.0016 each;
and |
| |
(ii) |
every
16 Class B Ordinary Shares with a par value of US$0.0001 each into one Class B ordinary Share with a par value of US$0.0016 each, |
with
such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares
of such class as set out in the Company’s memorandum and articles of association (the “First Share Consolidation”,
together with the Future Share Consolidations, the “Share Consolidations”);
| |
(b) |
as a result
of the First Share Consolidation, the authorised share capital of the Company be amended from US$50,000.00 divided into 450,000,000
Class A Ordinary Shares with a par value of US$0.0001 each and 50,000,000 Class B Ordinary Shares with a par value of US$0.0001 each
to US$50,000.00 divided into 28,125,000 Class A Ordinary Shares with a par value of US$0.0016 each and 3,125,000 Class B Ordinary
Shares with a par value of US$0.0016 each; and |
| |
(c) |
no fractional
Shares be issued in connection with the First Share Consolidation and, in the event that a shareholder would otherwise be entitled
to receive a fractional Share upon the First Share Consolidation, the total number of Shares to be received by such shareholder be
rounded up to the next whole Share; and |
| |
(2) |
any one
director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things
necessary or desirable to implement, carry out, and give effect to the First Share Consolidation, if and when deemed advisable by
the Board in its sole discretion. |
| FOR |
|
AGAINST |
|
ABSTAIN |
| 260,027,940 |
|
525,126 |
|
0 |
2.
Share Capital Increase
At
the Meeting, the vote to approve by way of an ordinary resolution, that subject to and immediately following the First Share Consolidation
being approved by shareholders and effected, the Company’s authorised share capital be increased from US$50,000.00 divided into
28,125,000 Class A Ordinary Shares with a par value of US$0.0016 each and 3,125,000 Class B Ordinary Shares with a par value of US$0.0016
each to US$80,000,000 divided into 45,000,000,000 Class A Ordinary Shares with a par value of US$0.0016 each and 5,000,000,000 Class
B Ordinary Shares with a par value of US$0.0016 each, was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 260,028,135 |
|
524,906 |
|
25 |
3.
A&R M&A
At
the Meeting, the vote to approve by way of a special resolution, that subject to and immediately following the First Share Consolidation
and the Share Capital Increase being effected, the Company adopting an amended and restated Memorandum and Articles of Association (the
“A&R M&A”) in the form as set forth in Annex A in substitution for, and to the exclusion of, the Company’s
existing Memorandum and Articles of Association, to reflect the First Share Consolidation and the Share Capital Increase, was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 260,540,191 |
|
12,696 |
|
179 |
Upon
the approval of this proposal, the Company intends to file the A&R M&A with the Cayman Islands Register of Companies on May 29,
2026.
4.
Future Share Consolidations
At
the Meeting, the vote was as follows to approve by way of an ordinary resolution, that
| |
a. |
conditional upon the approval
of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the
Board may determine (the “Effective Date”): |
| |
(i) |
all of the authorised,
issued, and outstanding shares of the Company (collectively, the “Future Shares”) be consolidated, at any one time or
multiple times during a period of up to two (2) years of the date of the Meeting, at the exact consolidation ratio and effective
time as Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s)
(together, the “Future Share Consolidations”, and each a “Future Share Consolidation”) shall not be less
than 2:1 nor greater than 250:1, with such consolidated Future Shares having the same rights and being subject to the same restrictions
(save as to par value) as the existing Future Shares of such class as set out in the Company’s memorandum and articles of association; |
| |
(ii) |
no fractional Future Shares
be issued in connection with the Future Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to
receive a fractional Future Share upon the Future Share Consolidation(s), the total number of Future Shares to be received by such
shareholder be rounded up to the next whole Future Share; |
| |
(iii) |
any change to the Company’s
authorised share capital in connection with, and as necessary to effect, the Future Share Consolidation(s) be and is hereby approved,
such amendment to be determined by the Board in its sole discretion; and |
| |
b. |
any one director or officer
of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable
to implement, carry out and give effect to the Future Share Consolidation(s), if and when deemed advisable by the Board in its sole
discretion. |
| FOR |
|
AGAINST |
|
ABSTAIN |
| 260,027,937 |
|
525,126 |
|
3 |
5.
Future M&A Amendment
At
the Meeting, the vote to approve by way of a special resolution, that subject to and immediately following a Future Share Consolidation
being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and to the entire
exclusion of, the Company’s then existing memorandum and articles of association, to reflect the relevant Future Share Consolidation
(the “Future M&A Amendment”), was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
| 260,540,194 |
|
12,696 |
|
176 |
On
May 29, 2026, the Company issued a press release announcing the result of the Meeting.
A
copy of this press release is attached hereto as Exhibit 99.1.
Exhibits
| Exhibit No. |
|
Description |
| 1.1 |
|
Third Amended and Restated Memorandum and Articles of Association. |
| 99.1 |
|
Press Release, dated May 29, 2026. |
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| |
Lianhe Sowell
International Group Ltd |
| |
|
| Date: June 2, 2026 |
By: |
/s/
Yue
Zhu |
| |
|
Yue Zhu
Chief Executive Officer |
Exhibit
99.1
Lianhe
Sowell International Group Ltd. Announces Results of Extraordinary General Meeting of Shareholders on May 29, 2026
SHENZHEN,
CHINA, May 29, 2026 (GLOBE NEWSWIRE) -- Lianhe Sowell International Group Ltd (Nasdaq: LHSW) (the “Company”), a provider
of industrial machine vision products and solutions in China, today announced that at its extraordinary general meeting of shareholders
(the “Meeting”) held at 15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, Nanshan District, Shenzhen,
China on May 29, 2026 (Beijing Time), shareholders of the Company approved each of the five proposed resolutions set out in the
notice of extraordinary general meeting (the “Meeting Notice”), namely,
Proposal
No.1 – First Share Consolidation Proposal:
with
effect as of the date of this resolution:
| (a) | the
authorized, issued, and outstanding shares of the Company (collectively, the “Shares”)
be consolidated by consolidating: |
| (i) | every
16 Class A Ordinary Shares with a par value of US$0.0001 each into one Class A Ordinary Share
with a par value of US$0.0016 each; and |
| (ii) | every
16 Class B Ordinary Shares with a par value of US$0.0001 each into one Class B ordinary Share
with a par value of US$0.0016 each, |
with
such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares
of such class as set out in the Company’s memorandum and articles of association (the “First Share Consolidation”,
together with the Future Share Consolidations, the “Share Consolidations”);
| (b) | as
a result of the First Share Consolidation, the authorized share capital of the Company be
amended from US$50,000.00 divided into 450,000,000 Class A Ordinary Shares with a par value
of US$0.0001 each and 50,000,000 Class B Ordinary Shares with a par value of US$0.0001 each
to US$50,000.00 divided into 28,125,000 Class A Ordinary Shares with a par value of US$0.0016
each and 3,125,000 Class B Ordinary Shares with a par value of US$0.0016 each; and |
| (c) | no
fractional Shares be issued in connection with the First Share Consolidation and, in the
event that a shareholder would otherwise be entitled to receive a fractional Share upon the
First Share Consolidation, the total number of Shares to be received by such shareholder
be rounded up to the next whole Share; and |
any
one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things
necessary or desirable to implement, carry out, and give effect to the First Share Consolidation, if and when deemed advisable by the
Board in its sole discretion.
Proposal
No.2 – Share Capital Increase Proposal: to consider and, if thought fit, pass the following ordinary resolution:
It
is resolved, as an ordinary resolution, that subject to and immediately following the First Share Consolidation being approved by shareholders
and effected, the Company’s authorised share capital be increased from US$50,000.00 divided into 28,125,000 Class A Ordinary Shares
with a par value of US$0.0016 each and 3,125,000 Class B Ordinary Shares with a par value of US$0.0016 each to US$80,000,000 divided
into 45,000,000,000 Class A Ordinary Shares with a par value of US$0.0016 each and 5,000,000,000 Class B Ordinary Shares with a par value
of US$0.0016 each (the “Share Capital Increase”).
Proposal
No.3 - A&R M&A Proposal: to consider and, if thought fit, pass the following special resolution:
It
is resolved, as a special resolution, that subject to and immediately following the First Share Consolidation and the Share Capital Increase
being effected, the Company adopting an amended and restated Memorandum and Articles of Association (the “A&R M&A”)
in the form as set forth in Annex A of the Meeting Notice in substitution for, and to the exclusion of, the Company’s
existing Memorandum and Articles of Association, to reflect the First Share Consolidation and the Share Capital Increase.
Proposal
No. 4 – Future Share Consolidations Proposal: to consider and, if thought fit, pass the following ordinary resolution:
| a. | conditional
upon the approval of the board of directors of the Company (the “Board”)
in its sole discretion, with effect as of the date the Board may determine (the “Effective
Date”): |
| (i) | all
of the authorized, issued, and outstanding shares of the Company (collectively, the “Future
Shares”) be consolidated, at any one time or multiple times during a period of up to
two (2) years of the date of the Meeting, at the exact consolidation ratio and effective
time as Board may determine in its sole discretion, provided always that the accumulated
consolidation ratio for all such share consolidation(s) (together, the “Future Share
Consolidations”, and each a “Future Share Consolidation”) shall not be
less than 2:1 nor greater than 250:1, with such consolidated Future Shares having the same
rights and being subject to the same restrictions (save as to par value) as the existing
Future Shares of such class as set out in the Company’s memorandum and articles of
association; |
| (ii) | no
fractional Future Shares be issued in connection with the Future Share Consolidation(s) and,
in the event that a shareholder would otherwise be entitled to receive a fractional Future
Share upon the Future Share Consolidation(s), the total number of Future Shares to be received
by such shareholder be rounded up to the next whole Future Share; |
| (iii) | any
change to the Company’s authorized share capital in connection with, and as necessary
to effect, the Future Share Consolidation(s) be and is hereby approved, such amendment to
be determined by the Board in its sole discretion; and |
| b. | any
one director or officer of the Company be and is hereby authorized, for and on behalf of
the Company, to do all such other acts or things necessary or desirable to implement, carry
out and give effect to the Future Share Consolidation(s), if and when deemed advisable by
the Board in its sole discretion. |
Proposal
No. 5 – Future M&A Amendment Proposal: to consider and, if thought fit, pass the following special resolution:
It
is resolved, as a special resolution, that subject to and immediately following a Future Share Consolidation being effected, the Company
adopt an amended and restated memorandum and articles of association in substitution for, and to the entire exclusion of, the Company’s
then existing memorandum and articles of association, to reflect the relevant Future Share Consolidation (the “Future M&A
Amendment”).
The
Meeting Notice had been furnished on May 15, 2026 to the Securities and Exchange Commission under cover of a Form 6-K and timely disseminated
to shareholders and holders of the Company’s American depositary shares prior to the meeting.
About
Lianhe Sowell International Group Ltd
Lianhe
Sowell International Group Ltd (Nasdaq: LHSW) provides industrial vision and industrial robotics solutions. With expertise in the field
of machine vision and intelligent equipment, the Company specializes in smart transportation, industrial automation, artificial intelligence,
and machine vision. Committed to offering comprehensive intelligent solutions to customers worldwide, the Company continuously advances
the intelligent transformation of various industries through technological innovation. For more information, please visit: https://sowellai.com/.
Forward-Looking Statement
This
press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate,” “plan” or similar expressions
that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees
of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations
discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the
uncertainties related to market conditions and other risk factors discussed in the Company’s filings with the SEC, which are available
for review at www.sec.gov. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking
statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect
events or circumstances that arise after the date hereof.
For
more information, please contact:
Lianhe
Sowell International Group Ltd
Email:
ir@cnsoftweIl.com
WFS
Investor Relations Inc.
Email:
services@wfsir.com
Phone:
+1 628 283 9214
