Lianhe Sowell International Group (LHSW) insiders align voting via pact

Rhea-AI Filing Summary

Lianhe Sowell International Group Ltd reported that two key shareholders, Patton Holding Group Limited and Lianyue Holding Limited, entered into an acting-in-concert agreement on September 9, 2025. Patton Holding is controlled by Chairman and director Dengyao Jia, while Lianyue Holding is controlled by CEO and director Yue Zhu.

Under this agreement, the two entities will coordinate their votes on shareholder matters relating to the financial, operational and management affairs of the company and its subsidiaries. If they cannot reach consensus, Lianyue Holding will, with limited exceptions, follow the voting direction of Patton Holding, and Patton Holding is delegated authority to vote on behalf of Lianyue Holding. This arrangement will continue until it is terminated in writing or Patton Holding ceases to be a shareholder.

Insights

Corporate governance analyst

Chairman and CEO affiliates coordinate voting control via acting-in-concert pact.

The agreement aligns the voting behavior of two major shareholders controlled by the chairman and the CEO. They commit to vote together on shareholder matters involving financial, operational and management issues of the company and its subsidiaries once they reach consensus.

If no consensus is reached, Lianyue Holding generally follows Patton Holding’s voting instructions, and Patton Holding is authorized to vote on Lianyue’s behalf. This structure concentrates practical voting power with the entity linked to the chairman, though its duration is limited to the period before written termination or Patton Holding’s exit as a shareholder.

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2025

Commission File Number 001-42579

Lianhe Sowell International Group Ltd

(Translation of registrant’s name into English)

RM1502, Sannuo Smart Building,

No. 3388 Binhai Ave, Binhai Community,

Nanshan District, Shenzhen, China

(Address of principal executive offices)

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 ☐

Entry into Certain Acting-in-Concert Agreement

On September 9, 2025, Patton Holding Group Limited (“Patton Holding”), a British Virgin Islands company and shareholder of Lianhe Sowell International Group Ltd (the “Company”) and Lianyue Holding Limited (“Lianyue Holding”), a British Virgin Islands company and shareholder of the Company, entered into an Agreement for the Confirmation and Undertaking of Acting-in-Concert (the “AIC Agreement”). Patton Holding is a holding company whose sole director and shareholder is Mr. Dengyao Jia, the Company’s Chairman and director. Lianyue Holding is a holding company whose sole director and shareholder is Mr. Yue Zhu, the Company’s CEO and director.

Pursuant to the AIC Agreement, 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.

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Exhibits

Exhibit No.		Description
99.1		Agreement for the Confirmation and Undertaking of Acting-in-Concert, dated September 9, 2025, by and between Patton Holding Group Limited and Lianyue Holding Limited

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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: September 10, 2025	By:	/s/ Yue Zhu
		Yue Zhu
		Chief Executive Officer

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FAQ

What did Lianhe Sowell International Group Ltd (LHSW) disclose in this Form 6-K?

The company disclosed an Agreement for the Confirmation and Undertaking of Acting-in-Concert between two shareholder entities, Patton Holding Group Limited and Lianyue Holding Limited, dated September 9, 2025.

Who controls Patton Holding and Lianyue Holding in relation to LHSW?

Patton Holding Group Limited is controlled by Dengyao Jia, the chairman and director of the company, and Lianyue Holding Limited is controlled by Yue Zhu, the CEO and director.

What is the main purpose of the acting-in-concert agreement for LHSW shareholders?

The agreement commits Patton Holding and Lianyue Holding to vote as a group on matters requiring shareholder approval related to the company’s financial, operational and management issues, after reaching consensus.

What happens if Patton Holding and Lianyue Holding cannot reach consensus on how to vote?

If they cannot reach consensus, Lianyue Holding will vote in line with Patton Holding’s direction, subject to exceptions where that direction would fundamentally impair the interests of Lianyue Holding or other shareholders.

Does Patton Holding receive authority to vote Lianyue Holding’s shares in LHSW?

Yes. Under the agreement, Patton Holding is delegated authority as agent to vote on behalf of Lianyue Holding on relevant shareholder matters.

How long will the acting-in-concert agreement for LHSW remain in effect?

The agreement remains effective from its signing until either it is terminated in writing by the parties or Patton Holding ceases to be a shareholder of the company.

Is the full acting-in-concert agreement for LHSW available as an exhibit?

Yes. The filing lists Exhibit 99.1 as the Agreement for the Confirmation and Undertaking of Acting-in-Concert between Patton Holding Group Limited and Lianyue Holding Limited, dated September 9, 2025.