CEO-linked entity boosts control at Lianhe Sowell (LHSW) with 2.4M Class B share purchase

Rhea-AI Filing Summary

Lianhe Sowell International Group Ltd reported that a company affiliate controlled by Chief Executive Officer Yue Zhu agreed to buy 2,400,000 Class B ordinary shares at $0.165 per share under a share subscription agreement. This generated gross proceeds of $396,000 for the company and closed on June 30, 2026. The shares were issued under Regulation S of the Securities Act. After the transaction, Yue Zhu, through Lianyue Holding Limited, beneficially owns 939,688 Class A shares and 2,550,000 Class B shares, representing approximately 97.69% of the aggregate voting power of the outstanding ordinary shares. The deal was approved and ratified by the board’s audit committee.

Insights

Corporate governance analyst

CEO-linked entity increases already dominant voting control via a small related-party equity raise.

The company issued 2,400,000 Class B ordinary shares at $0.165 per share to Lianyue Holding Limited, an entity wholly owned by CEO and chairman Yue Zhu, raising $396,000. Pricing was tied to the five-day average closing price of Class A shares.

Following the issuance, Zhu’s beneficial holdings of Class A and Class B shares represent about 97.69% of total voting power. This entrenches control and leaves very limited influence for remaining public shareholders. The filing notes that the audit committee approved and ratified the related-party transaction, providing an internal oversight step despite the concentrated control.

Key Figures

Class B shares issued: 2,400,000 shares Subscription price: $0.165 per share Gross proceeds: $396,000 +4 more

7 metrics

Class B shares issued 2,400,000 shares Subscribed by Lianyue Holding Limited on June 30, 2026

Subscription price $0.165 per share Based on five-day average closing price of Class A shares

Gross proceeds $396,000 From sale of 2,400,000 Class B ordinary shares

CEO Class A holdings 939,688 shares Class A ordinary shares beneficially owned after transaction

CEO Class B holdings 2,550,000 shares Class B ordinary shares beneficially owned after transaction

Voting power controlled 97.69% of voting power Aggregate voting power of outstanding ordinary shares

Par value per ordinary share $0.0016 per share Par value for both Class A and Class B ordinary shares

Key Terms

Class B ordinary shares, Class A ordinary shares, Regulation S, beneficially owns, +2 more

6 terms

Class B ordinary shares financial

"an aggregate of 2,400,000 Class B ordinary shares of the Company, par value US$0.0016 per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"average closing price ... of the Class A ordinary shares of the Company, par value $0.0016 each"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Regulation S regulatory

"The 2,400,000 Class B Ordinary Shares were issued in accordance with Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

beneficially owns financial

"Yue Zhu, through Lianyue Holding Limited, beneficially owns 939,688 Class A Ordinary Shares and 2,550,000 Class B Ordinary Shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

aggregate voting power financial

"representing approximately 97.69% of the aggregate voting power of the Company’s outstanding Ordinary Shares"

audit committee financial

"approved and ratified by the Company’s audit committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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Available on EDGAR 07/02/2026 - 04:46 PM Accepted by SEC EDGAR 07/02/2026 - 04:45 PM Learn about SEC filing dates

FAQ

What transaction did Lianhe Sowell (LHSW) disclose in the July 2026 Form 6-K?

Lianhe Sowell disclosed a related-party share subscription. An entity wholly owned by CEO Yue Zhu bought 2,400,000 Class B ordinary shares at $0.165 per share, providing $396,000 in gross proceeds and increasing Zhu’s already dominant voting control.

How many Lianhe Sowell Class B shares were issued and at what price?

The company issued 2,400,000 Class B ordinary shares. These shares were sold at a purchase price of $0.165 per share, based on the five-day average Nasdaq closing price for the Class A ordinary shares before the board approved the transaction.

How much cash did Lianhe Sowell (LHSW) raise from the CEO affiliate share subscription?

The transaction generated gross proceeds of $396,000. Lianyue Holding Limited, wholly owned by CEO Yue Zhu, subscribed for 2,400,000 Class B ordinary shares at $0.165 per share, providing this additional capital to Lianhe Sowell International Group Ltd.

What is Yue Zhu’s voting power in Lianhe Sowell after this transaction?

Yue Zhu controls approximately 97.69% of voting power. Through Lianyue Holding Limited, he beneficially owns 939,688 Class A ordinary shares and 2,550,000 Class B ordinary shares, giving him nearly all of the company’s aggregate voting power after the share issuance.

Under which regulation were Lianhe Sowell’s new Class B shares issued?

The new Class B ordinary shares were issued under Regulation S. The company states that the 2,400,000 Class B shares sold to Lianyue Holding Limited were issued in accordance with Regulation S under the Securities Act of 1933, as amended.

Was the related-party share subscription at Lianhe Sowell approved by any board committee?

Yes, the audit committee approved and ratified the deal. The filing notes that entering into the share subscription agreement and closing the transaction were both approved and ratified by Lianhe Sowell’s audit committee of the board of directors.

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 July 2026

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 Material Definitive Agreements 

On June 30, 2026, the Company entered into a share subscription agreement (the “Subscription Agreement”) with Shenzhen Sowell Technology Development Co., Ltd, a subsidiary of the Company, and Lianyue Holding Limited, a British Virgin Islands company, which is wholly owned by the Company’s Chief Executive Officer and Chairman of the board of directors (the “Board”), Yue Zhu (“Affiliate”). Pursuant to the Subscription Agreement, the Affiliate agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Affiliate, an aggregate of 2,400,000 Class B ordinary shares of the Company, par value US$0.0016 per share (“Class B Ordinary Shares”), for a purchase price of US$0.165 per share, representing the average closing price, as reported on Nasdaq.com, of the Class A ordinary shares of the Company, par value $0.0016 each (“Class A Ordinary Shares”, collectively with Class B Ordinary Shares, the “Ordinary Shares”) for the five (5) trading days immediately preceding the date on which the Board approved the transaction. The gross proceeds from this offering were $396,000. The 2,400,000 Class B Ordinary Shares were issued in accordance with Regulation S under the Securities Act of 1933, as amended.

The transaction contemplated by the Subscription Agreement was closed on June 30, 2026. The entry into the Subscription Agreement and the consummation of the transaction contemplated thereby have been approved and ratified by the Company’s audit committee of the Board.

Immediately following the closing of the transaction contemplated by the Subscription Agreement, Yue Zhu, through Lianyue Holding Limited, beneficially owns 939,688 Class A Ordinary Shares and 2,550,000 Class B Ordinary Shares, representing approximately 97.69% of the aggregate voting power of the Company’s outstanding Ordinary Shares.

The foregoing summary of the Subscription Agreement is subject to, and qualified in its entirety by, the Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Exhibits

Exhibit No.		Description
10.1		Share Subscription Agreement dated June 30, 2026, by and among Lianhe Sowell International Group Ltd, Shenzhen Sowell Technology Development Co., Ltd and Lianyue Holding Limited

1

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: July 2, 2026	By:	/s/ Yue Zhu
		Yue Zhu
		Chief Executive Officer and Chairman of the Board of Directors

2

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SHARE SUBSCRIPTION AGREEMENT DATED JUNE 30, 2026, BY AND AMONG LIANHE SOWELL INT 80.5 KB