Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
In connection with an extraordinary general meeting
of shareholders of Lianhe Sowell International Group Ltd, a Cayman Islands company (the “Company”), the Company hereby
furnishes the following documents:
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.
Exhibit 99.1
Lianhe Sowell International Group Ltd
(incorporated under the laws of the Cayman Islands)
(NASDAQ: LHSW)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the
extraordinary general meeting of shareholders (the “Meeting”) of Lianhe Sowell International Group Ltd (the
“Company”) will be held on March 25, 2026, at 10:00 p.m. Eastern Time (or March 26, 2026, at 10:00 a.m. 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. Remote participants will be able to attend the Meeting via
https://loeb.zoom.us/j/94835451401. The purposes of the Meeting will be convened for the shareholders of the Company (the
“Shareholders”) to consider and, if thought fit, pass the following resolutions following purposes:
| 1. | It is resolved, as 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 of the Board may determine (the “Effective
Date”): |
| (a) | the authorised, issued, and outstanding shares of the Company (collectively, the “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 held on 25 March 2026, at the exact
consolidation ratio and effective time as the Board may determine in its sole discretion, provided always that the accumulated
consolidation ratio for all such share consolidation(s) (together, the “Share
Consolidations”, and each a “Share
Consolidation”) shall not be less than 2:1 nor greater than
3,000:1, 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; |
| (b) | no fractional Shares be issued in connection with the Share
Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon a Share Consolidation,
the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and |
| (c) | any change to the Company’s authorised share capital in connection
with, and as necessary to effect, the 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 Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion. |
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2. |
It is resolved, as a special resolution, that subject to and immediately following a Share Consolidation being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company’s then existing memorandum and articles of association, to reflect the relevant Share Consolidation (if and to the extent effected); and |
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3. |
It is resolved, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals. |
The foregoing items of business are described in the proxy statement
accompanying this notice. The Board unanimously recommends that the
shareholders vote “FOR” for all the items.
The Board has fixed the close of business on March 6,
2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at
the Meeting or any adjournment thereof. Only holders of ordinary shares of the Company on the Record Date are entitled to receive notice
of and to vote at the Meeting or any adjournment thereof.
Shareholders may obtain a copy of the proxy materials from the Company’s
website at sowellrobot.com. The notice of the Meeting, this proxy statement, and the proxy card will be sent or made available to shareholders
on or about March 10, 2026.
| By Order of the Board of Directors, |
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| /s/ Dengyao Jia |
|
| Dengyao Jia |
|
| Chairman of the Board of Directors |
|
March 10, 2026
LIANHE SOWELL INTERNATIONAL GROUP LTD
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
March 25, 2026, at 10:00 pm Eastern Time
(or March 26, 2026, at 10:00 am Beijing time)
PROXY STATEMENT
The board of directors (the “Board of
Directors”) of Lianhe Sowell International Group Ltd (the “Company”) is soliciting proxies for the extraordinary
general meeting of shareholders (the “Meeting”) of the Company to be held on March 25, 2026, at 10:00 p.m. Eastern Time
(or March 26, 2026, at 10:00 a.m. 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. Remote
participants will be able to attend the Meeting via https://loeb.zoom.us/j/94835451401. Shareholders will have an equal opportunity
to participate at the Meeting and engage with the directors, management, and other shareholders of the Company online, regardless of
their geographic location.
Registered shareholders and duly appointed proxyholders will be able
to attend, participate and vote at the Meeting or any adjournment thereof in real time. Beneficial shareholders who hold their shares
through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves
as proxyholder will be able to attend as guests and may view the webcast, but will not be able to participate in or vote at the Meeting.
Only holders of the ordinary shares of the Company of record at the
close of business on March 6, 2026 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment
thereof. The shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporate entity)
by its duly authorized representative representing not less one-third of the voting rights of the outstanding ordinary shares carrying
the right to vote at the Meeting shall form a quorum.
Any shareholder entitled to attend and vote at the Meeting is entitled
to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Each holder
of the Company’s ordinary shares shall be entitled to one vote in respect of each ordinary share held by such holder on the Record
Date.
PROPOSALS TO BE VOTED ON
At the Meeting, resolutions will be proposed as follows:
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1. |
an ordinary resolution to approve the Share Consolidations (as defined below); |
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2. |
a special resolution to adopt the Amended and Restated Memorandum and Articles of Association of the Company (the “Amended M&A”); and |
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3. |
an ordinary resolution to approve the adjournment of the Meeting, if necessary, to permit further solicitation and vote of proxies. |
The Board of Directors recommends a vote “FOR” each
of the Proposals No. 1 – 3.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may do so either in person
or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete, sign, date, and return the attached
proxy card in accordance with the instructions set out therein.
PROPOSAL NO. 1
THE SHARE CONSOLIDATION
The Board of Directors approved, and directed that there be submitted
to the shareholders of the Company for approval, as an ordinary resolution, the consolidation of the Company’s authorised, issued
and outstanding shares of the Company (collectively, the “Shares”), at any one time or multiple times within a period of two
(2) years from the date of the Meeting at the consolidation ratio and effective time as the Board may determine in its sole discretion,
provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, the “Share Consolidations”,
and each a “Share Consolidation”) shall not be less than 2:1 nor greater than 3,000:1, 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 then existing memorandum and articles of association.
The resolution to be proposed shall be as follows:
It is resolved, as 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 of the Board may determine (the “Effective
Date”): |
| (a) | the authorised, issued, and outstanding shares of the Company (collectively, the “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 held on 25 March 2026, at the exact
consolidation ratio and effective time as the Board may determine in its sole discretion, provided always that the accumulated
consolidation ratio for all such share consolidation(s) (together, the “Share
Consolidations”, and each a “Share
Consolidation”) shall not be less than 2:1 nor greater than
3,000:1, 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; |
| (b) | no fractional Shares be issued in connection with the Share
Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon a Share Consolidation,
the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and |
| (c) | any change to the Company’s authorised share capital in connection
with, and as necessary to effect, the 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 Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion. |
Proposal No. 1 will be approved as an ordinary resolution, meaning
that the proposal will be approved if a simple majority of the total votes properly cast in person or by proxy at the Meeting by the holders
of ordinary shares of the Company entitled to vote at the Meeting vote “FOR” the proposal. Abstentions and broker non-votes
will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE SHARE CONSOLIDATION.
PROPOSAL NO. 2
ADOPTION OF THE AMENDED M&A
The Board of Directors deems it advisable and is recommending that
our shareholders approve and adopt, by a special resolution, the Amended M&A.
The resolution to be proposed shall be as follows:
It is resolved, as a special resolution,
that subject to and immediately following a Share Consolidation being effected, the Company adopt an amended and restated memorandum
and articles of association in substitution for, and to the exclusion of, the Company’s then existing memorandum and articles
of association, to reflect the relevant Share Consolidation (if and to the extent effected).
Proposal No. 2 will be approved as a special resolution, meaning that
the proposal will be approved if a majority of not less than two-thirds of the total votes properly cast in person or by proxy at the
Meeting by the holders of ordinary shares of the Company entitled to vote at the Meeting vote “FOR” the proposal. Abstentions
and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE ADOPTION OF THE AMENDED M&A.
PROPOSAL NO. 3
ADJOURNMENT
The Board of Directors directed that there be submitted to the shareholders
of the Company for approval, as an ordinary resolution, the adjournment of the Meeting to a later date or dates or sine die, if necessary,
permission of further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise
in connection with, the approval of the foregoing proposals.
The resolution to be proposed shall be as follows:
It is resolved, as an ordinary resolution,
to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at
the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing
proposals.
Proposal No. 3 will be approved as an ordinary resolution, meaning
that the proposal will be approved if a simple majority of the total votes properly cast in person or by proxy at the Meeting by the holders
of ordinary shares of the Company entitled to vote at the Meeting vote “FOR” the proposal. Abstentions and broker non-votes
will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
ADJOURNMENT.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be submitted
to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of
proxy to vote the shares they represent as the Board of Directors may recommend.
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By order of the Board of Directors |
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|
| March 10, 2026 |
/s/ Dengyao Jia |
| |
Dengyao Jia |
| |
Chairman of the Board of Directors |
Exhibit 99.2
Lianhe Sowell
International Group Ltd
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
To Be Held on March 25, 2026
THE BOARD RECOMMENDS A VOTE FOR
THE PROPOSALS.
| 1. | It is resolved, as 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 of the Board may determine (the “Effective
Date”): |
| (a) | the authorised, issued, and outstanding shares of the Company (collectively, the
“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 held on 25 March 2026, at the exact consolidation ratio and effective time as the Board may determine in its sole discretion, provided always
that the accumulated consolidation ratio for all such share consolidation(s) (together, the “Share Consolidations”, and
each a “Share Consolidation”) shall not be less than 2:1 nor greater than 3,000:1, 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; |
| (b) | no fractional Shares be issued in connection with the Share
Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon a Share Consolidation,
the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and |
| (c) | any change to the Company’s authorised share capital in connection
with, and as necessary to effect, the 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 Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion. |
| | ___ FOR |
___ AGAINST |
___ ABSTAIN |
| 2. | It is resolved, as a special resolution, that subject to and
immediately following a Share Consolidation being effected, the Company adopt an amended and restated memorandum and articles of association
in substitution for, and to the exclusion of, the Company’s then existing memorandum and articles of association, to reflect the
relevant Share Consolidation (if and to the extent effected). |
| | ___ FOR |
___ AGAINST |
___ ABSTAIN |
| 3. | It is resolved, as an ordinary resolution, to adjourn the Meeting
to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting,
there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals. |
| | ___ FOR |
___ AGAINST |
___ ABSTAIN |
This Proxy is solicited on behalf of the management of Lianhe Sowell
International Group Ltd
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposals described above.
TO VOTE ONLINE: www.Transhare.com
click on Vote Your Proxy
Enter Your Control Number:
TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com
TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616
TO VOTE BY MAIL: Please sign, date and mail to
Proxy Team
Transhare Corporation
17755 US Highway 19 N
Suite 140
Clearwater FL 33764
IMPORTANT: Please date this Proxy and sign exactly as your name
or names appear hereon. If shares are held jointly, both owners must sign. Executors, administrators, trustees, guardians and others signing
in a representative capacity should give their full titles.
| Signature of Shareholder |
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| Signature of Joint Shareholder |
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| Dated: |
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