Lianhe Sowell insider buys 2M new shares

Rhea-AI Filing Summary

Lianhe Sowell International Group Ltd clarified that, as a Cayman Islands foreign private issuer, it uses Nasdaq’s home country rule exemption to opt out of holding an annual shareholder meeting under Nasdaq Rule 5620(a), in addition to a previously disclosed exemption from Rule 5635. The company also entered a related-party share subscription with an entity wholly owned by its Chief Executive Officer and Chairman, Yue Zhu. That affiliate bought 2,000,000 Class B ordinary shares at US$0.167 per share under Regulation S, providing gross proceeds of US$334,000. After closing, Yue Zhu beneficially owns 15,035,000 Class A ordinary shares and 2,400,000 Class B ordinary shares, together representing about 72.45% of the company’s total voting power.

Insights

Corporate governance and capital structure analyst

Filing combines governance exemptions with a small, insider-led equity raise.

The company confirms it uses the Nasdaq home country rule exemption, following Cayman Islands practices instead of certain U.S. requirements, including annual shareholder meetings and specific shareholder approval rules. This entrenches a governance framework closer to its home jurisdiction than to typical U.S. domestic standards.

The related-party subscription adds 2,000,000 Class B shares at US$0.167 each for gross proceeds of US$334,000. Because this is a transaction with an affiliate controlled by the CEO and Chairman, audit committee approval and pricing at the recent average Nasdaq trading price are important safeguards.

Following the deal, Yue Zhu controls roughly 72.45% of aggregate voting power through 15,035,000 Class A and 2,400,000 Class B shares as of April 9, 2026. This confirms that public investors hold a minority voting position while the founder retains effective control, which shapes how future corporate decisions are made.

Key Figures

Class B shares issued: 2,000,000 shares Subscription price per share: US$0.167 per share Gross proceeds from subscription: US$334,000 +4 more

7 metrics

Class B shares issued 2,000,000 shares Subscription Agreement dated April 7, 2026

Subscription price per share US$0.167 per share Average Class A closing price over prior 5 trading days

Gross proceeds from subscription US$334,000 2,000,000 Class B shares at US$0.167 each

Class A shares beneficially owned by CEO 15,035,000 shares Immediately following April 9, 2026 closing

Class B shares beneficially owned by CEO 2,400,000 shares Immediately following April 9, 2026 closing

Aggregate voting power held by CEO 72.45% Post-transaction voting power in outstanding ordinary shares

Nasdaq governance rule exemptions Rules 5620(a) and 5635 Home country rule exemption for Cayman Islands practices

Key Terms

home country rule exemption, Nasdaq Rules 5620, Regulation S, material definitive agreements, +2 more

6 terms

home country rule exemption regulatory

"pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3)"

Nasdaq Rules 5620 regulatory

"to clarify the home country rule exemption disclosure... in reference to Nasdaq Rules 5620"

Regulation S regulatory

"The 2,000,000 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.

material definitive agreements regulatory

"Entry Into Material Definitive Agreements On April 7, 2026, the Company entered into a share subscription agreement"

Class B ordinary shares financial

"to issue and sell to the Affiliate, an aggregate of 2,000,000 Class B ordinary shares of the Company"

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.

foreign private issuer regulatory

"As a foreign private issuer, the Company is permitted... to follow the practices of its home country"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How does Lianhe Sowell (LHSW) use Nasdaq’s home country rule exemption?

Lianhe Sowell applies Nasdaq’s home country rule exemption to follow Cayman Islands governance practices. It elected exemptions from Nasdaq Rules 5620(a) on annual meetings and 5635 on certain shareholder approvals, while stating that other governance practices are not materially different from typical Nasdaq-listed U.S. companies.

What related-party share deal did Lianhe Sowell (LHSW) complete in April 2026?

On April 7, 2026, a CEO-controlled affiliate agreed to buy 2,000,000 Class B ordinary shares from Lianhe Sowell. The shares were priced at US$0.167 each, matching the five-day average Class A closing price, and closed on April 9, 2026, under Regulation S.

How much cash did Lianhe Sowell (LHSW) raise from the new Class B shares?

The company raised gross proceeds of US$334,000 from issuing 2,000,000 Class B ordinary shares at US$0.167 per share. This capital came from a related-party subscription by Lianyue Holding Limited, an entity wholly owned by Chief Executive Officer and Chairman Yue Zhu.

What is Yue Zhu’s voting power in Lianhe Sowell (LHSW) after the subscription?

After the transaction, Yue Zhu, through Lianyue Holding Limited, beneficially owns 15,035,000 Class A and 2,400,000 Class B ordinary shares. Together, these holdings represent approximately 72.45% of the aggregate voting power of Lianhe Sowell’s outstanding ordinary shares.

How were the new Lianhe Sowell (LHSW) Class B shares priced in the April 2026 deal?

The 2,000,000 new Class B ordinary shares were priced at US$0.167 per share. This price reflects the average closing price of Lianhe Sowell’s Class A ordinary shares on Nasdaq.com over the five trading days immediately preceding the board’s approval of the transaction.

What approvals did the Lianhe Sowell (LHSW) related-party share subscription receive?

The share subscription agreement involving the CEO’s affiliate was approved and ratified by Lianhe Sowell’s audit committee on April 7, 2026. This committee-level approval is highlighted alongside the board’s authorization for issuing 2,000,000 Class B ordinary shares under Regulation S.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 04/14/2026 - 06:45 PM Learn about SEC filing dates

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 April 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 ☐

Corporate Governance

This current report on Form 6-K is being filed to clarify the home country rule exemption disclosure in Lianhe Sowell International Group Ltd’s (the “Company”) Annual Report on Form 20-F for the fiscal year ended March 31, 2025, specifically, in reference to Nasdaq Rules 5620.

As a foreign private issuer, the Company is permitted, in lieu of certain requirements of the NASDAQ Stock Market Marketplace Rules (the “Nasdaq Rules”) and subject to certain exceptions, to follow the practices of its home country, which for the purpose of such rules is the Cayman Islands, pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3).

The Company elected to be exempt from the requirements under Nasdaq Rules 5620 (a), which requires that each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end.

Except for the foregoing and as previously disclosed in a Report on Form 6-K filed with the Securities and Exchange Commission on March 26, 2026, that the Company elected to be exempt from the requirements under Nasdaq Rules 5635, there are no material differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.

Entry Into Material Definitive Agreements 

On April 7, 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 2,000,000 Class B ordinary shares of the Company, par value US$0.0001 per share (“Class B Ordinary Shares”), for a purchase price of US$0.167 per share, representing the average closing price, as reported on Nasdaq.com, of the Class A ordinary shares of the Company, par value $0.0001 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 $334,000. The 2,000,000 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 April 9, 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 on April 7, 2026.

Immediately following the closing of the transaction contemplated by the Subscription Agreement, Yue Zhu, through Lianyue Holding Limited, beneficially owns 15,035,000 Class A Ordinary Shares and 2,400,000 Class B Ordinary Shares, representing approximately 72.45% 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.

1

Exhibits

Exhibit No.		Description
10.1		Share Subscription Agreement dated April 7, 2026, by and among Lianhe Sowell International Group Ltd, Shenzhen Sowell Technology Development Co., Ltd and Lianyue Holding Limited

2

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: April 14, 2026	By:	/s/ Yue Zhu
		Yue Zhu
		Chief Executive Officer and Chairman of the Board of Directors

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SHARE SUBSCRIPTION AGREEMENT DATED APRIL 7, 2026, BY AND AMONG LIANHE SOWELL INT 81.8 KB