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  4. [Form 4] Lianhe Sowell International Group Ltd Insider Trading Activity

Lianhe Sowell (LHSW) CEO’s entity buys 2M Class B shares at $0.167

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lianhe Sowell International Group Ltd CEO-linked entity acquires additional Class B shares. Lianyue Holding Limited, which is wholly owned by CEO Zhu Yue and for which Zhu has sole voting and dispositive power, acquired 2,000,000 Class B Ordinary Shares at $0.167 per share under a share subscription agreement with the company and its subsidiary. After this grant/award acquisition, Lianyue Holding indirectly holds 2,400,000 Class B Ordinary Shares and 15,035,000 Class A Ordinary Shares. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at the holder’s option and carries 100 votes, while each Class A Ordinary Share carries 1 vote.

Positive

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Negative

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Insider Zhu Yue
Role CEO
Type Security Shares Price Value
holding Class A Ordinary Shares -- -- --
Grant/Award Class B Ordinary Shares 2,000,000 $0.167 $334K
Holdings After Transaction: Class A Ordinary Shares — 15,035,000 shares (Indirect, By Lianyue Holding Limited); Class B Ordinary Shares — 2,400,000 shares (Indirect, By Lianyue Holding Limited)
Footnotes (1)
  1. Class B Ordinary Shares are convertible into Class A Ordinary Shares at holders' option at any time on a one-to-one basis. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance. Each Class A Ordinary Share entitles to 1 vote and each Class B Ordinary Share entitles to 100 votes. Lianyue Holding Limited ("Lianyue Holding") is a limited liability company incorporated under the British Virgin Islands laws and wholly-owned by Yue Zhu, who has the sole voting and dispositive power with respect to the shares owned by this entity. Lianyue Holding entered into certain share subscription agreement with the Issuer and its subsidiary Shenzhen Sowell Technology Development Co., Ltd, pursuant to which, Lianyue Holding purchased in aggregate of 2,000,000 Class B Ordinary Shares from the Issuer at a per share purchase price of $0.167. The transaction was closed on April 9, 2026.
Class B shares acquired 2,000,000 shares Acquired by Lianyue Holding under share subscription agreement
Purchase price per Class B share $0.167 per share Share subscription agreement for Class B Ordinary Shares
Class B shares held after transaction 2,400,000 shares Indirectly held by Lianyue Holding following acquisition
Class A shares indirectly held 15,035,000 shares Indirect holdings of Class A Ordinary Shares
Class B voting power 100 votes per share Each Class B Ordinary Share voting right
Class A voting power 1 vote per share Each Class A Ordinary Share voting right
Conversion ratio 1:1 Class B to Class A Class B convertible into Class A at holder’s option
Class B Ordinary Shares financial
"Class B Ordinary Shares are convertible into Class A Ordinary Shares at holders' option"
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.
share subscription agreement financial
"Lianyue Holding entered into certain share subscription agreement with the Issuer"
A share subscription agreement is a written contract in which an investor agrees to buy a specific number of a company's shares at an agreed price and under stated conditions. It matters to investors because it spells out who pays what, when shares are issued, and any protections or obligations for both sides—like a detailed purchase order that clarifies ownership, timing and potential dilution risk so investors know exactly how their stake will be created and protected.
voting and dispositive power financial
"Yue Zhu, who has the sole voting and dispositive power with respect to the shares"
convertible financial
"Class B Ordinary Shares are convertible into Class A Ordinary Shares at holders' option"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
indirect ownership financial
"ownership_type": "indirect"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Zhu Yue
(Last)(First)(Middle)
C/O/ 15TH FLOOR, SANNUO SMART BUILDING
NO. 3388 BINHAI AVE, NANSHAN DISTRICT
(Street)
SHANGHAI518000
(City)(State)(Zip)
CHINA
(Country)		2. Issuer Name and Ticker or Trading Symbol
Lianhe Sowell International Group Ltd [ LHSW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class B Ordinary Shares(1)04/09/2025A2,000,000(3)A$0.1672,400,000IBy Lianyue Holding Limited(2)
Class A Ordinary Shares(1)15,035,000IBy Lianyue Holding Limited(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Class B Ordinary Shares are convertible into Class A Ordinary Shares at holders' option at any time on a one-to-one basis. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance. Each Class A Ordinary Share entitles to 1 vote and each Class B Ordinary Share entitles to 100 votes.
2. Lianyue Holding Limited ("Lianyue Holding") is a limited liability company incorporated under the British Virgin Islands laws and wholly-owned by Yue Zhu, who has the sole voting and dispositive power with respect to the shares owned by this entity.
3. Lianyue Holding entered into certain share subscription agreement with the Issuer and its subsidiary Shenzhen Sowell Technology Development Co., Ltd, pursuant to which, Lianyue Holding purchased in aggregate of 2,000,000 Class B Ordinary Shares from the Issuer at a per share purchase price of $0.167. The transaction was closed on April 9, 2026.
/s/ Yue Zhu04/14/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Lianhe Sowell International Group (LHSW) report for Zhu Yue?

Lianhe Sowell reported that Lianyue Holding Limited, an entity wholly owned by CEO Zhu Yue, acquired 2,000,000 Class B Ordinary Shares at $0.167 per share under a share subscription agreement, increasing its indirect Class B holdings to 2,400,000 shares.

How many Lianhe Sowell (LHSW) Class B shares does Lianyue Holding own after this Form 4 filing?

After the reported transaction, Lianyue Holding Limited indirectly owns 2,400,000 Class B Ordinary Shares of Lianhe Sowell, reflecting the addition of 2,000,000 newly acquired Class B shares under the share subscription agreement disclosed in the Form 4 filing.

What price was paid for the new Lianhe Sowell (LHSW) Class B shares?

Lianyue Holding Limited purchased 2,000,000 Lianhe Sowell Class B Ordinary Shares at a per share purchase price of $0.167, as specified in the share subscription agreement between Lianyue Holding, the issuer, and its Shenzhen subsidiary.

What voting rights do Lianhe Sowell (LHSW) Class A and Class B shares carry?

Each Class A Ordinary Share carries 1 vote, while each Class B Ordinary Share carries 100 votes. Class B shares are also convertible into Class A Ordinary Shares on a one-to-one basis at the holder’s option, but Class A shares cannot be converted into Class B.

Who controls the shares held by Lianyue Holding in Lianhe Sowell (LHSW)?

Lianyue Holding Limited is wholly owned by CEO Zhu Yue, who has sole voting and dispositive power over the shares held by this entity. This means Zhu effectively controls how Lianyue Holding votes and disposes of its Lianhe Sowell shares.

How many Lianhe Sowell (LHSW) Class A shares are indirectly held after this filing?

The Form 4 indicates that 15,035,000 Class A Ordinary Shares of Lianhe Sowell are indirectly held through Lianyue Holding Limited. This figure represents indirect ownership attributed to CEO Zhu Yue via his wholly owned entity.