CEO-linked entity takes 97.7% stake in Lianhe Sowell

Lianhe Sowell International Group Ltd reports that CEO and chairman Yue Zhu, through British Virgin Islands entity Lianyue Holding Limited, beneficially owns 3,489,688 shares, equal to 97.69% of the company’s equity.

Rhea-AI Filing Summary

Lianhe Sowell International Group Ltd reports that CEO and chairman Yue Zhu, through British Virgin Islands entity Lianyue Holding Limited, beneficially owns 3,489,688 shares, equal to 97.69% of the company’s equity. This total consists of 939,688 Class A Ordinary Shares and 2,550,000 Class B Ordinary Shares.

On June 30, 2026, Lianyue Holding entered into a share subscription agreement to purchase 2,400,000 Class B Ordinary Shares at US$0.165 per share, with the deal approved by the board’s audit committee and issued under Regulation S. As of June 30, 2026, the company had 3,250,033 Class A shares and 187,500 Class B shares outstanding, following a 1-for-16 share consolidation effective June 22, 2026.

Insights

Equity ownership and governance analyst

CEO-linked entity now holds about 97.7% of Lianhe Sowell’s equity via high-vote Class B shares.

The filing shows Yue Zhu, through Lianyue Holding Limited, beneficially owning 3,489,688 shares, or 97.69% of Lianhe Sowell. This includes 2,550,000 Class B Ordinary Shares, each carrying 100 votes, and 939,688 Class A Ordinary Shares, each carrying one vote.

On June 30, 2026, Lianyue Holding subscribed for 2,400,000 Class B shares at US$0.165 per share under a share subscription agreement approved by the board’s audit committee and issued under Regulation S. The company discloses no current plans for major transactions beyond this ownership change, although the reporting persons may consider future actions.

Key Figures

Beneficial ownership: 3,489,688 shares Ownership percentage: 97.69% Subscription shares: 2,400,000 Class B shares +5 more

8 metrics

Beneficial ownership 3,489,688 shares Shares beneficially owned by Yue Zhu and Lianyue Holding

Ownership percentage 97.69% Percent of class represented by 3,489,688 shares

Subscription shares 2,400,000 Class B shares Issued to Lianyue Holding under share subscription agreement

Subscription price US$0.165 per share Purchase price for Class B shares, based on 5-day average Class A price

Class A shares outstanding 3,250,033 shares Class A Ordinary Shares outstanding as of June 30, 2026

Class B shares outstanding 187,500 shares Class B Ordinary Shares outstanding as of June 30, 2026

Share consolidation ratio 1-for-16 Share consolidation effective June 22, 2026

Class B voting power 100 votes per share Voting rights for each Class B Ordinary Share

Key Terms

Class B Ordinary Shares, beneficially owned, Regulation S, share subscription agreement, +1 more

5 terms

Class B Ordinary Shares financial

"Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary 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.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 3,489,688.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Regulation S regulatory

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

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.

share subscription agreement financial

"Lianyue Holding entered into a share subscription agreement (the "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.

share consolidation financial

"reflected the 1-for-16 share consolidation, which was made effective on June 22, 2026."

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

FAQ

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

What ownership stake does Yue Zhu report in Lianhe Sowell (LHSW)?

Yue Zhu, through Lianyue Holding Limited, reports beneficial ownership of 3,489,688 shares, representing 97.69% of Lianhe Sowell’s equity. This combines 939,688 Class A Ordinary Shares and 2,550,000 Class B Ordinary Shares as of June 30, 2026.

What transaction triggered this Schedule 13D/A for Lianhe Sowell (LHSW)?

The filing centers on a share subscription agreement dated June 30, 2026. Lianyue Holding Limited agreed to purchase 2,400,000 Class B Ordinary Shares from Lianhe Sowell, with the transaction approved by the audit committee and closed the same day.

At what price were the new Class B shares issued to Lianyue Holding?

Lianyue Holding bought the 2,400,000 Class B Ordinary Shares at US$0.165 per share. This price equals the average closing price of Lianhe Sowell’s Class A Ordinary Shares over the five trading days before the board approved the transaction.

How many Class A and Class B shares of Lianhe Sowell are outstanding?

As of June 30, 2026, Lianhe Sowell had 3,250,033 Class A Ordinary Shares and 187,500 Class B Ordinary Shares outstanding. These figures reflect a 1-for-16 share consolidation effective June 22, 2026.

What is the voting difference between Class A and Class B shares of LHSW?

Each Class B Ordinary Share carries 100 votes, while each Class A Ordinary Share carries one vote. Class B shares can convert into Class A shares one-for-one at the holder’s option; Class A shares are not convertible into Class B shares.

Was the Lianyue Holding share subscription approved by Lianhe Sowell’s board?

Yes. The entry into the share subscription agreement and the closing of the transaction were approved and ratified by Lianhe Sowell’s audit committee of the board of directors. The shares were issued in accordance with Regulation S under the Securities Act of 1933.

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

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Lianhe Sowell International Group Ltd

(Name of Issuer)

Class A Ordinary Shares, par value $0.0016 per share

(Title of Class of Securities)

G5480C112

(CUSIP Number)

C/O Mr. Yue Zhu
15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Nanshan District
Shenzhen, F4, 518000
86-400-616-9629

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G5480C112

1

Name of reporting person

Yue Zhu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,489,688.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,489,688.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,489,688.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

97.69 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 7, 9 and 11: The authorized share capital of the Issuer includes Class A Ordinary Shares and Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 100 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one (1) vote. The number of Class A Ordinary Shares and Class B Ordinary shares in this form reflected the 1-for-16 share consolidation, which was made effective on June 22, 2026. The numbers in these rows represent 939,688 Class A Ordinary Shares and 2,550,000 Class B Ordinary Shares of the Issuer held by Lianyue Holding Limited ("Lianyue Holding"), which is a British Virgin Islands company wholly owned by Mr. Zhu. Mr. Zhu is deemed to have voting, dispositive or investment powers over Lianyue Holding. Row 13: Based on 3,250,033 Class A Ordinary Shares outstanding and 187,500 Class B Ordinary Shares outstanding as of June 30, 2026.

SCHEDULE 13D

CUSIP Number(s): G5480C112

1

Name of reporting person

Lianyue Holding Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,489,688.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,489,688.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,489,688.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

97.69 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 7, 9 and 11: The authorized share capital of the Issuer includes Class A Ordinary Shares and Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Ordinary Share is entitled to 100 votes on all matters subject to vote at general meetings of the Issuer, whereas each Class A Ordinary Share is entitled to one (1) vote. The numbers in these rows represent 939,688 Class A Ordinary Shares and 2,550,000 Class B Ordinary Shares of the Issuer held by Lianyue Holding Limited ("Lianyue Holding"), which is a British Virgin Islands company wholly owned by Mr. Zhu. Mr. Zhu is deemed to have voting, dispositive or investment powers over Lianyue Holding. Row 13: Based on 3,250,033 Class A Ordinary Shares outstanding and 187,500 Class B Ordinary Shares outstanding as of June 30, 2026

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.0016 per share
(b)	Name of Issuer: Lianhe Sowell International Group Ltd
(c)	Address of Issuer's Principal Executive Offices: 15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, N, Shenzhen, CHINA , 518000.
Item 2.	Identity and Background
(a)	This Schedule is being filed by the following persons (each a "Reporting Person" and, collectively the "Reporting Persons"): (i) Mr. Zhu, a PRC citizen, CEO and Chairman of the Issuer; (iii) Lianhe Holding, a British Virgin Islands (BVI) company.
(b)	Each of Reporting Persons has the business address of with its address being c/o Lianhe Sowell International Group Ltd, 15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, Nanshan District, Shenzhen, China.
(c)	See (a).
(d)	None.
(e)	None.
(f)	See (a).
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	On June 30, 2026, Lianyue Holding entered into a share subscription agreement (the "Subscription Agreement") with the Issuer and Shenzhen Sowell Technology Development Co., Ltd, a subsidiary of the Issuer. Pursuant to the Subscription Agreement, the Company issue and sold to Lianyue Holding an aggregate of 2,400,000 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 for the five (5) trading days immediately preceding the date on which the board of directors of the Issuer (the "Board") approved the transaction. 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. Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, as amended; or (j) any action similar to any of those enumerated above. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) in the preceding paragraph.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Rows 1-4 and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(b)	The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)	The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(d)	The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement dated July 2, 2026 by and between the Reporting Persons Exhibit 2: 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 (incorporation by reference to Exhibit 10.1 to the Form 6-K of Lianhe Sowell International Group Ltd filed with the Commission on July 2, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Yue Zhu

Signature:	/s/ Yue Zhu
Name/Title:	Yue Zhu
Date:	07/02/2026

Lianyue Holding Limited

Signature:	/s/ Yue Zhu
Name/Title:	Yue Zhu/ Director of Lianyue Holding Limited
Date:	07/02/2026