| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 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, 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"), each of which 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: (i) Mr. Jia, a PRC citizen, resident and Chairman and director of the Issuer; (ii) Mr. Zhu, a PRC citizen, resident and CEO and director of the Issuer; (iii) Lianhe Holding, a British Virgin Islands (BVI) company; (iv) Patton Holding, a BVI company; (v) Lianyue Holding, a BVI company; (vi) Hainan Lianhe Enterprise Management Group Co., Ltd., a PRC 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 September 4, 2025, Patton Holding and Lianyue Holding entered into an agreement for the Confirmation and Undertaking of Acting-in-Concert (the "Acting-in-Concert Agreement"), pursuant to which, from the time of the agreement until the earlier of (a) the termination of the agreement by the parties in writing or (b) Patton Holding's cessation as a shareholder of the Issuer, the parties thereto agree to (x) vote as a group on an unanimous basis in matters requiring shareholder votes relating to the financials, operational and management matters of the Issuer or its subsidiaries after consensus is reached between the parties; (y) in the absence of a consensus, Lianyue Holding shall vote in accordance with the voting direction of Patton Holding, unless the voting direction would be illegal, violates the Issuer's charter, or would fundamentally impairs the interests of Lianyue Holding or other shareholders; and (z) Patton Holding be delegated with the authority as the agent to vote on behalf of the group. The arrangements provided in the AIC Agreement shall be collectively referred to as the "AIC Arrangements".
Pursuant to the foregoing, a "group" within the meaning of Section 13(d)(3) of the Act has been formed among the parties to the AIC Agreement, Mr. Jia, as director and shareholder of Patton Holding, and Mr. Zhu, as director and shareholder of Lianyue Holding. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons (as defined below) that any of them is the beneficial owner of any of the Ordinary Shares beneficially owned in the aggregate by other members of the "group" and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. 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 of directors (the "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 Items 1-4 and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. As a result of the AIC Arrangements, a "group" within the meaning of Section 13(d)(3) of the Act may be deemed to be formed among the parties to the AIC Agreement, Mr. Jia, as director and shareholder of Patton Holding, and Mr. Zhu, as director and shareholder of Lianyue Holding. As a result, the group may be deemed to have acquired beneficial ownership of all the Ordinary Shares beneficially owned by each member of the "group". As such, the group may be deemed to beneficially own in the aggregate 34,215,000 Ordinary Shares, which represents approximately 65.8% of the total outstanding Ordinary Shares. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Shares beneficially owned in the aggregate by other members of the "group" and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. |
| (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) | 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 |
| 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. |
| | 7.1 Joint Filing Agreement, dated September 10, 2025.
10.1 Acting In Concert Confirmation and Undertaking Agreement, by and between Patton Holding Group Limited and Lianyue Holding Limited, dated September 9, 2025. |
