LHSW Schedule 13D: Shareholders May Control 65.8% via Voting Pact

Lianhe Sowell International Group Ltd filing discloses that certain insiders and affiliated entities have entered into an "Acting-in-Concert" agreement to coordinate voting.

Rhea-AI Filing Summary

Lianhe Sowell International Group Ltd filing discloses that certain insiders and affiliated entities have entered into an "Acting-in-Concert" agreement to coordinate voting. Under the arrangement, Patton Holding and Lianyue Holding agree to vote as a group on financial, operational and management matters, with Patton Holding delegated authority to vote for the group in specified circumstances. Collectively, the parties may be deemed to beneficially own 34,215,000 Ordinary Shares, representing approximately 65.8% of the outstanding class. Individual holdings reported include 15,000,000 shares (28.8%) held by Lianhe Holding and 4,180,000 shares (8.0%) held by Patton Holding; Lianyue Holding holds 15,035,000 shares (28.8%). The filing states no present plans for transactions such as mergers, asset sales, charter changes, or board changes, but notes the parties may formulate other plans in the future.

Positive

• Documented coordination: The Acting-in-Concert Agreement explicitly sets out voting coordination and delegation terms.
• Clear ownership disclosure: The filing specifies exact share counts and percentages for each reporting person, including an aggregate 65.8% figure.

Negative

• Concentration of control: The parties may be deemed to beneficially own 65.8% of outstanding Ordinary Shares, which centralizes voting power.
• Potential minority influence reduced: With a majority-aligned group, other shareholders may have limited ability to affect voted matters covered by the agreement.

Insights

Corporate Governance Expert

TL;DR: An agreement creates a coordinated shareholder group controlling a majority stake, centralizing voting authority.

The Acting-in-Concert Agreement formalizes collective voting among Patton Holding and Lianyue Holding and delegates voting authority to Patton Holding in certain cases, establishing a group that may be deemed to beneficially own 65.8% of outstanding Ordinary Shares. This concentration of voting shares is material for governance because it effectively determines shareholder votes on financial, operational and management matters identified in the agreement. The filing expressly disclaims admission of beneficial ownership by the participants, but the arrangement and delegated authority are documented in the filing and filed exhibits.

Securities/Investor Relations Analyst

TL;DR: Documented shareholder coordination creates a majority-aligned block with clear voting mechanics and disclosed share counts.

The Schedule 13D reports specific share counts for reporting persons: Lianhe Holding 15,000,000 shares (28.8%), Lianyue Holding 15,035,000 shares (28.8%), and Patton Holding 4,180,000 shares (8.0%), yielding an aggregate potentially controlled stake of 34,215,000 shares (65.8%). The filing clarifies that the agreement covers voting on financial, operational and management matters and includes delegation terms. For investors and counterparties, these are material ownership and governance facts explicitly disclosed in the Schedule 13D.

FAQ

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

What is the Acting-in-Concert Agreement disclosed in the LHSW Schedule 13D?

Answer: It is an agreement between Patton Holding and Lianyue Holding to vote as a group on financial, operational and management matters, with Patton Holding delegated authority to vote on behalf of the group in certain situations.

How many shares does the reported group potentially control in Lianhe Sowell (LHSW)?

Answer: The filing states the group may be deemed to beneficially own 34,215,000 Ordinary Shares, representing approximately 65.8% of the class.

What are the individual holdings disclosed for major reporting persons in the filing?

Answer: Lianhe Holding: 15,000,000 shares (28.8%); Lianyue Holding: 15,035,000 shares (28.8%); Patton Holding: 4,180,000 shares (8.0%); aggregate for reporting person Dengyao Jia: 19,180,000 shares (36.9%).

Does the filing state plans to change the board, capital structure, or pursue major transactions?

Answer: The filing expressly states that, except as set forth, none of the Reporting Persons currently has plans or proposals to effect changes such as board changes, mergers, material asset sales, charter amendments, or delisting.

Do the reporting persons admit beneficial ownership of the aggregate group holdings?

Answer: No. The filing states that neither the Schedule 13D nor its contents shall be deemed an admission that any Reporting Person is the beneficial owner of the shares owned by other group members and expressly disclaims such beneficial ownership for purposes of Section 13(d).

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

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Accepted by SEC EDGAR 09/10/2025 - 04:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Lianhe Sowell International Group Ltd

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G5480C104

(CUSIP Number)

I/C/O Mr. Dengyao Jia
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)

09/09/2025

(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).

SCHEDULE 13D

CUSIP No. G5480C104

1

Name of reporting person

Dengyao Jia

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 19,180,000.00
8	Shared Voting Power 15,035,000.00
9	Sole Dispositive Power 19,180,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

19,180,000.00

12

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

13

Percent of class represented by amount in Row (11)

36.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 7, 9, 11 and 13: Represents (x) 15,000,000 ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of Lianhe Sowell International Group Ltd (the "Issuer") directly held by Lianhe Holding Group Limited, a British Virgin Islands company ("Lianhe Holding"), which is wholly owned by Hainan Lianhe Enterprise Management Group Co., Ltd., a limited liability company incorporated under the laws of the PRC. Hainan Lianhe Enterprise Management Group Co., Ltd. is owned by Dengyao Jia (90%) and Hainan Younian Enterprise Management Co., Ltd. (10%), a limited liability company incorporated under the laws of the PRC. As the controlling shareholder and sole director of Lianhe Holding Group Limited, Dengyao Jia is deemed to have the voting and dispositive power with respect to the shares owned by this entity.; (y) 4,180,000 Ordinary Shares of the Issuer directly held by Patton Holding Group Limited, a British Virgin Islands company ("Patton Holding"), which is wholly owned by Mr. Jia, resulting in Mr. Jia being deemed to have voting, dispositive or investment powers over Patton Holding. Row 8 Represents15,035,000 Ordinary Shares directly held by Lianyue Holding Limited, a British Virgin Islands company ("Lianyue Holding"), for which Mr. Jia has shared voting power pursuant to the AIC Arrangements described below. On September 9, 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 Company, 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 Company 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, subject to certain exceptions, including if the voting direction would fundamentally impair the interests of Lianyue Holding or other shareholders of the Company; and (z) Patton Holding be delegated with the authority as the agent to vote on behalf of Lianyue Holding. Pursuant to the foregoing, a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"), has been formed among Patton Holding, Lianyue Holding, Mr. Jia, as the person who has voting, dispositive and investment power over Patton, and Mr. Yue Zhu ("Mr. Zhu"), who is the sole shareholder and director of Lianyue Holding and who is deemed to have voting, dispositive or investment powers over Lianyue Holding (together with Patton Holding, the "Shareholders"). The foregoing arrangements shall be collectively referred as the "AIC Arrangements". Mr. Jia disclaims beneficial ownership of any of the Ordinary Shares beneficially owned in the aggregate by the "group" or by their respective affiliates (including any Ordinary Shares held by the Shareholders) for purposes of Section 13(d) of the Act or for any other purpose.

SCHEDULE 13D

CUSIP No. G5480C104

1

Name of reporting person

Lianhe Holding Group 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 15,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,000,000.00

12

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

13

Percent of class represented by amount in Row (11)

28.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 7, 9, 11 and 13: Represents (x) 15,000,000 Ordinary Shares of the Issuer directly held by Lianhe Holding. Mr. Jia is deemed to have voting, dispositive or investment powers over Lianhe Holding.

SCHEDULE 13D

CUSIP No. G5480C104

1

Name of reporting person

Hainan Lianhe Enterprise Management Group Co., Ltd.

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 15,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 15,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,000,000.00

12

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

13

Percent of class represented by amount in Row (11)

28.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 7, 9, 11 and 13: Represents (x) 15,000,000 Ordinary Shares of the Issuer directly held by Lianhe Holding. Mr. Jia is deemed to have voting, dispositive or investment powers over Lianhe Holding.

SCHEDULE 13D

CUSIP No. G5480C104

1

Name of reporting person

Patton Holding Group 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 4,180,000.00
8	Shared Voting Power 15,035,000.00
9	Sole Dispositive Power 4,180,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,180,000.00

12

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

13

Percent of class represented by amount in Row (11)

8.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 7, 9, 11 and 13: Represents 4,180,000 Ordinary Shares of the Issuer directly held by Patton Holding, which is wholly owned by Mr. Jia. Row 8 Represents: 15,035,000 Ordinary Shares directly held by Lianyue Holding, for which Patton Holding has shared voting power pursuant to the AIC Arrangements described above.

SCHEDULE 13D

CUSIP No. G5480C104

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 0.00
8	Shared Voting Power 15,035,000.00
9	Sole Dispositive Power 15,035,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,035,000.00

12

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

13

Percent of class represented by amount in Row (11)

28.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 8, 9, 11 and 13: Represents 15,035,000 Ordinary Shares of the Issuer directly held by Lianyue Holding, which is wholly owned by Mr. Zhu.

SCHEDULE 13D

CUSIP No. G5480C104

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 0.00
8	Shared Voting Power 15,035,000.00
9	Sole Dispositive Power 15,035,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

15,035,000.00

12

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

13

Percent of class represented by amount in Row (11)

28.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 8, 9, 11 and 13: Represents 15,035,000 Ordinary Shares of the Issuer directly held by Lianyue Holding, which is wholly owned by Mr. Zhu.

SCHEDULE 13D

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.

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.

Dengyao Jia

Signature:	/s/ Dengyao Jia
Name/Title:	Dengyao Jia
Date:	09/10/2025

Lianhe Holding Group Limited

Signature:	/s/ Dengyao Jia
Name/Title:	Dengyao Jia, Director
Date:	09/10/2025

Hainan Lianhe Enterprise Management Group Co., Ltd.

Signature:	/s/ Dengyao Jia
Name/Title:	Dengyao Jia, director
Date:	09/10/2025

Patton Holding Group Limited

Signature:	/s/ Dengyao Jia
Name/Title:	Dengyao Jia, director
Date:	09/10/2025

Yue Zhu

Signature:	/s/ Yue Zhu
Name/Title:	Yue Zhu
Date:	09/10/2025

Lianyue Holding Limited

Signature:	/s/ Yue Zhu
Name/Title:	Yue Zhu, director
Date:	09/10/2025