Founder Dengyao Jia controls 36.9% of Lianhe Sowell via BVI entities

Rhea-AI Filing Summary

Lianhe Sowell International Group Ltd reported concentrated insider ownership: related parties and an individual together control 19,180,000 ordinary shares, representing 36.9% of the 52,000,000 shares outstanding used in the filing. Two British Virgin Islands entities, Lianhe Holding Group Limited and Patton Holding Group Limited, hold 15,000,000 and 4,180,000 shares respectively; both holdings are reported as sole voting and sole dispositive power.

The filing discloses the ownership chain: Lianhe Holding Group Limited is wholly owned by Hainan Lianhe Enterprise Management Group Co., Ltd., which is in turn owned 90% by Dengyao Jia and 10% by Hainan Younian Enterprise Management Co., Ltd. The individual named, Dengyao Jia, is reported with sole voting and dispositive power over the combined 19,180,000 shares. This establishes a clear controlling economic and voting interest by the founder/owner through offshore and domestic entities.

Positive

• High insider ownership (36.9%) aligns founders with shareholder value through material personal stake
• Sole voting and dispositive power is clearly disclosed for the reporting entities, improving transparency

Negative

• Concentrated control by one individual (19,180,000 shares) may limit minority shareholder influence
• Ownership held via offshore entities (BVI) creates an additional layer to examine for governance and related-party risk

Insights

Financial Analyst

TL;DR: Significant insider ownership aligns management and shareholders but concentrates control and execution risk.

The disclosed 36.9% aggregate stake, held via two BVI entities and directly, signals strong insider alignment with the company’s equity value, potentially supporting long-term stability. However, concentrated ownership can limit market float and increase the influence of a single decision-maker on strategic and capital-allocation choices. The filing reports sole voting and dispositive power for these holdings, which is material for liquidity and takeover scenarios.

Corporate Governance Expert

TL;DR: Founder control through layered entities raises governance considerations despite alignment incentives.

The ownership structure—an ultimate 90%/10% split of the parent entity and sole control by Dengyao Jia—creates concentrated voting power over 19,180,000 shares. While founder ownership can align interests, the use of offshore holding companies and sole dispositive authority heightens the need for robust minority protections and transparent related-party policies. Investors should note the control concentration when assessing governance risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G5480C104

1

Names of Reporting Persons

Lianhe Holding Group Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 15,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 15,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

28.8 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) Represents 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 limited liability company incorporated in the British Virgin Islands, 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. (2) See Item 4.

SCHEDULE 13G

CUSIP No. G5480C104

1

Names of Reporting Persons

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

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 15,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 15,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

28.8 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (3) Represents 15,000,000 Ordinary Shares directly held by Lianhe Holding Group Limited. (4) See Item 4.

SCHEDULE 13G

CUSIP No. G5480C104

1

Names of Reporting Persons

Patton Holding Group Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,180,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,180,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,180,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.0 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) Represents 4,180,000 Ordinary Shares directly held by Patton Holding Group Limited, a limited liability company incorporated under the British Virgin Islands laws and wholly-owned by Dengyao Jia, who has the voting and dispositive power with respect to the shares owned by this entity. (2) See Item 4.

SCHEDULE 13G

CUSIP No. G5480C104

1

Names of Reporting Persons

Dengyao Jia

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 19,180,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 19,180,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,180,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

36.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Represents (i) 15,000,000 Ordinary Shares directly held by Lianhe Holding Group Limited, and (ii) 4,180,000 Ordinary Shares directly held by Patton Holding Group Limited. (2) See Item 4.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Lianhe Sowell International Group Ltd
(b)	Address of issuer's principal executive offices: 15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, Nanshan District, Shenzhen, China, 518000
Item 2.
(a)	Name of person filing: (i) Lianhe Holding Group Limited (ii) Hainan Lianhe Enterprise Management Group Co., Ltd. (iii) Patten Holding Group Limited (iv) Dengyao Jia
(b)	Address or principal business office or, if none, residence: (i) Sea Meadow House, (P.O. Box 116), Road Town, Tortola, British Virgin Islands (ii) Room 309, S301, 3rd Floor, Building 2, Qiongshan Avenue West Section Resettlement Housing, No. 63-1, Qiongshan Avenue, Lingshan Town, Meilan District, Haikou City, Hainan Province, China (iii) Sea Meadow House, (P.O. Box 116), Road Town, Tortola, British Virgin Islands (iv) Room 309, S301, 3rd Floor, Building 2, Qiongshan Avenue West Section Resettlement Housing, No. 63-1, Qiongshan Avenue, Lingshan Town, Meilan District, Haikou City, Hainan Province, China
(c)	Citizenship: (i) Lianhe Holding Group Limited is a limited liability company incorporated in the British Virgin Islands (ii) Hainan Lianhe Enterprise Management Group Co., Ltd. is a limited liability company incorporated in the People's Republic of China. (iii) Patton Holding Group Limited is a limited liability company incorporated in the British Virgin Islands (iv) Dengyao Jia is a citizen of People's Republic of China.
(d)	Title of class of securities: Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G5480C104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b)	Percent of class: The total number of outstanding Ordinary Shares used to calculate the percent of class is 52,000,000 Ordinary Shares as of the date of this report, as provided by the Company.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Lianhe Holding Group Limited

Signature:	/s/ Dengyao Jia
Name/Title:	Dengyao Jia/Director
Date:	08/11/2025

Hainan Lianhe Enterprise Management Group Co., Ltd.

Signature:	/s/ Dengyao Jia
Name/Title:	Dengyao Jia/Director
Date:	08/11/2025

Patton Holding Group Limited

Signature:	/s/ Dengyao Jia
Name/Title:	Dengyao Jia / Director
Date:	08/11/2025

Dengyao Jia

Signature:	/s/ Dengyao Jia
Name/Title:	Dengyao Jia
Date:	08/11/2025

Exhibit Information

Exhibit No. Title 1 Joint Filing Agreement, dated August 11, 2025

FAQ

How many LHSW shares do insiders report owning?

The filing reports insiders beneficially own 19,180,000 shares, representing 36.9% of the class.

Which entities hold the disclosed LHSW shares?

The shares are held by Lianhe Holding Group Limited (15,000,000) and Patton Holding Group Limited (4,180,000), plus related ownership through Hainan Lianhe Enterprise Management Group Co., Ltd.

Who has voting and dispositive power over the shares?

The filing states sole voting and sole dispositive power for the reported holdings, attributable to Dengyao Jia as controlling shareholder and director.

What percent of the company do the reported shares represent?

The reported aggregate ownership equals 36.9% of the 52,000,000 Ordinary Shares used in the filing's calculation.

How is the ownership chain structured?

Lianhe Holding Group Limited is wholly owned by Hainan Lianhe Enterprise Management Group Co., Ltd., which is owned 90% by Dengyao Jia and 10% by Hainan Younian Enterprise Management Co., Ltd.