Form 6-K Lianhe Sowell Internatio For: Jul 02

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2026

 

Commission File Number 001-42579

 

Lianhe Sowell International Group Ltd

(Translation of registrant’s name into English)

 

RM1502, Sannuo Smart Building,

No. 3388 Binhai Ave, Binhai Community,

Nanshan District, Shenzhen, China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒      Form 40-F ☐

 

 

 

Entry Into Material Definitive Agreements 

 

On June 30, 2026, the Company entered into a share subscription agreement (the “Subscription Agreement”) with Shenzhen Sowell Technology Development Co., Ltd, a subsidiary of the Company, and Lianyue Holding Limited, a British Virgin Islands company, which is wholly owned by the Company’s Chief Executive Officer and Chairman of the board of directors (the “Board”), Yue Zhu (“Affiliate”). Pursuant to the Subscription Agreement, the Affiliate agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Affiliate, an aggregate of 2,400,000 Class B ordinary shares of the Company, par value US$0.0016 per share (“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 of the Company, par value $0.0016 each (“Class A Ordinary Shares”, collectively with Class B Ordinary Shares, the “Ordinary Shares”) for the five (5) trading days immediately preceding the date on which the Board approved the transaction. The gross proceeds from this offering were $396,000. 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.

 

Immediately following the closing of the transaction contemplated by the Subscription Agreement, Yue Zhu, through Lianyue Holding Limited, beneficially owns 939,688 Class A Ordinary Shares and 2,550,000 Class B Ordinary Shares, representing approximately 97.69% of the aggregate voting power of the Company’s outstanding Ordinary Shares.

 

The foregoing summary of the Subscription Agreement is subject to, and qualified in its entirety by, the Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Exhibits

 

Exhibit No.		Description
10.1		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

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Lianhe Sowell International Group Ltd.
Date: July 2, 2026	By:	/s/ Yue Zhu
		Yue Zhu
		Chief Executive Officer and Chairman of the Board of Directors

 

 

ATTACHMENTS / EXHIBITS

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

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