Lianhe Sowell (NASDAQ: LHSW) shareholder concert agreement with Patton Holding rescinded

Rhea-AI Filing Summary

Lianhe Sowell International Group Ltd reports that shareholder Lianyue Holding Limited has informed the company that an Agreement for the Confirmation and Undertaking of Acting-in-Concert with another shareholder, Patton Holding Group Limited, shall be rescinded or deemed void from the beginning, or that Lianyue may decline to act in concert in certain cases under exceptions in the agreement.

Patton Holding is wholly owned and directed by Mr. Dengyao Jia, and Lianyue Holding is wholly owned and directed by Mr. Yue Zhu, who is also the company’s Chief Executive Officer. The original acting-in-concert agreement had previously been furnished as an exhibit in an earlier report.

Insights

Corporate governance analyst

Change in shareholder coordination could modestly affect control dynamics.

The notice that Lianyue Holding considers the acting-in-concert agreement with Patton Holding rescinded, void, or subject to exceptions alters how these two significant shareholders may coordinate voting in the future. This is a governance change rather than an operational or financial event.

The disclosure clarifies that each holding company is controlled by a single individual, Mr. Dengyao Jia and CEO Mr. Yue Zhu, respectively. Any impact on control depends on their respective shareholdings and future voting behavior, which are not detailed here. Subsequent company communications may further describe how shareholder decision-making evolves.

Form 6-K: How Foreign Companies Report to the SEC →

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 March 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 ☐

Rescission of Acting-in-Concert Agreement

Lianhe Sowell International Group Ltd (the “Company”) was informed by a shareholder, Lianyue Holding Limited (“Lianyue Holding”), a British Virgin Islands company, that certain Agreement for the Confirmation and Undertaking of Acting-in-Concert (the “AIC Agreement”) entered into on September 9, 2025 by and between Lianyue Holding and another shareholder, Patton Holding Group Limited (“Patton Holding”), a British Virgin Islands company, shall be rescinded or deemed void ab initio, alternatively Lianyue Holding is entitled to decline to act in concert with Patton Holding if the relevant resolution fall within exceptions provided in the AIC Agreement, following certain advice of the BVI legal counsel of Lianyue Holding, in relation to which advice, privilege is not waived and insofar as it is found to be waived no wider waiver is made nor intended.

As previously disclosed in a Report on Form 6-K filed with the Securities and Exchange Commission on September 10, 2025, Patton Holding is a holding company whose sole director and shareholder is Mr. Dengyao Jia. Lianyue Holding is a holding company whose sole director and shareholder is Mr. Yue Zhu. A copy of the AIC Agreement was furnished as an Exhibit to the Form 6-K previously filed.

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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: March 26, 2026	By:	/s/ Yue Zhu
		Yue Zhu
		Chief Executive Officer

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FAQ

What did Lianhe Sowell International Group Ltd (LHSW) announce in this 6-K?

Lianhe Sowell International Group Ltd reported that shareholder Lianyue Holding Limited considers its acting-in-concert agreement with Patton Holding Group Limited rescinded, void from inception, or subject to exceptions. This changes how the two shareholders may coordinate their voting decisions on company matters.

Who are the shareholders involved in the acting-in-concert change at LHSW?

The change involves Lianyue Holding Limited and Patton Holding Group Limited, both British Virgin Islands companies. Patton Holding is solely owned and directed by Mr. Dengyao Jia, while Lianyue Holding is solely owned and directed by Mr. Yue Zhu, Lianhe Sowell’s Chief Executive Officer.

What is the acting-in-concert agreement referenced by LHSW?

The acting-in-concert agreement is an Agreement for the Confirmation and Undertaking of Acting-in-Concert entered on September 9, 2025 between Lianyue Holding and Patton Holding. It governed how the two shareholders coordinated their actions. A copy had previously been furnished as an exhibit in an earlier report.

How is the acting-in-concert agreement for LHSW shareholders being treated now?

Lianyue Holding informed the company that the agreement shall be rescinded or deemed void ab initio, or that Lianyue can decline to act in concert when resolutions fall within specified exceptions. This means future coordination between the two shareholders may be more limited or discontinued.

What role does LHSW CEO Yue Zhu play in this shareholder development?

Yue Zhu is the sole director and shareholder of Lianyue Holding Limited and also serves as Chief Executive Officer of Lianhe Sowell International Group Ltd. The update indicates a change in how his holding company may coordinate with Patton Holding on shareholder decisions.

When was the LHSW acting-in-concert agreement originally disclosed?

The company previously disclosed the acting-in-concert agreement in a report furnished on September 10, 2025. That earlier report included a copy of the Agreement for the Confirmation and Undertaking of Acting-in-Concert as an exhibit for investors and regulators to review.