索威尔美股招股说明书(2025-04-04版)

This is the initial public offering on a firm commitment basis of2,000,000 ordinaryshares,par value$0.0001 per share(each,an“Ordinary Share,”collectively,the“OrdinaryShares”),of Lianhe Sowell International Group Ltd(the“Company,”“Sowell,” or “we”), a Cayman Islands exempted company with limited liability whoseprincipalplace of business is in the People’s Republic of China(“China”or the“PRC”). The initial public offering price is $4.00 per Ordinary Share. Prior to thisoffering,there has been no public market for our Ordinary Shares.We have receivedtheapproval letter from The Nasdaq Stock Market LLC(Nasdaq)to list our OrdinaryShares on the Nasdaq Capital Market under the symbol “LHSW”. Weare an“emerging growth company”as defined in the Jumpstart Our BusinessActof2012,as amended,and,as such,will be subject to reduced public companyreporting requirements. LianheSowell International Group Ltd,which we refer to as“Sowell,”the“Company,”or“Cayman Islands holding company,”is a holding company with nomaterialoperations of its own,and conducts substantially all of its operationsthroughLianhe Sowell Precision Machine(Shenzhen)Co.,Ltd.(“Sowell PrecisionShenzhen”),Lianhe Sowell Precision Machine(Hangzhou)Co.,Ltd.(“Sowell PrecisionHangzhou”),Shenzhen Sowell Technology Development Co.,Ltd.(“Shenzhen Sowell”),andsubsidiaries of Shenzhen Sowell,including Hezhi Rongtong(Shenzhen)TechnologyCo.,Ltd.(“Hezhi Rongtong”),Shenzhen Sowell Digital Energy Technology Co.,Ltd.(“Shenzhen Sowell Digital”), Shenzhen Aiyin Digital Technology Co., Ltd. (“ShenzhenAiyin”),Suzhou Sowell Vision Technology Co.,Ltd.(“Suzhou Sowell”),and AnhuiLianhe Sowell Technology Co., Ltd. (“Anhui Sowell”), which we collectively refer toas“PRC subsidiaries,“PRC operating entities,” or“PRC operating subsidiaries.”The Ordinary Shares offered in this offering are shares of Sowell, our Cayman Islandsholdingcompany,instead of shares of any PRC operating entities.Investors in ourOrdinaryShares should be aware that they may never hold equity interests in any PRCoperating entities. Weindirectly hold 100%equity interestsinShenzhen Sowell,through our BVIsubsidiary, Lianhe Sowell International Holding Group Ltd., which we will refer to as“SowellBVI,”and our HongKongsubsidiary,Lianhe Sowell International GroupLimited,which we will refer to as“Sowell HK,”and two other PRC subsidiaries,LianheSowell International Holdings(Hangzhou)Co.,Ltd.,which we refer to as“SowellHangzhou”,and Lianhe Sowell International Holdings(Shenzhen)Co.,Ltd.,whichwe refer to as“Sowell International”.Sowell Hangzhou holds 100%equityinterestsin Shenzhen Sowell and Sowell Precision Hangzhou.Sowell Internationalholds83%equity interests in Sowell Precision Shenzhen.For more details,see“CorporateHistory and Structures” on page 77 of this prospectus.We do not have avariableinterest entity structure.Each of the PRC operating entities was organizedin the PRC and their operations are governed by the PRC laws. ThePRC government recently initiated a series of regulatory actions and made anumberof public statements on the regulation of business operations in China,includingcracking down on illegal activities in the securities market,enhancingsupervisionover China-based companies listed overseas using a variable interestentity structure, adopting new measures to extend the scope of cybersecurity reviews,andexpanding efforts in anti-monopoly enforcement.On February 17,2023,the ChinaSecuritiesRegulatory Commission(the“CSRC”)issued the Trial AdministrativeMeasuresof Overseas Securities Offering and Listing by Domestic Companies(the“TrialAdministrative Measures”)and relevant supporting guidelines(collectivelywiththe Trial Administrative Measures,the“New Administrative Rules RegardingOverseas Listings”), which came into effect on March31, 2023. According to the NewAdministrativeRules Regarding Overseas Listings,among other things,a domesticcompanyin the PRC that seeks to offer and list securities in overseas markets shallfulfillthe filing procedure with the CSRC as per requirement of the TrialAdministrativeMeasures.Where a domestic company seeks to indirectly offer and listsecurities in overseas markets, the issuer shall designate a major domestic operatingentity, which shall, as the domestic responsible entity, file with the CSRC.Initialpublicofferings or listings in overseas markets shall be filed with the CSRC within3workingdaysafter the relevant application is submitted overseas.Further,anoverseas securities company that serves as a sponsor or lead underwriter for overseassecurities offering and listing by domestic companies shall file with the CSRC within 10working days after signing its first engagement agreement for such business,andsubmitto the CSRC,no later than January31each year,an annual report on itsbusiness activities in the previous year Table of Contents associatedwith overseas securities offering and listing by domestic companies.OurPRCcounsel,Guangdong Zhuojian Law Firm,has advised us that,based