PROXY STATEMENT
The Board (the “Board”) of Lianhe Sowell International Group Ltd (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “Meeting”) of the Company to be held on May 28, 2026, at 10 p.m. Eastern Time (or May 29, 2026, at 10 a.m. (local time), in a hybrid-meeting format. In-person participants will be able to attend the Meeting at 15th Floor, Sannuo Smart Building, No. 3388 Binhai Ave, Binhai Community, Nanshan District, Shenzhen, China. Shareholders will have an equal opportunity to participate at the Meeting and engage with the directors, management, and other shareholders of the Company online, regardless of their geographic location.
Only holders of the Shares (as defined below) of record at the close of business on May 7, 2026 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. One or more shareholders holding Shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to all Shares in issue and entitled to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorised representative, shall be a quorum. When counting the quorum and for the purpose of passing resolutions at the Meeting, each issued and outstanding Class A ordinary share of par value of US$0.0001 (the “Class A Ordinary Shares”) in the capital of the Company has one vote and each issued and outstanding Class B ordinary share of par value of US$0.0001 (the “Class B Ordinary Shares”) in the capital of the Company has one-hundred votes.
Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company.Each holder of the Company’s Class A Ordinary Shares shall be entitled to one vote in respect of each Class A Ordinary Share held by such holder on the Record Date. Each holder of the Company’s Class B Ordinary Shares shall be entitled to one-hundred votes in respect of each Class B Ordinary Share held by such holder on the Record Date.
| 1. | Proposal No.1 – First Share Consolidation Proposal: to consider and, if thought fit, pass the following ordinary resolution: |
It is resolved, as an ordinary resolution, that
| 2 | with effect as of the date of this resolution: |
| (a) | the authorised, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated by consolidating: |
| (i) | every 16 Class A Ordinary Shares with a par value of US$0.0001 each into one Class A Ordinary Share with a par value of US$0.0016 each; and |
| (ii) | every 16 Class B Ordinary Shares with a par value of US$0.0001 each into one Class B ordinary Share with a par value of US$0.0016 each, |
with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “First Share Consolidation”, together with the Future Share Consolidations, the “Share Consolidations”);
| (b) | as a result of the First Share Consolidation, the authorised share capital of the Company be amended from US$50,000.00 divided into 450,000,000 Class A Ordinary Shares with a par value of US$0.0001 each and 50,000,000 Class B Ordinary Shares with a par value of US$0.0001 each to US$50,000.00 divided into 28,125,000 Class A Ordinary Shares with a par value of US$0.0016 each and 3,125,000 Class B Ordinary Shares with a par value of US$0.0016 each; and |
| (c) | no fractional Shares be issued in connection with the First Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the First Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and |
| 2 | any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the First Share Consolidation, if and when deemed advisable by the Board in its sole discretion. |
| 2. | Proposal No.2 – Share Capital Increase Proposal: to consider and, if thought fit, pass the following ordinary resolution: |
It is resolved, as an ordinary resolution, that subject to and immediately following the First Share Consolidation being approved by shareholders and effected, the Company’s authorised share capital be increased from US$50,000.00 divided into 28,125,000 Class A Ordinary Shares with a par value of US$0.0016 each and 3,125,000 Class B Ordinary Shares with a par value of US$0.0016 each to US$80,000,000 divided into 45,000,000,000 Class A Ordinary Shares with a par value of US$0.0016 each and 5,000,000,000 Class B Ordinary Shares with a par value of US$0.0016 each (the “Share Capital Increase”).
| 3. | Proposal No.3 - A&R M&A Proposal: to consider and, if thought fit, pass the following special resolution: |
It is resolved, as a special resolution, that subject to and immediately following the First Share Consolidation and the Share Capital Increase being effected, the Company adopting an amended and restated Memorandum and Articles of Association (the “A&R M&A”) in the form as set forth in Annex A in substitution for, and to the exclusion of, the Company’s existing Memorandum and Articles of Association, to reflect the First Share Consolidation and the Share Capital Increase.
| 4. | Proposal No. 4 – Future Share Consolidations Proposal: to consider and, if thought fit, pass the following ordinary resolution: |
It is resolved, as an ordinary resolution, that:
| a. | conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”): |
| (i) | all of the authorised, issued, and outstanding shares of the Company (collectively, the “Future Shares”) be consolidated, at any one time or multiple times during a period of up to two (2) years of the date of the Meeting, at the exact consolidation ratio and effective time as Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, the “Future Share Consolidations”, and each a “Future Share Consolidation”) shall not be less than 2:1 nor greater than 250:1, with such consolidated Future Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Future Shares of such class as set out in the Company’s memorandum and articles of association; |
| (ii) | no fractional Future Shares be issued in connection with the Future Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Future Share upon the Future Share Consolidation(s), the total number of Future Shares to be received by such shareholder be rounded up to the next whole Future Share; |
| (iii) | any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Future Share Consolidation(s) be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and |
| b. | any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Future Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion. |
| 5. | Proposal No. 5 – Future M&A Amendment Proposal: to consider and, if thought fit, pass the following special resolution: |
It is resolved, as a special resolution, that subject to and immediately following a Future Share Consolidation being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and to the entire exclusion of, the Company’s then existing memorandum and articles of association, to reflect the relevant Future Share Consolidation (the “Future M&A Amendment”)
| 6. | Proposal No. 6 – Adjournment Proposal: to consider and, if thought fit, pass the following ordinary resolution: |
It is resolved, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.
The Board recommends a vote “FOR” each of the Proposals No. 1 – 6.
