Lianhe Sowell International Group Ltd. approved a dual‑class share structure at an extraordinary general meeting held on November 6, 2025, and the company announced the outcome on November 7, 2025. The approval will allow the company to issue a new Memorandum and Articles of Association to the Cayman Islands corporate register on November 7 and to list the re‑classified Class A Ordinary Shares on Nasdaq beginning around November 10.
Under the new structure, 52 million ordinary shares were re‑designated and re‑classified into Class A Ordinary Shares on a one‑for‑one basis. The remaining authorized but unissued ordinary shares were re‑classified into 398 million Class A Ordinary Shares and 50 million Class B Ordinary Shares. Class B shares carry 100 votes per share, while Class A shares retain standard voting rights. The authorized capital is set at US$50,000, divided into 450 million Class A and 50 million Class B shares, each with a par value of US$0.0001. Class B shares were issued to Lianyue Holding Limited (400,000 shares) and Patton Holding Group Limited (600,000 shares) at par value.
The dual‑class structure gives founders and key executives a concentrated voting bloc while still allowing the company to access public capital markets. By listing Class A shares on Nasdaq, Lianhe Sowell aims to improve liquidity for public investors and create a clearer path for future capital raises. The M&A filing formalizes the governance change and signals the company’s intent to maintain control over strategic decisions while pursuing growth opportunities.
Financially, the company reported a fiscal‑year 2025 revenue of US$36.54 million, virtually unchanged from the US$36.60 million reported for fiscal 2024. Net income rose to US$3.18 million, a 13 % increase year‑over‑year, and gross profit climbed to US$9.58 million, reflecting a margin expansion to 26 % from 22 % in 2024. These results come from a business that specializes in industrial machine vision, robotics, and AI solutions for smart transportation and industrial automation. With 50 employees, the company has demonstrated consistent profitability while investing in high‑margin software and AI‑driven hardware.
Strategically, the dual‑class approval positions Lianhe Sowell to continue its expansion plans, including a non‑binding term sheet for a US$105 million international funding round to build an AI‑robot manufacturing and R&D base in the UAE. The company also secured orders for AI‑powered 3D AOI equipment worth US$4.3 million for Midea Group’s SMT production lines and was recognized as a “Specialized and Innovative Little Giant” Enterprise by the Ministry of Industry and Information Technology of China. No immediate market reaction has been reported, but the governance change and Nasdaq listing are expected to enhance liquidity and support future capital‑raising efforts.
In summary, the dual‑class share structure approval marks a pivotal governance shift for Lianhe Sowell International. By consolidating voting power with founders while opening a new class of shares to public investors, the company balances control with capital‑raising flexibility. The financial performance and strategic initiatives outlined above suggest a company that is maintaining profitability and pursuing growth, while the upcoming Nasdaq listing and M&A filing are designed to strengthen its market position and liquidity for future funding rounds.
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