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6-K 1 ea0283773-6k_lianhe.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 ☐

 

 

 

 


 

EXPLANATORY NOTE

 

Lianhe Sowell International Group Ltd, a Cayman Islands exempted company, is furnishing this Form 6-K to provide six-month interim financial statements for the six months ended September 30, 2025.

 

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EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Financial results for the six months ended September 30, 2025

 

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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 27, 2026 By: /s/ Yue Zhu
    Yue Zhu
    Chief Executive Officer

 

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EX-99.1 2 ea028377301ex99-1.htm FINANCIAL RESULTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025

Exhibit 99.1

 

Lianhe Sowell International Group Ltd
Financial Results for the First Half Year ended September 30, 2025

 

Key Financial Performance Highlights for the First Half Year ended September 30, 2025

 

Revenues were $26.54 million for six months ended September 30, 2025, representing an increase of 56.9% compared to $16.92 million for the same period in 2024. Revenue from sales of electronic products for the six months ended September 30, 2025 grew by 58.7% to $20.90 million, up from $13.17 million for the six months ended September 30, 2024, driven by increased market demand and expanded distribution channels. Revenue from sales of software for the six months ended September 30, 2025 increased 50.5% to $5.63 million, compared to $3.74 million for the six months ended September 30, 2024, driven by strengthened marketing efforts that resulted in significant customer growth.

 

Gross profit was $6.7 million for the six months ended September 30, 2025, up from $3.59 million for the same period in 2024. Gross margin was 25.3% for the six months ended September 30, 2025, up about 4 percentage points from 21.2% for the same period in 2024, which was primarily driven by increased sales of higher-margin software.

 

Net loss was $0.69 million for the six months ended September 30, 2025, compared to net income of $1.25 million for the same period in 2024.

 

The first half of fiscal 2025 marked a period of strategic transformation for Lianhe Sowell International Group Ltd (the “Company”). The Company’s total revenue grew significantly by 56.9%, driven by deliberate shifts in its business mix. Revenue from higher-margin software solutions increased 50.5%, while revenue from electronic products grew by 58.7%. This balanced growth, combined with disciplined cost management, expanded the Company’s gross margin by 4.0 percentage points.

 

The Company also accelerated innovation in its industrial robotics line, achieving significant milestones in the commercialization of its new generation automated precision vision spray painting robots, both domestically and internationally. The strong market reception, reflected in major orders and deliveries, reinforces its belief that intelligent, automated solutions will be a major growth driver for years to come.

 

 


 

Selected First Half Year ended September 30, 2025 Financial Results

 

    For the Six Months Ended September 30,  
In USD Millions, except %, differences due to rounding.   2025     2024     Variances /%  
Revenues     26.54       16.92       9.6  
Cost of revenues     19.83       13.33       6.5  
Gross profit     6.70       3.59       3.1  
Gross margin     25.3 %     21.2 %     4.0 %
Operating (loss) income     (0.98 )     1.17       (2.2 )
Net (loss) income     (0.69 )     1.25       (1.9 )

 

Revenue

 

Total revenues increased significantly by $9.62 million, or 56.9%, from $16.92 million for the six months ended September 30, 2024 to $26.54 million for the six months ended September 30, 2025. This growth was primarily driven by strong performance across both business segments. All revenues were derived from third parties, with no related party transactions in either period.

 

Revenue from electronic products increased by $7.73 million, or 58.7%, from $13.17 million in the first half of 2024 to $20.90 million in the first half of 2025. Electronic products continued to be the primary revenue contributor, representing 78.8% of total revenues in the first half of 2025, compared to 77.9% in the same period of 2024.

 

Revenue from software sales increased by $1.89 million, or 50.5%, from $3.74 million in the first half of 2024 to $5.63 million in the first half of 2025. Software sales represented 21.2% of total revenues in the first half of 2025, compared to 22.1% in the same period of 2024. The surge in software sales was driven by enhanced marketing efforts, including increased investment in advertising and promotion, which led to rapid customer growth during the six months ended September 30, 2025.

 

The following table presents revenues by revenue categories for the six months ended September 30, 2025 and 2024, respectively:

 

    For the Six Months Ended September 30,              
In USD Millions, except %, differences due to rounding.   2025     2024     Variance  
Revenue Category   Amount     % of
revenues
    Amount     % of
revenues
    Amount     %  
Electronic products     20.90       78.8       13.17       77.9       7.73       58.7  
Software     5.63       21.2       3.74       22.1       1.89       50.5  
Total revenues     26.54       100.0       16.92       100.0       9.62       56.9  

   

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Cost of Revenues and Margins

 

Cost of revenues primarily consists of (i) labor expenses, including salaries, social insurance, and benefits, for employees engaged in operations and product support, and (ii) associated costs of materials and equipment.

 

Cost of revenues increased by $6.51 million, or 48.8%, from $13.33 million in the first half of 2024 to $19.83 million in the first half of 2025. This increase was primarily attributable to the growth in sales volume across both electronic products and software.

 

As a result, gross profit increased by $3.11 million, or 86.7%, from $3.59 million for the six months ended September 30, 2024 to $6.70 million for the six months ended September 30, 2025. The gross profit margin improved to 25.3% in the first half of 2025 from 21.2% in the same period of 2024, primarily driven by the growth in software sales, which carry higher margins.

 

Operating Expenses

 

Selling Expenses

 

Selling expenses increased by $26,000, or 9.1%, from $292,000 in the first half of 2024 to $319,000 in the first half of 2025, mainly due to higher salary and welfare costs.

 

General and Administrative Expenses

 

General and administrative expenses increased significantly by $2.89 million, or 443.4%, from $653,000 in the first half of 2024 to $3.55 million in the first half of 2025. This substantial increase was primarily due to expenses associated with being a newly public company, including increased professional fees, insurance, and compliance-related costs following the Company’s initial public offering in April 2025.

 

Research and Development Expenses

 

Research and development expenses increased by $2.34 million, or 158.4%, from $1.48 million in the first half of 2024 to $3.82 million in the first half of 2025. The increase was mainly due to higher spending on third-party R&D services and accelerated innovation in the Company’s industrial robotics line. 

 

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Net (Loss) Income

 

As a result of the foregoing, the Company reported a net loss of $0.69 million for the six months ended September 30, 2025, compared to net income of $1.25 million for the six months ended September 30, 2024. The turnaround into loss was primarily attributable to a significant increase in operating expenses, particularly general and administrative expenses (up 443.4%) and research and development expenses (up 158.4%), following the Company’s initial public offering in April 2025 and accelerated investment in R&D activities.

 

Recent Developments

 

As of September 30, 2025, Lianhe Sowell newly received certain sales deposit for the software service, which led to the significant increase of contract liabilities of $3.32 million. In addition, Lianhe Sowell also prepaid purchase deposits to the suppliers mainly for the electronic products sales, which led to the significant increase of prepayments, deposits and other receivables, net of $2.47 million. As of September 30, 2025, Lianhe Sowell also further prepaid the service fees for research and development projects and other service projects amounted to $4.36 million.

 

Forward-Looking Statement

 

This document contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “plan” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other risk factors discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this document. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

 

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LIANHE SOWELL INTERNATIONAL GROUP LTD
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025 AND MARCH 31, 2025

 

(Stated in US Dollars)

 

    As of
September 30,
    As of
March 31,
 
    2025     2025  
    (Unaudited)     (Audited)  
ASSETS            
Current assets:            
Cash and cash equivalents   $ 90,608     $ 108,745  
Accounts receivable, net     18,144,107       19,144,103  
Prepayments, deposits and other receivables, net     7,172,492       3,321,253  
Amount due from related parties, net     247,228       69,514  
Amount due from shareholders     1,443,748       413,350  
Total current assets     27,098,183       23,056,965  
                 
Non-current assets:                
Property and equipment, net     137,180       67,083  
Intangible assets, net     43,828       42,321  
Operating lease right-of-use asset, net     815,110       120,918  
Prepayments     10,394,231       6,035,922  
Deferred initial public offering (“IPO”) costs           921,217  
Deferred tax assets     738,359       484,704  
Total non-current assets     12,128,708       7,672,165  
                 
TOTAL ASSETS   $ 39,226,891     $ 30,729,130  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
                 
Current liabilities:                
Short-term bank loans   $ 2,475,041     $ 1,996,775  
Current portion of long-term bank loans     24,080       47,247  
Short-term other borrowings           55,121  
Accounts payable     10,555,240       11,782,429  
Accrued expenses and other payables     3,456,985       2,863,896  
Income tax payable     558,834       631,419  
Contract liabilities     3,817,472       500,246  
Operating lease liability – current     421,350       123,645  
Warranty provision     166       1,311  
Amount due to related parties     8,845       19,928  
Amount due to shareholders     164,362       628,076  
Total current liabilities     21,482,375       18,650,093  
                 
Non-current liabilities:                
Operating lease liability – non-current     363,388        
Non-current portion of long-term bank loans     48,072       287,872  
Long-term other borrowing           137,804  
Total non-current liabilities     411,460       425,676  
                 
TOTAL LIABILITIES   $ 21,893,835     $ 19,075,769  
                 
SHAREHOLDERS’ EQUITY                
Ordinary shares, par value $0.0001; 500,000,000 shares authorized, 50,000,000 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively   $ 5,200     $ 5,000  
Additional paid-in capital     10,515,294       4,374,056  
Statutory reserve     297,656       297,656  
Retained earnings     6,261,268       6,994,445  
Accumulated other comprehensive loss     149,239       (75,549 )
Equity attributable to the shareholders of the Company     17,228,657       11,595,608  
                 
Non-controlling interests     104,399       57,753  
Total shareholders’ equity     17,333,056       11,653,361  
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ 39,226,891     $ 30,729,130  

 

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LIANHE SOWELL INTERNATIONAL GROUP LTD
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

 

(Stated in US Dollars)

 

    For the Six Months Ended
September 30,
 
    2025     2024  
    (Unaudited)     (Unaudited)  
Revenue from third parties   $ 26,538,675     $ 16,918,107  
Revenue from a related party            
REVENUES   $ 26,538,675     $ 16,918,107  
                 
COST OF REVENUES     (19,834,974 )     (13,327,901 )
                 
GROSS PROFIT     6,703,701       3,590,206  
                 
OPERATING EXPENSES                
Selling expenses     (318,863 )     (292,399 )
General and administrative expenses     (3,547,600 )     (652,843 )
Research and development expenses     (3,817,635 )     (1,477,688 )
Total operating expenses     (7,684,098 )     (2,422,930 )
                 
OPERATING (LOSS) INCOME     (980,397 )     1,167,276  
                 
OTHER INCOME (EXPENSE), NET                
Interest income     240       144  
Interest expense     (53,967 )     (50,388 )
Other income     69,307       110,569  
Other expense     (44,141 )     (4,092 )
Total other (expense) income, net     (28,561 )     56,233  
                 
(LOSS) INCOME BEFORE INCOME TAXES     (1,008,958 )     1,223,509  
Benefit from (provision for) income taxes     322,427       21,583 )
NET (LOSS) INCOME     (686,531 )     1,245,092  
Less: net income (loss) attributable to non-controlling interests     46,646       (2,708 )
Net (loss) income attributable to shareholders of the Company     (733,177 )     1,247,800  
                 
Other comprehensive income (loss)                
Foreign currency translation adjustment     224,788       (69,001 )
Total comprehensive (loss) income     (461,743 )     1,176,091  
Less: comprehensive income (loss) attributable to non-controlling interests     46,646       (2,708 )
Comprehensive (loss) income   $ (508,389 )   $ 1,178,799  
                 
(Loss) earning per share – basic and diluted   $ (0.01 )   $ 0.02  
                 
Basic and diluted weighted average shares outstanding     51,967,033       50,000,000  

 

 

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