SecProbe.io

September 17, 2024
Yue Zhu
Chief Executive Officer
Lianhe Sowell International Group Ltd
Shenzhen Integrated Circuit Design Application Industry Park
Unit 505-3
Chaguang Road No. 1089
Nanshan District, Shenzhen, China
Re:Lianhe Sowell International Group Ltd
Amendment No 1 to Registration Statement on Form F-1
Filed September 4, 2024
File No. 333-279303
Dear Yue Zhu:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 6, 2024 letter.
Amendment No. 1 to Form F-1 filed September 4, 2024
Dilution, page 62
1.We note you disclose net tangible book value as of March 31, 2024, of $7,128,317 and
pro forma as adjusted net tangible book value of $6,759,684. As the pro forma as adjusted
amount is intended to reflect the proceeds from and shares issued in this offering, please
provide us with the calculations for this amount or otherwise revise.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates, page 70
We note your revised disclosure and response to prior comment 7. Please further revise
each of the policies for which you provide critical accounting estimates to disclose 2.

September 17, 2024
Page 2
qualitative and quantitative information necessary to understand the estimation
uncertainty and impact that such estimates have materially had, or are reasonably likely to
have, on your financial condition or results of operations. Describe why  each critical
accounting estimate is subject to uncertainty and, to the extent material, how much each
estimate and/or assumption has changed over a relevant period, and the sensitivity of the
reported amounts to the material methods, assumptions and estimates underlying its
calculation. We refer you to Item 5.E of Form 20-F.
Regulations
Regulation Relating to Wholly Foreign-owned Enterprises, page 105
3.We note that your current and planned businesses are not on the 2021 Negative List “to
the best of [y]our knowledge.”  Please discuss whether there are any uncertainties
regarding whether you operate in an industry specified as either “restricted” or
“prohibited” from foreign investment in the Negative List. Tell us whether you consulted
with your PRC legal counsel in determining your status under the Negative List.
Financial Statements
Consolidated Statements of Cash Flows, page F-7
4.We note that operating and financing cash flows for fiscal 2023 have been restated such
that amounts due to/due from related parties and shareholders are now netted and
presented as financing activities. Please provide the specific guidance in ASC 230-10 that
you applied in netting these receivables and payables and specifically address how you
considered the fact that the asset and liabilities are not with the same party. Also, tell us
how you considered whether this change represents an error in previously issued financial
statements. Refer to ASC 250-10.
            Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related matters. Please
contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Anna J. Wang