SecProbe.io

CORRESP
 1
 filename1.htm

 Lianhe Sowell International Group Ltd

 Shenzhen Integrated Circuit Design Application Industry
Park, Unit 505-3

 Chaguang Road No. 1089

 Nanshan District, Shenzhen, China

 March 27, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Lianhe Sowell International Group Ltd

 Registration Statement on Form F-1, as amended (File No. 333-279303)
 Request For Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Lianhe Sowell International Group Ltd (the " Company ")
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the " F-1 Registration Statement ")
be accelerated to and that the F-1 Registration Statement become effective at 4:00 p.m., Eastern Time, on March 31, 2024, or as soon thereafter
as practicable.

 The Company hereby acknowledges
the following:

 •

 should the Securities and Exchange Commission (the " Commission ") or the staff of the Commission (the " Staff "), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 •

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 •

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any further questions,
please contact the Company's U.S. securities counsel, Anna J. Wang, Esq., of Robinson & Cole LLP, at (212) 451-2942.

 Very truly yours,

 Lianhe Sowell International Group Ltd

 By:
 /s/ Yue Zhu

 Name:
 Yue Zhu

 Title:
 Chief Executive Officer

CORRESP
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 filename1.htm

 R.F. Lafferty & Co., Inc.

 40 Wal Street, 27 th Floor

 New York, NY 10005

 March 27, 2025

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Uwem Bassey

 Re:

 Lianhe Sowell International Group Ltd
 Amendment No. 5 to Registration Statement on Form
 F-1
 Filed February 14, 2025
 File No. 333-279303

 Dear Mr. Bassey,

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned,
which is acting as the representative of the underwriters of the offering, hereby joins in the request of Lianhe Sowell International
Group Ltd that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:00 p.m., Eastern Time, on March 31, 2025, or as soon as thereafter practicable.

 Pursuant to Rule 460
of the General Rules and Regulations under the Act, please be advised that there will be distributed to each underwriter or dealer, who
is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned
advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

 [ Signature page follows ]

 Very truly yours,

 R.F. Lafferty & Co., Inc.

 By:
 /s/ Robert Hackel

 Name:
 Robert Hackel

 Title:
 Chief Operating Officer

CORRESP
1
filename1.htm

Lianhe Sowell International Group Ltd

Shenzhen Integrated Circuit Design Application
Industry Park

Unit 505-3, Chaguang Road No. 1089

Nanshan District, Shenzhen, China

February 14, 2025

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549

Attention: Uwem Bassey

 Re: Lianhe Sowell International Group Ltd.

Amendment No. 4 to Registration Statement
on Form F-1

Filed February 4, 2025

File No. 333-279303

Dear Mr. Uwem Bassey:

Lianhe Sowell International
Group Ltd. (“we” or the “Company”) hereby provides responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated February 10, 2025 (the “Letter”)
regarding the Company’s registration statement on Form F-1 referenced above (the “Registration Statement”). Contemporaneously,
the Company is submitting Amendment No. 5 to the Registration Statement (“Amendment No. 5”) via Edgar.

The Staff’s comments
are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter
correspond to the page numbers of Amendment No. 5. Capitalized terms used but not defined herein are used herein as defined in Amendment
No. 5.

Amendment No. 4 to Registration Statement on Form F-1

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources, page 72

    1.
    Please revise to ensure your liquidity discussion is consistent with the revisions made to your risk factor disclosures on pages 27 and 30 in response to prior comment 1. In this regard, you state on page 74 that approximately $4.1 million of the $10 million investment will be supplemented by potential bank loans or other financial options. However, your risk factor disclosures indicate such amount is $6.6 million. Also, revise your liquidity discussion to clarify that to date you have not secured any bank loans or other financial options and may be unable to obtain additional capital in a timely manner. Lastly, discuss the impact to your liquidity or Nine-Axis Linkage Spray Painting Robots project if you are unable to obtain such financing.

Response: In response to the Staff’s
comment, we revised on page 74 of the Amendment No.5.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Anna J. Wang, Esq. of
Robinson & Cole LLP, at (212) 451-2942.

    Very truly yours,

    By:
    /s/ Yue Zhu

    Yue Zhu

    cc:
    Anna J. Wang, Esq.

February 10, 2025
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. 4 to Registration Statement on Form F-1
Filed February 4, 2025
File No. 333-279303
Dear Yue Zhu:
            We have reviewed your amended registration statement and have the following
comment.
            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 January 2, 2025 letter.
Amendment No. 4 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 72
Please revise to ensure your liquidity discussion is consistent with the revisions made
to your risk factor disclosures on pages 27 and 30 in response to prior comment 1. In
this regard, you state on page 74 that approximately $4.1 million of the $10 million
investment will be supplemented by potential bank loans or other financial options.
However, your risk factor disclosures indicate such amount is $6.6 million. Also,
revise your liquidity discussion to clarify that to date you have not secured any bank
loans or other financial options and may be unable to obtain additional capital in a 1.

February 10, 2025
Page 2
timely manner. Lastly, discuss the impact to your liquidity or Nine-Axis Linkage
Spray Painting Robots project if you are unable to obtain such financing.
            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

CORRESP
1
filename1.htm

Lianhe Sowell International Group Ltd

Shenzhen Integrated Circuit Design Application
Industry Park

Unit 505-3, Chaguang Road No. 1089

Nanshan District, Shenzhen, China

February 4, 2025

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Uwem Bassey

    Re:
    Liane Sowell International Group Ltd

Amendment No. 3 to Registration Statement
on Form F-1

Filed December 26, 2024

File No. 333-279303

Dear Mr. Uwem Bassey:

Lianhe Sowell International
Group Ltd. (“we” or the “Company”) hereby provides responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated January 2, 2025 (the “Letter”)
regarding the Company’s registration statement on Form F-1 referenced above (the “Registration Statement”). Contemporaneously,
the Company is submitting Amendment No. 4 to the Registration Statement (“Amendment No. 4”) via Edgar.

The Staff’s comments
are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter
correspond to the page numbers of Amendment No. 4. Capitalized terms used but not defined herein are used herein as defined in Amendment
No. 4.

Amendment No. 3 to Registration Statement on Form F-1

Risk Factors

The implementation of our expansion plan may not be successful
and may lead to increases

in our costs and expenses..., page 25

 1. We note your revised disclosures in response to prior comment 1 where you indicate that the $10 million
initial investment to establish a preliminary in-house production and assembly line for the robots will be covered with 45% of the proceeds
from this Offering. If such proceeds are less than $10 million, such amount will be supplemented by potential bank loans or other financial
options. Based on your current pricing information, it appears that only $2.9 million of the net proceeds will be used to fund the initial
$10 million investment. Please revise your disclosures here to indicate as such. In addition, clarify whether you have secured any bank
loans or other options to fund this investment and if not, revise to include a discussion of the risk to your business plan if you are
unable to obtain such financing. Similar revisions should be made to your Liquidity disclosures on page 68 and your Manufacturing discussion
on page 98.

Response: In response to the Staff’s
comments, we revised on pages 27, 31, 74, 93, and 105 of Amendment No.4.

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

February 4, 2025

Page 2

Because our initial public offering price is substantially higher
than our net tangible book

value per share..., page 55

 2. Your disclosures here refer to dilution of $4.72 per Ordinary Share (or $4.70 per Ordinary Share if
an over-allotment option is exercised in full). However, your disclosures on page 62 refer to dilution per Ordinary share of $4.24 and
$4.22, respectively. Please revise here to correct this apparent inconsistency.

Response: In response to the Staff’s
comments, we revised on page 57 of Amendment No.4.

Capitalization, page 61

 3. Please revise to ensure the “As Adjusted (Over-allotment option not exercised)” column
in this table properly foots. In this regard, it appears the additional paid-in-capital line has an incorrect amount.

Response: In response to the Staff’s
comments, we revised on page 63 of Amendment No.4.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Anna J. Wang, Esq. of
Robinson & Cole LLP, at (212) 451-2942.

    Very truly yours,

    By:
    /s/ Yue Zhu

    Yue Zhu

    cc:
    Anna J. Wang, Esq.

January 2, 2025
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. 3 to Registration Statement on Form F-1
Filed December 26, 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 October 18, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-1
Risk Factors
The implementation of our expansion plan may not be successful and may lead to increases
in our costs and expenses..., page 25
We note your revised disclosures in response to prior comment 1 where you indicate
that the $10 million initial investment to establish a preliminary in-house production
and assembly line for the robots will be covered with 45% of the proceeds from this
Offering. If such proceeds are less than $10 million, such amount will be
supplemented by potential bank loans or other financial options. Based on your
current pricing information, it appears that only $2.9 million of the net proceeds will 1.

January 2, 2025
Page 2
be used to fund the initial $10 million investment. Please revise your disclosures here
to indicate as such. In addition, clarify whether you have secured any bank loans or
other options to fund this investment and if not, revise to include a discussion of the
risk to your business plan if you are unable to obtain such financing. Similar revisions
should be made to your Liquidity disclosures on page 68 and your Manufacturing
discussion on page 98.
Because our initial public offering price is substantially higher than our net tangible book
value per share..., page 55
2.Your disclosures here refer to dilution of $4.72 per Ordinary Share (or $4.70 per
Ordinary Share if an over-allotment option is exercised in full). However, your
disclosures on page 62 refer to dilution per Ordinary share of $4.24 and $4.22,
respectively. Please revise here to correct this apparent inconsistency.
Capitalization, page 61
3.Please revise to ensure the "As Adjusted (Over-allotment option not exercised)"
column in this table properly foots. In this regard, it appears the additional paid-in-
capital line has an incorrect amount.
            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

CORRESP
1
filename1.htm

Lianhe Sowell International Group Ltd

Shenzhen Integrated Circuit Design Application
Industry Park

Unit 505-3, Chaguang Road No. 1089

Nanshan District, Shenzhen, China

December 26, 2024

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Uwem Bassey

    Re:
    Lianhe Sowell International Group Ltd

Registration Statement on Form F-1

Filed October 8, 2024

File No. 333-279303

Dear Mr. Uwem Bassey:

Lianhe Sowell International
Group Ltd. (“we” or the “Company”) hereby provides responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated October 18, 2024 (the “Letter”)
regarding the Company’s registration statement on Form F-1 referenced above (the “Registration Statement”). Contemporaneously,
the Company is submitting Amendment No. 3 to the Registration Statement (“Amendment No. 3”) via Edgar.

The Staff’s comments
are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter
correspond to the page numbers of Amendment No. 3. Capitalized terms used but not defined herein are used herein as defined in Amendment
No. 3.

Amendment No. 2 to Form F-1 filed October 8, 2024

Risk Factors

The implementation of our expansion plan may not be successful
and may lead to increases

in our costs and expenses..., page 25

 1. Please revise this risk factor to include a cross reference to the four stages of the expansion plan
discussed elsewhere on page 98. In addition, clarify that the “preliminary” in-house production and assembly line referenced
here includes portions of Stage I and II that you anticipate costing approximately $10 million. Lastly, disclose the anticipated timeline
for the entire project, which you currently estimate to be March 2028.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 25 and 26 of Amendment No.3.

 2. We note your revisions in response to prior comment 4 to present cash flows for amounts due to/due
from related parties and shareholders on a gross basis. Please tell us your consideration to classify amounts due from related parties
and shareholders in operating activities. Provide the specific guidance in ASC 230 that supports classification of the change in these
assets as financing activities or revise.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on pages F-2, F-7, F-17 and F-18 of Amendment No.3 after reassessing
the nature of cash flows with related parties and shareholders per ASC 230-10-45-25. These revisions had no impact on the Company’s
income statement or financial position. Disclosure about correction of an error in previously issued financial statements is made on
pages F-2, F-17 and F-18 according to ASC 250-10-50-7.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Anna J. Wang, Esq. of
Robinson & Cole LLP, at (212) 451-2942.

    Very truly yours,

    By:
    /s/ Yue Zhu

    Yue Zhu

    cc:
    Anna J. Wang, Esq.

October 18, 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 2 to Registration Statement on Form F-1
Filed October 8, 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 September 17,
2024 letter.
Amendment No. 2 to Form F-1 filed October 8, 2024
Risk Factors
The implementation of our expansion plan may not be successful and may lead to increases
in our costs and expenses..., page 25
Please revise this risk factor to include a cross reference to the four stages of the
expansion plan discussed elsewhere on page 98. In addition, clarify that the
"preliminary" in-house production and assembly line referenced here includes
portions of Stage I and II that you anticipate costing approximately $10 million.
Lastly, disclose the anticipated timeline for the entire project, which you currently 1.

October 18, 2024
Page 2
estimate to be March 2028.
Financial Statements
Consolidated Statements of Cash Flows, page F-7
2.We note your revisions in response to prior comment 4 to present cash flows for
amounts due to/due from related parties and shareholders on a gross basis. Please tell
us your consideration to classify amounts due from related parties and shareholders in
operating activities. Provide the specific guidance in ASC 230 that supports
classification of the change in these assets as financing activities or revise.
            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

CORRESP
1
filename1.htm

Lianhe Sowell International Group Ltd

Shenzhen Integrated Circuit Design Application
Industry Park

Unit 505-3, Chaguang Road No. 1089

Nanshan District, Shenzhen, China

October 8, 2024

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Uwem Bassey

    Re:
    Lianhe Sowell International Group Ltd

Registration Statement on Form F-1

Filed September 4, 2024

File No. 333-279303

Dear Mr. Uwem Bassey:

Lianhe Sowell International
Group Ltd. (“we” or the “Company”) hereby provides responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated September 17, 2024 (the “Letter”)
regarding the Company’s registration statement on Form F-1 referenced above (the “Registration Statement”). Contemporaneously,
the Company is submitting Amendment No. 2 to the Registration Statement (“Amendment No. 2”) via Edgar.

The Staff’s comments
are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter
correspond to the page numbers of Amendment No. 1. Capitalized terms used but not defined herein are used herein as defined in Amendment
No. 1.

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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 62 of Amendment No.2.

 2. 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 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 70 and 71 of Amendment No.2.

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

October 8, 2024

Page 2

 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 105 of Amendment No.2.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages F-2, F-7 and F-17 of Amendment No.2 to present
cash flows for amounts due to/due from related parties and shareholders on a gross basis per ASC 230-10-45-7. These revisions had no impact
on the Company’s income statement or financial position. Disclosure about correction of an error in previously issued financial
statements is made on pages F-2 and F-17 according to ASC 250-10-50-7.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Anna J. Wang, Esq. of
Robinson & Cole LLP, at (212) 451-2942.

    Very truly yours,

    By:
    /s/ Yue Zhu

    Yue Zhu

    cc:
    Anna J. Wang, Esq.

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

CORRESP
1
filename1.htm

Lianhe Sowell International Group Ltd

Shenzhen Integrated Circuit Design Application
Industry Park

Unit 505-3, Chaguang Road No. 1089

Nanshan District, Shenzhen, China

September 4, 2024

VIA EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Kathleen Collins

    Re:
    Lianhe Sowell International Group Ltd

Registration Statement on Form F-1

Filed May 10, 2024

File No. 333-279303

Dear Ms. Collins:

Lianhe Sowell International
Group Ltd. (“we” or the “Company”) hereby provides responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated June 6, 2024 (the “Letter”)
regarding the Company’s registration statement on Form F-1 referenced above (the “Registration Statement”). Contemporaneously,
the Company is submitting Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via Edgar.

The Staff’s comments
are repeated thereafter in bold and are followed by the Company’s responses. Page references in the text of this response letter
correspond to the page numbers of Amendment No. 1. Capitalized terms used but not defined herein are used herein as defined in Amendment
No. 1.

Form F-1 filed May 10, 2024

General

 1. We note the changes you made to your disclosure appearing on the cover
                                            page, Prospectus Summary and Risk Factor sections relating to legal and operational risks
                                            associated with operating in China and PRC regulations. It is unclear to us that there have
                                            been changes in the regulatory environment in the PRC since your last submission on February
                                            29, 2024 warranting revised disclosure to mitigate the challenges you face and related disclosures.
                                            The Sample Letters to China-Based Companies sought specific disclosure relating to the risk
                                            that the PRC government may intervene in or influence your operations at any time, or may
                                            exert control over operations of your business, which could result in a material change in
                                            your operations and/or the value of the securities you are registering for sale. The Sample
                                            Letters also sought specific disclosures relating to uncertainties regarding the enforcement
                                            of laws and that the rules and regulations in China can change quickly with little advance
                                            notice. Your revised disclosure in response to prior comment 3 that PRC laws and regulations
                                            can be “revised, adjusted or refined with detailed rules” does not appear to
                                            convey the same risk. Please revise your disclosure.

Response: In response to the Staff’s
comment, we revised in the Amendment No.1 on the cover page, Prospectus Summary, Risk Factors, and other sections
throughout the prospectus as applicable.

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

September 4, 2024

Page 2

 2. Please update your financial statements for
                                            the year ended March 31, 2024, or file an exhibit to the registration statement making the
                                            necessary representations as to why such update is not necessary. Refer to Item 8.A.4 of
                                            Form 20-F and Instructions thereto.

Response: In response to the Staff’s
comment, we have updated in Amendment No.1 to include financial statements for the year ended March 31, 2024.

Risk Factors

Our business may be exposed to
risks associated with an increasingly concentrated customer base., page 22

 3. We note your revised disclosure and response to prior comment 4. Please
                                            revise to disclose specifically when you entered into the long-term contract with Dongguan
                                            Kangzhihui Electronics Co. Ltd. (Dongguan) and identify the specific terms in this contract
                                            (e.g., whether this contract locks in pricing, requires minimum purchase orders, etc.).
                                            Tell us whether you intend to enter into similar long-term contracts with other customers,
                                            or otherwise explain why you entered into a long-term contract with this customer only. Finally,
                                            clarify whether all revenue generated by Dongguan, which you disclose was 23.4% for the six-months
                                            ended September 30, 2023, and 17.6% for the year-ended March 31, 2023, relates to this contract.

Response:  We respectfully advise the Staff that we currently do not enter into any long-term framework agreement with our customers, except for
the long-term framework agreements with Dongguan Kangzhihui Electronics Co., Ltd. (“Kangzhihui”) and Shenzhen Zhongnan High-tech
Co., Ltd. (“Zhongnan”). As discussed in the Amendment No.1, the agreement with Kangzhihui contains substantially similar provisions
as our standard sales agreement typically entered into for each specific purchase order, without special terms such as price-lock or minimum
purchase orders, but with a longer term to cover product sales from November 2022 to November 2024. As disclosed in the Amendment No.1,
for all customers to whom we provide machine vision solutions, we enter into standard sales agreement for each of specific purchase order.
We entered into long-term agreement with Kangzhihui and Zhongnan based on the following considerations: (i) they are both among our top
customers in the past fiscal year; (ii) they are both prominent electric devices manufacturers with high growth potential to order large
number of devices in the future; and (iii) long-term collaboration with prominent manufacturers such as Kangzhihui and Zhongnan ensure
the Company’s ability to provide high-caliber after-sale maintenance service to our important customers, which is crucial for us
to capture market demand to further improve our products. Going forward, we may enter into long-term agreement with other customers based
on demand of our customers and our assessment of the importance of each of our customers. We confirm that for the years ended March 31, 2024 and 2023, all revenue generated by Kangzhihui and Zhongnan relate to their respective
long-term framework agreements. In response to the Staff’s
comment, we also revised in the Amendment No.1 on page 21 and 97.

Risks Related to Doing Business
in China, page 38

 4. We note that you have removed references to China in this risk factor
                                            and removed the statement that “Intellectual Property rights and confidentiality protections
                                            in China may not be as effective as in the US.” Please explain to us the basis for
                                            making these revisions.

Response: In response to the Staff’s
comment, we revised in the Amendment No.1 on page 37.

Capitalization, page 62

 5. Please revise to reflect
                                            both your capitalization and indebtedness for each scenario presented. Refer to guidance
                                            in Item 3.B of Form 20-F.

Response: In response to the Staff’s
comment, we revised in the Amendment No.1 on page 61.

Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 65

 6. We note one of your growth
                                            strategies is to strengthen your marketing and sales network to serve an expanding customer
                                            base in China. Please tell us whether you track the number of customers and consider this
                                            to be a key performance indicator. We also note your discussion of long-term cooperative
                                            relationships. Tell us the number of repeat customers for each period presented and your
                                            consideration to disclose such information. Additionally, tell us whether management uses
                                            any other key performance indicators or metrics in evaluating your business and if so, revise
                                            to include both a qualitative and quantitative discussion of any such metrics. Refer SEC
                                            Release No. 33-10751.

Response: In response to the Staff’s
comment, we revised in the Amendment No.1 on page 66.

Division of Corporation Finance

Office of Technology

U.S. Securities & Exchange Commission

September 4, 2024

Page 3

Critical Accounting Policies
and Estimates, page 75

 7. Your revised disclosures
                                            in response to prior comment 5 appear to be a repetition of certain of your significant accounting
                                            policies as disclosed in Note 2 to your financial statements. Please revise here to address
                                            the material implications of the uncertainties that are associated with the methods, assumptions
                                            and estimates underlying your critical accounting estimates. Your expanded disclosure should
                                            address the risk related to using different assumptions and analyze their sensitivity to
                                            change based on outcomes that are deemed reasonably likely to occur. Refer to Item 5.E of
                                            Form 20-F.

Response: In response to the Staff’s
comment, we revised in the Amendment No.1 on page 70.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Anna J. Wang, Esq. of
Robinson & Cole LLP, at (212) 451-2942.

    Very truly yours,

    By:
    /s/ Yue Zhu

    Yue Zhu

    cc:
    Anna J. Wang, Esq.

United States securities and exchange commission logo
June 6, 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
Registration Statement on Form F-1
Filed May 10, 2024
File No. 333-279303
Dear Yue Zhu:
            We have reviewed your 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 reference to prior comments are to comments in our January 25, 2024 letter.
Form F-1 filed May 10, 2024
General
1.We note the changes you made to your disclosure appearing on the cover page, Prospectus
Summary and Risk Factor sections relating to legal and operational risks associated with
operating in China and PRC regulations. It is unclear to us that there have been changes in
the regulatory environment in the PRC since your last submission on February 29, 2024
warranting revised disclosure to mitigate the challenges you face and related disclosures.
The Sample Letters to China-Based Companies sought specific disclosure relating to the
risk that the PRC government may intervene in or influence your operations at any time,
or may exert control over operations of your business, which could result in a material
change in your operations and/or the value of the securities you are registering for sale.
The Sample Letters also sought specific disclosures relating to uncertainties regarding the

 FirstName LastNameYue Zhu
 Comapany NameLianhe Sowell International Group Ltd
 June 6, 2024 Page 2
 FirstName LastNameYue Zhu
Lianhe Sowell International Group Ltd
June 6, 2024
Page 2
enforcement of laws and that the rules and regulations in China can change quickly with
little advance notice. Your revised disclosure in response to prior comment 3 that PRC
laws and regulations can be “revised, adjusted or refined with detailed rules” does not
appear to convey the same risk. Please revise your disclosure.
2.Please update your financial statements for the year ended March 31, 2024, or file an
exhibit to the registration statement making the necessary representations as to why such
update is not necessary. Refer to Item 8.A.4 of Form 20-F and Instructions thereto.
Risk Factors
Our business may be exposed to risks associated with an increasingly concentrated customer
base., page 22
3.We note your revised disclosure and response to prior comment 4. Please revise to
disclose specifically when you entered into the long-term contract with Dongguan
Kangzhihui Electronics Co. Ltd. (Dongguan) and identify the specific terms in this
contract (e.g., whether this contract locks in pricing, requires minimum purchase orders,
etc.). Tell us whether you intend to enter into similar long-term contracts with other
customers, or otherwise explain why you entered into a long-term contract with this
customer only. Finally, clarify whether all revenue generated by Dongguan, which you
disclose was 23.4% for the six-months ended September 30, 2023, and 17.6% for the
year-ended March 31, 2023, relates to this contract.
Risks Related to Doing Business in China, page 38
4.We note that you have removed references to China in this risk factor and removed the
statement that "Intellectual Property rights and confidentiality protections in China may
not be as effective as in the US.” Please explain to us the basis for making these revisions.
Capitalization, page 62
5.Please revise to reflect both your capitalization and indebtedness for each scenario
presented. Refer to guidance in Item 3.B of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
65
6.We note one of your growth strategies is to strengthen your marketing and sales network
to serve an expanding customer base in China. Please tell us whether you track the
number of customers and consider this to be a key performance indicator. We also note
your discussion of long-term cooperative relationships. Tell us the number of repeat
customers for each period presented and your consideration to disclose such information.
Additionally, tell us whether management uses any other key performance indicators or
metrics in evaluating your business and if so, revise to include both a qualitative and
quantitative discussion of any such metrics. Refer SEC Release No. 33-10751.

 FirstName LastNameYue Zhu
 Comapany NameLianhe Sowell International Group Ltd
 June 6, 2024 Page 3
 FirstName LastName
Yue Zhu
Lianhe Sowell International Group Ltd
June 6, 2024
Page 3
Critical Accounting Policies and Estimates, page 75
7.Your revised disclosures in response to prior comment 5 appear to be a repetition of
certain of your significant accounting policies as disclosed in Note 2 to your financial
statements. Please revise here to address the material implications of the uncertainties that
are associated with the methods, assumptions and estimates underlying
your critical accounting estimates. Your expanded disclosure should address the risk
related to using different assumptions and analyze their sensitivity to change based on
outcomes that are deemed reasonably likely to occur. Refer to Item 5.E of Form 20-F.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

United States securities and exchange commission logo
January 25, 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
Lianhe Sowell International Group Ltd
Re:Lianhe Sowell International Group Ltd
Draft Registration Statement on Form F-1
Submitted December 29, 2023
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 17, 2024
CIK No. 0002004024
Dear Yue Zhu:
            We have reviewed your registration statements 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.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted January 17, 2024
Commonly Used Defined Terms, page ii
1.Please revise your definition of “China or the PRC” to include Hong Kong and Macau
and clarify that references to operations in China also includes your operations in Hong
Kong.
Prospectus Summary, page 1
2.We note that as your artificial intelligence (AI) behavior analysis is a deep learning
algorithm based on AI neural networks.  Please disclose whether you developed

 FirstName LastNameYue Zhu
 Comapany NameLianhe Sowell International Group Ltd
 January 25, 2024 Page 2
 FirstName LastNameYue Zhu
Lianhe Sowell International Group Ltd
January 25, 2024
Page 2
proprietary technology, utilized open-source technology, or licensed the use of such
technology.  To the extent you license  any of the technology used or utilize open-source
technology, please add relevant risk disclosure to address any related risks and
uncertainties.
3.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise the prospectus summary to describe any
material impact that intervention, influence, or control by the Chinese government has or
may have on your business or on the value of your securities.  Highlight separately the
risk as you do on page 34 of your risk factors that the Chinese government may intervene
or influence your operations at any time, which could result in a material change in your
operations and/or the value of your securities. Also, given recent statements by the
Chinese government indicating an intent to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers,
acknowledge the risk that any such action could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and
“under common control with”) means “the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person, whether through
the ownership of voting securities, by contract, or otherwise.”
Risk Factors
Our business may be exposed to risks associated with an increasingly concentrated customer
base, page 24
4.You state here that although you do not enter into long-term agreements with customers,
you have formed long-term cooperative relationships with repeat customers. Please revise
to describe in more detail the nature of these cooperative relationships, and address how
and whether they have any impact on contracts and revenue. In addition, explain further
your reference to Foxconn Group as you do not appear to identify them as a significant
customer in either period presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates, page 71
5.Please revise to provide qualitative and quantitative information necessary to understand
the estimation uncertainty and the impact that the critical accounting estimates have had or
are reasonably likely to have on financial condition or results of operations for each of
your critical accounting policies. Include why each critical accounting estimate is subject
to uncertainty and, to the extent the information is material and reasonably available, how
much each estimate and/or assumption has changed over a relevant period, and the
sensitivity of the reported amount to the methods, assumptions and estimates underlying
its calculation. Ensure this information supplements, but does not duplicate, your

 FirstName LastNameYue Zhu
 Comapany NameLianhe Sowell International Group Ltd
 January 25, 2024 Page 3
 FirstName LastName
Yue Zhu
Lianhe Sowell International Group Ltd
January 25, 2024
Page 3
significant accounting policies footnote disclosure. Refer to Item 5.E of Form 20-F.
Corporate History and Structure, page 72
6.We note that the majority of your operations are conducted through Shenzhen Sowell
Technology Development Co. Ltd (Shenzhen Sowell). As such, please revise to provide a
description of Shenzhen Sowell's formation and operating history, including the year of
formation and the year they began substantive operations, if different.
Industry, page 74
7.Please disclose whether the market research from Gaogong Robotics/Tianfeng Securities
Research Institute was commissioned by the company. If so, file a consent as an exhibit.
See Securities Act Rule 436.
Business, page 83
8.You estimate investing approximately $100 million in three stages to complete the
construction of a new factor for your Nine-Axis Linkage Spray Painting Robot. We note
that 45% of the proceeds of this offering will be used to expand this business. Please
discuss whether you will need additional funding to complete the construction and, if so,
how you intend to fund the project. Discuss the uncertainties regarding the completion of
this project.
Business Strategy, page 85
9.You state that your expansion plan includes “introducing your brand to prominent
platforms such as Baidu and Qihoo 360." Please discuss your current relationship with
these companies. If no material current relationship exists, explain why you believe that it
is appropriate to reference them in your filing.
Notes to Consolidated Financial Statements for the Years Ended March 31, 2023 and 2022
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-11
10.Please revise to describe the nature of the software included within trading of electronic
products revenue and clarify whether this is the same or different software than that
included in sale of software revenue. If this is the same software product, explain why you
reflect revenue from this software in two different revenue categories.
Note 19 - Shareholders' Equity, page F-23
11.Please revise to disclose information related to the capital contribution received during
fiscal year 2023, including the entity/persons who contributed capital, the purpose of the
contribution and the date the transaction occurred.

 FirstName LastNameYue Zhu
 Comapany NameLianhe Sowell International Group Ltd
 January 25, 2024 Page 4
 FirstName LastName
Yue Zhu
Lianhe Sowell International Group Ltd
January 25, 2024
Page 4
General
12.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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