Lianhe Sowell International Group Ltd filed this Form 6-K to clarify its home country rule exemption disclosure in the Form 20-F for fiscal year ended March 31, 2025, regarding Nasdaq Rule 5635. As a Cayman Islands foreign private issuer, it is exempt from Nasdaq shareholder approval requirements for certain securities issuances, certified by counsel Ogier.
Key takeaways
Explanatory note clarifies home country rule exemption in Form 20-F for FY ended March 31, 2025
Exempt from Nasdaq Rules 5635 requirements under Nasdaq Rules 5615(a)(3)
Nasdaq Rules 5635 requires shareholder approval for acquisitions, change of control, equity compensation plans, and 20% issuances below Minimum Price
Cayman Islands counsel Ogier certified no prohibition under Cayman law or amended memorandum and articles
No material differences in corporate governance practices from U.S. domestic Nasdaq-listed companies except for the exemption
Signed by Yue Zhu, Chief Executive Officer and Chairman, on March 26, 2026