United States securities and exchange commission logo
January 20, 2023
Biao Wei
Chief Executive Officer
Lixiang Education Holding Co. Ltd.
No. 818 Hua Yuan Street
Liandu District, Lishui City, Zhejiang Province, 323000
People s Republic of China
Re: Lixiang Education
Holding Co. Ltd.
Amendment No. 2 to
Form 20-F for Fiscal Year Ended December 31, 2021
Response dated
December 22, 2022
File No. 001-39559
Dear Biao Wei:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 2 to Form 20-F For Fiscal Year Ended December 31, 2021
Introduction, page iii
1. We note your definition
of "China," "mainland China," and "PRC" excludes the Hong
Kong Special
Administrative Region. Please revise this definition to clarify that the legal
and operational risks
associated with operating in China also apply to operations in Hong
Kong.
Item 3. Key Information, page 1
2. We note your revised
disclosure in the first paragraph on page 1. Please revise to state
that "Lixiang Education
Holding Co., Ltd. is a Cayman Islands holding company and not
a Chinese operating
company," as you previously disclosed in amendment no. 1 to your
Form 20-F filed on
August 24, 2022.
Biao Wei
FirstName LastNameBiao
Lixiang Education HoldingWei
Co. Ltd.
Comapany
January 20,NameLixiang
2023 Education Holding Co. Ltd.
January
Page 2 20, 2023 Page 2
FirstName LastName
3. We note your response to comment 1 and reissue in part. We note the
updates made
throughout the annual report, however there remains places where "our"
and "we" refers
to the VIEs. For example, we note your statement on page 1 that "we
operate these
businesses in China through the variable interest entity." Please
revise.
Additionally, please revise to disclose, if true, that the variable
interest entity contracts
have not been tested in court. Your disclosure here should acknowledge
that Chinese
regulatory authorities could disallow this structure, which would
likely result in a material
change in your operations and/or a material change in the value of the
securities you are
registering for sale, including that it could cause the value of such
securities to
significantly decline or become worthless. Provide a cross-reference
to your detailed
discussion of risks facing the company and the offering as a result of
this structure.
4. We note your response to comment 2 and reissue in part. We note the
updates made
throughout the annual report; however, there remain places where you
refer to "control" of
the VIEs without also including the clarification that it is based on
the definition provided
by U.S. GAAP. Such references include, but are not limited to:
You state on page 6 that "we are able to control Beijing
Xinxiang."
You state on page 38 that "Liandu WFOE receives the economic
benefits from the
VIEs."
You state on page 39 that you "control and receive the economic
benefits of the VIEs
and their subsidiaries business operations through certain
contractual arrangements."
Please revise.
5. We note your structure chart on page 5 and the narrative disclosure
that you have removed
from this section. In this section, please identify clearly the entity
in which investors are
purchasing their interest and the entity(ies) in which the company s
operations are
conducted. Describe how this type of corporate structure may affect
investors and the
value of their investment, including how and why the contractual
arrangements may be
less effective than direct ownership and that the company may incur
substantial costs to
enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of
the rights of the Cayman Islands holding company with respect to its
contractual
arrangements with the VIE, its founders and owners, and the challenges
the company may
face enforcing these contractual agreements due to legal uncertainties
and jurisdictional
limits.
6. In the section titled Permissions Required for Our Operations in China
on page 7, we note
the following statements:
"As of the date of the annual report, our PRC subsidiaries and
the VIEs have received
from PRC authorities requisite licenses, permissions or approvals
needed to engage in
the businesses currently conducted in China, and no permission or
approval has been
Biao Wei
Lixiang Education Holding Co. Ltd.
January 20, 2023
Page 3
denied."
"If our PRC subsidiaries and the VIEs (i) do not receive or
maintain required
permissions or approvals, (ii) inadvertently conclude that such
permissions or
approvals are not required, or (iii) applicable laws, regulations,
or interpretations
change and our PRC subsidiaries or the VIEs are required to obtain
such permissions
or approvals in the future, we could be subject to fines or legal
sanctions, which may
materially and adversely affect the business, financial condition
and results of
operations of us and the VIEs."
If true, please revise each statement to include the holding company.
With respect to the
first bullet, please revise to also address any securities that may be
offered to foreign
investors. Additionally, this section should include a statement of
whether you relied on
PRC legal counsel in making such determinations, including the
determinations regarding
your operations, ability to offer any securities that may be offered to
foreign investors, as
well as the permissions and requirements from the CSRC, CAC, and any
other
governmental agency that is required to approve the VIE's operations.
Risk Factors Summary, page 10
7. Please revise your risk factor summary to acknowledge any risks that any
actions by the
Chinese government to exert more oversight and control over offerings
that are conducted
overseas and/or foreign investment in China-based issuers 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. Include a cross-
reference to the appropriate risk factor as well.
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.
You may contact Tony Watson at 202-551-3318 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Cara Wirth at 202-551-7127 with
any other
questions.
Sincerely,
FirstName LastNameBiao Wei
Division of
Corporation Finance
Comapany NameLixiang Education Holding Co. Ltd.
Office of Trade &
Services
January 20, 2023 Page 3
cc: Biao Wei
FirstName LastName