United States securities and exchange commission logo
December 8, 2022
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.
Form 20-F for
Fiscal Year Ended December 31, 2021
Response Dated
November 9, 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.
Response Dated November 9, 2022
Item 3. Key Information, page 5
1. We note your response
to comment 3. Please provide your proposed revised disclosure
for the entirety of the
"Item 3. Key Information" section and any other material discussion
of the VIEs throughout
your annual report.
2. We note your response
to comment 8, particularly the following proposed sentence:
"[s]uch conditions
include that (i) we control the VIEs through power to govern the
activities which most
significantly impact the VIEs economic performance, (ii) we are
contractually obligated
to absorb losses of the VIEs that could potentially be significant to
the VIEs, and (iii) we
are entitled to receive benefits from the VIEs that could potentially
be significant to the
VIEs." Please revise this sentence to make clear that the references to
control and benefits
are based on the conditions that you have satisfied for consolidation
Biao Wei
Lixiang Education Holding Co. Ltd.
December 8, 2022
Page 2
of the VIEs under U.S. GAAP. Additionally, please provide your proposed
revised
disclosure for the entirety of the "Item 3. Key Information" section and
any other material
discussion of the VIEs throughout your annual report.
3. We note your response to comment 5 and reissue in part. Please include a
cross-reference
to the condensed consolidating schedule and the consolidated financial
statements.
4. We note your response to comment 6 and reissue it. Please include the
disclosure found
in "Item 4. Information on the Company C. Organizational Structure
Contractual
Arrangements" in "Item 3. Key Information" in its entirety rather than a
summary.
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
December 8, 2022 Page 2
cc: Biao Wei
FirstName LastName