United States securities and exchange commission logo
September 12, 2023
Fen Ye
Chairlady and Director
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.
Registration
Statement on Form F-1
Filed August 25,
2023
File No. 333-274209
Dear Fen Ye:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-1, Filed August 25, 2023
Cover page
1. Please revise your
prospectus cover page and prospectus summary to provide more
specific and prominent
disclosures about the legal and operational risks associated with
China-based companies.
For additional guidance, please see comments 1-11 of the
Division of Corporation
Finance s Sample Letter to China-Based Companies issued by the
Staff in December 2021,
located at our web-site.
Fen Ye
FirstName LastNameFen YeCo. Ltd.
Lixiang Education Holding
Comapany 12,
September NameLixiang
2023 Education Holding Co. Ltd.
September
Page 2 12, 2023 Page 2
FirstName LastName
Selling Shareholders, page 12
2. Please revise to provide the information required by Item 507 of
Regulation S-
K, specifically the name each such security holder, or explain why you
do not believe
such disclosure is necessary. For any entity that is a selling
shareholder, please disclose
the Item 507 information about any persons who have control over the
selling entity and
who have had a material relationship with the registrant or any of its
predecessors or
affiliates.
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 Nicholas Nalbantian at 202-551-7470 or Mara Ransom at
202-551-
3264 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Stephanie Tang