United States securities and exchange commission logo
August 13, 2020
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. 1 to
Draft Registration Statement on Form F-1
Submitted July 31,
2020
CIK No. 0001814067
Dear Mr. Wei:
We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1, submitted
July 31, 2020
Risk Factors
Risks Relating to Doing Business in China
"PRC regulation of loans and direct investment by offshore holding
companies . . .", page 39
1. We note your response
to comment 3, and your amended disclosure on page 39, but your
amended disclosure is
not completely responsive to our comment. You disclose that
"[you] also plan to
provide loans to Liandu WFOE and Lishui Mengxiang. According to
the current PRC laws
and regulations, the maximum amount of the loans provided to a
PRC enterprise is up to
2.5 times (or the prevailing statutory multiples) of the borrower s
net assets set out in
its latest audited financial statement." Please quantify the estimated
Biao Wei
Lixiang Education Holding Co., Ltd
August 13, 2020
Page 2
amount of loans you will provide to Liandu WFOE, based upon current
regulations, or tell
us why you are unable to do so.
Risks Relation to Our ADSs and this Offering
"As a company incorporated in the Cayman Islands . . .", page 53
2. You disclose that "[you] have relied on and intend to continue to rely on
some of these
[corporate governance] exemptions." Please identify the specific
exemptions upon which
you have relied and intend to continue to rely.
Overview of China's Private Primary and Secondary Education Market
Introduction of China s private primary and secondary education market, page
95
3. We note your response to comment 14, and your amended disclosure on page
95 that
"From 2014 to 2018 the total number of students enrolled in private
primary and
secondary schools in China increased from 14.0 million to 18.5 million,
and the total
revenue of private primary and secondary education market increased from
RMB95.5
billion to RMB201.0 billion, due to the growth of age group of 7 to 12
years old and
policy support from the government. Specifically, student enrollment of
primary schools,
middle schools and high schools grew from 6.7 million to 8.9 million,
from 4.9 million to
6.4 million and from 2.4 million to 3.3 million, respectively." Please
disclose the total
number of students enrolled in private primary and secondary schools and
total revenue of
private primary and secondary education market for 2019, and clarify
whether these
measures increased for 2019 as well. Please make conforming changes to
your filing,
including, but not limited to, where you discuss "Average annual tuition
fee in Zhejiang
Province," and "Average annual salaries and benefits of the teachers in
Zhejiang
Province." Alternatively, please tell us why you are unable to provide
data for 2019.
Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.
Sincerely,
FirstName LastNameBiao Wei
Division of
Corporation Finance
Comapany NameLixiang Education Holding Co., Ltd
Office of Trade &
Services
August 13, 2020 Page 2
cc: Stephanie Tang
FirstName LastName