United States securities and exchange commission logo
September 15, 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
Registration
Statement on Form F-1
Filed September 9,
2020
File No. 333-248691
Dear Mr. Wei:
We have reviewed your amended 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 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 27, 2020 letter.
Registration Statement on Form F-1 filed September 9, 2020
Risks Related to Our Business and Industry
"Substantial uncertainties exist with respect to the Implementing
Regulations . . .", page 16
1. We note the following
amended disclosure:
"Pursuant to the
Opinions on Further Strengthening and Regulating the Administration of
Education Fees, or the
Opinions, which was recently issued on August 17, 2020 by the
relevant authorities,
the sponsors of non-profit privately-run schools and non-profit
privately-run
sino-foreign cooperative educators shall be prohibited from obtaining
proceeds from
school-running such as tuition income, distributing school balances
Biao Wei
Lixiang Education Holding Co., Ltd
September 15, 2020
Page 2
(residual assets) or transferring proceeds from school running through
related-party
transactions or affiliated parties or other means. However, the Opinions
have not specified
whether the contractual arrangements fall within the activities of
transferring the school-
running proceeds through related-party transactions and affiliated
parties, and the
Opinions have not specified the relevant legal consequences of such
activities."
Considering that you generate revenue from tuition, meal, and
accommodation fees
through contractual agreements with your VIEs, please amend your risk
factor disclosure
to describe the risks to your operations and financial condition if your
contractual
agreements were to fall within the activities prohibited by the Opinions.
Risks Relating to ADSs and This Offering
"ADSs holders have limited choice of forum . . .", page 50
2. Please revise to discuss any uncertainty as to whether a court would
enforce
your exclusive forum provision. If the discussion of enforceability
issues relating to your
jury waiver provision also applies to your exclusive forum provision,
please revise your
disclosure for clarity.
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
September 15, 2020 Page 2
cc: Stephanie Tang
FirstName LastName