United States securities and exchange commission logo
September 25, 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
Registration Statement on Form F-1
Filed September 22,
2020
Amendment No. 2 to
Registration Statement on Form F-1
Filed September 23,
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
September 15, 2020 letter.
Amendment No. 1 to Registration Statement on Form F-1, filed September
22, 2020
Risk Factors
Risks Related to Our Business and Industry
"Substantial uncertainties exist with respect to the Implementing
Regulations . . .", page 16
1. We note your response
to comment 1, and your amended disclosure on page 17, including
that, "[i]n the event
that the contractual arrangements are further defined by any
implementing regulation
as related-party transactions transferring proceeds from the
running of schools,
[you] may not obtain part of the service fees under the contractual
Biao Wei
Lixiang Education Holding Co., Ltd
September 25, 2020
Page 2
arrangements funded from proceeds from the running of schools such as
tuition income."
Please amend your disclosure to clarify whether your meal and
accommodation fees
would also be included in the service fees you may be unable to
obtain. Further, please
explicitly disclose the effect of being unable to obtain these fees on
your financial
condition and results of operations. In this regard, we note your
disclosure in the table on
page 82 that tuition, meal, and accommodation fees represented 94.6%
and 98.2% of your
net revenue for the year ended December 31, 2019 and the period ended
June 30, 2020,
respectively.
Risks Relating to ADSs and This Offering
"ADS holders have limited choice of forum . . .", page 51
2. We note your response to comment 2, and that you have filed the
deposit agreement as an
exhibit to your registration statement. Please amend the "Governing
Law / Waiver of Jury
Trial" provision in your exhibit to disclose, as you do in your
filing, that actions by your
ADS holders to enforce any duty or liability created by the Exchange
Act, the Securities
Act, or the respective rules and regulations thereunder must also be
brought in federal
court. Alternatively, tell us how you will make future investors aware
of the provision s
limited applicability.
"Our post-offering memorandum and articles of association . . .", page 53
3. We note your amended disclosure describing the exclusive forum
provision in your post-
offering memorandum and articles of association. Please amend your
disclosure to clarify
the extent to which this provision applies to Exchange Act claims, and
to disclose that, by
agreeing to this provision, investors cannot waive compliance with the
federal securities
laws and the rules and regulations thereunder. In this regard, Section
27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder. Please also
amend the provision in your post-offering memorandum and articles of
association to
describe the extent to which this provision applies to Exchange Act
claims, or tell us how
you will make future investors aware of the provision s limited
applicability.
Amendment No. 2 to Registration Statement on Form F-1, filed September 23, 2020
Capitalization, page 61
4. Please revise the introductory paragraph to your capitalization
disclosures to indicate the
number of ADSs that you expect to issue in the offering as well as the
amount of the
expected
FirstName proceeds inWei
LastNameBiao both RMB and US dollars.
Comapany
5. NameLixiang
Please Education
revise to disclose HoldingofCo.,
the number Ltdthat will be outstanding
on an as adjusted
shares
basis25,
September giving
2020effect
Page to
2 the offering.
FirstName LastName
Biao Wei
FirstName LastNameBiao
Lixiang Education HoldingWei
Co., Ltd
Comapany 25,
September NameLixiang
2020 Education Holding Co., Ltd
September
Page 3 25, 2020 Page 3
FirstName LastName
You may contact Theresa Brillant at (202) 551-3307 or Linda Cvrkel at
(202) 551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-3222
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Stephanie Tang