United States securities and exchange commission logo
September 23, 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.
Amendment No. 1 to
Form 20-F
Filed August 24,
2022
File No. 001-39559
Dear Mr. 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.
Unless we note otherwise, our references to prior comments are to
comments in our August 10,
2022 letter.
Amendment No. 1 to Form 20-F For Fiscal Year Ended December 31, 2021
Enforceability of Civil Liabilities, page 3
1. We note your response
to comment 20 and reissue it in part. In future filings, please name
the directors,
officers, or members of senior management located in the PRC/Hong Kong
in this section.
Item 3. Key Information, page 5
2. We note your amended
disclosure in response to comment 1. In future filings, please
revise to indicate that
your structure provides unique risks to investors.
3. We note your response
to comment 3 and reissue it in part. In future filings, refrain from
Biao Wei
FirstName LastNameBiao
Lixiang Education HoldingWei
Co. Ltd.
Comapany 23,
September NameLixiang
2022 Education Holding Co. Ltd.
September
Page 2 23, 2022 Page 2
FirstName LastName
using terms such as we or our when describing activities
or functions of a VIE as you
do not have ownership or control of the VIE. For example, you disclose
"we, through the
VIE, Lishui Mengxiang, primarily offer high school education ... " and
"our subsidiaries
and consolidated VIEs." Please revise your disclosure in each instance
throughout your
annual report, as appropriate.
4. We note that in a number of places in the annual report you state that
you control the
VIEs, in future filings refrain from implying that the contractual
agreements are
equivalent to equity ownership in the business of the VIE. In
addition, please make
sure that any references to control or benefits that accrue to you
because of the VIE are
limited to a clear description of the conditions you have satisfied
for consolidation of the
VIE under U.S. GAAP. Lastly, your disclosure should clarify that you
are the primary
beneficiary of the VIE for accounting purposes.
5. We note your amended disclosure in response to comment 4. In future
filings:
On page 18, where you cross-reference to "Item 8. Financial
Information -- Dividend
Policy," please revise to include a description on such policy
here.
Disclose, in this section, that to the extent cash in the
business is in the PRC/Hong
Kong or a PRC/Hong Kong entity, the funds may not be available to
fund operations
or for other use outside of the PRC/Hong Kong due to
interventions in or the
imposition of restrictions and limitations on the ability of you,
your subsidiaries, or
the consolidated VIEs by the PRC government to transfer cash.
Provide cross-
references to the discussions in the summary risk factors and
risk factors sections.
Please provide a more detailed summary of your cash management
policies including, but not limited to, (i) the levels that would
require Chief Financial
Officer and Chief Executive Officer approval, (ii) the source(s)
of such policies, and
(iii) if applicable, additional detail on how such policies
impact cash transferred
between you, your subsidiaries, the consolidated VIEs or
investors.
Provide cross-references to the condensed consolidating
schedule and the
consolidated financial statements.
6. We note your amended disclosure in response to comment 5, including
your cross-
reference to "Item 4. Information on the Company -- C. Organizational
Structure --
Contractual Arrangements." In future filings, please revise to
describe such contractual
arrangements in "Item 3. Key Information" as well.
7. We note your amended disclosure in response to comment 7, including
that your PRC
legal counsel, Beijing DeHeng Law Offices, has advised that your PRC
subsidiaries and
the VIEs are currently not required to obtain regulatory approval from
the CSRC and the
CAC. In future filings, please also describe the consequences to you
and your investors if
you, your subsidiaries, or the VIEs: (i) do not receive or maintain
such permissions or
Biao Wei
Lixiang Education Holding Co. Ltd.
September 23, 2022
Page 3
approvals, (ii) inadvertently conclude that such permissions or approvals
are not required,
or (iii) applicable laws, regulations, or interpretations change and you
are required to
obtain such permissions or approvals in the future.
8. We note your amended disclosure in response to comment 11. In future
filings, please
revise to include your explanation as to why you believe you do not need
CAC approval
in the Key Information section, in the section titled "Permissions
Required for Our
Operations in China."
The Holding Foreign Companies Accountable Act, page 10
9. We note your new disclosure discussing the PCAOB, HFCAA and AHFCAA. In
addition,
when discussing the HFCAA in future filings, please update your
disclosure throughout
the annual report to discuss the fact that on August 26, 2022, the PCAOB
signed a
Statement of Protocol with the China Securities Regulatory Commission and
the Ministry
of Finance of the People's Republic of China, taking the first step
toward opening access
for the PCAOB to inspect and investigate registered public accounting
firms
headquartered in mainland China and Hong Kong.
Risk Factor Summary, page 11
10. We note your additional disclosure in response to comment 6 and reissue
it in part. In
future filings, the risk factor summary section should include a summary
and cross-
reference to your PRC legal system risk factor.
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
September 23, 2022 Page 3
cc: Biao Wei
FirstName LastName