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United States securities and exchange commission logo
January 20, 2023
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. 2 to Form 20-F for Fiscal Year Ended December 31, 2021
Response dated December 22, 2022
File No. 001-39559
Dear Biao 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.
Amendment No. 2 to Form 20-F For Fiscal Year Ended December 31, 2021
Introduction, page iii
1.We note your definition of "China," "mainland China," and "PRC" excludes the Hong
Kong Special Administrative Region.  Please revise this definition to clarify that the legal
and operational risks associated with operating in China also apply to operations in Hong
Kong.
Item 3. Key Information, page 1
2.We note your revised disclosure in the first paragraph on page 1.  Please revise to state
that "Lixiang Education Holding Co., Ltd. is a Cayman Islands holding company and not
a Chinese operating company," as you previously disclosed in amendment no. 1 to your
Form 20-F filed on August 24, 2022.

 FirstName LastNameBiao Wei
 Comapany NameLixiang Education Holding Co. Ltd.
 January 20, 2023 Page 2
 FirstName LastNameBiao Wei
Lixiang Education Holding Co. Ltd.
January 20, 2023
Page 2
3.We note your response to comment 1 and reissue in part. We note the updates made
throughout the annual report, however there remains places where "our" and "we" refers
to the VIEs.  For example, we note your statement on page 1 that "we operate these
businesses in China through the variable interest entity."  Please revise.
Additionally, please revise to disclose, if true, that the variable interest entity contracts
have not been tested in court. Your disclosure here should acknowledge that Chinese
regulatory authorities could disallow this structure, which would likely result in a material
change in your operations and/or a material change in the value of the securities you are
registering for sale, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross-reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.
4.We note your response to comment 2 and reissue in part. We note the updates made
throughout the annual report; however, there remain places where you refer to "control" of
the VIEs without also including the clarification that it is based on the definition provided
by U.S. GAAP. Such references include, but are not limited to:

•You state on page 6 that "we are able to control Beijing Xinxiang."
•You state on page 38 that "Liandu WFOE receives the economic benefits from the
VIEs."
•You state on page 39 that you "control and receive the economic benefits of the VIEs
and their subsidiaries’ business operations through certain contractual arrangements."
Please revise.
5.We note your structure chart on page 5 and the narrative disclosure that you have removed
from this section.  In this section, please identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are
conducted. Describe how this type of corporate structure may affect investors and the
value of their investment, including how and why the contractual arrangements may be
less effective than direct ownership and that the company may incur substantial costs to
enforce the terms of the arrangements. Disclose the uncertainties regarding the status of
the rights of the Cayman Islands holding company with respect to its contractual
arrangements with the VIE, its founders and owners, and the challenges the company may
face enforcing these contractual agreements due to legal uncertainties and jurisdictional
limits.
6.In the section titled Permissions Required for Our Operations in China on page 7, we note
the following statements:

•"As of the date of the annual report, our PRC subsidiaries and the VIEs have received
from PRC authorities requisite licenses, permissions or approvals needed to engage in
the businesses currently conducted in China, and no permission or approval has been

 FirstName LastNameBiao Wei
 Comapany NameLixiang Education Holding Co. Ltd.
 January 20, 2023 Page 3
 FirstName LastName
Biao Wei
Lixiang Education Holding Co. Ltd.
January 20, 2023
Page 3
denied."

•"If our PRC subsidiaries and the VIEs (i) do not receive or maintain required
permissions or approvals, (ii) inadvertently conclude that such permissions or
approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and our PRC subsidiaries or the VIEs are required to obtain such permissions
or approvals in the future, we could be subject to fines or legal sanctions, which may
materially and adversely affect the business, financial condition and results of
operations of us and the VIEs."

If true, please revise each statement to include the holding company. With respect to the
first bullet, please revise to also address any securities that may be offered to foreign
investors.  Additionally, this section should include a statement of whether you relied on
PRC legal counsel in making such determinations, including the determinations regarding
your operations, ability to offer any securities that may be offered to foreign investors, as
well as the permissions and requirements from the CSRC, CAC, and any other
governmental agency that is required to approve the VIE's operations.
Risk Factors Summary, page 10
7.Please revise your risk factor summary to acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.  Include a cross-
reference to the appropriate risk factor as well.
            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,
Division of Corporation Finance
Office of Trade & Services
cc:       Biao Wei