SEC Comment Letter 0000000000-23-010541 to Lixiang Education Holding Co. Ltd. (LXEH) (CIK 0001814067) (LXEH)
Lixiang Education Holding Co. Ltd. (LXEH) (CIK 0001814067)
Date: Sept. 25, 2023 · CIK: 0001814067 · Accession: 0000000000-23-010541
AI Filing Summary & Sentiment
File numbers found in text: 333-274209
Letter
United States securities and exchange commission logo September 25, 2023 Fen Ye Chairlady and Director 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 15, 2023 File No. 333-274209 Dear Fen Ye: 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 12, 2023 letter. Amendment No. 1 to Registration Statement on Form F-1, Filed September 15, 2023 Introduction, page ii 1.We note that your definition of China excludes, for purposes of this prospectus, Hong Kong, Macau and Taiwan. We also note that you have included disclosure stating that "legal and operational risks associated with operating in China may also apply to operations in Hong Kong." Please amend your disclosure to remove "may," in order to not suggest that the legal and operational risks are only a possibility.
FirstName LastNameFen Ye Comapany NameLixiang Education Holding Co. Ltd. September 25, 2023 Page 2 FirstName LastName Fen Ye Lixiang Education Holding Co. Ltd. September 25, 2023 Page 2 Permissions Required for Our Operations in China, page 10 2.The disclosure here should not be qualified by materiality. Please make appropriate revisions to your disclosure. Risk Factors Summary, page 21 3.Please ensure that each summary risk factor referencing risks related to your business structure and risks relating to doing business in China has a cross-reference to the relevant individual detailed risk factor. This cross-reference should include both the risk factor title and the page number. Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Stephanie Tang
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United States securities and exchange commission logo
September 25, 2023
Fen Ye
Chairlady and Director
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 15, 2023
File No. 333-274209
Dear Fen Ye:
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 12, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1, Filed September 15, 2023
Introduction, page ii
1.We note that your definition of China excludes, for purposes of this prospectus, Hong
Kong, Macau and Taiwan. We also note that you have included disclosure stating that
"legal and operational risks associated with operating in China may also apply to
operations in Hong Kong." Please amend your disclosure to remove "may," in order to not
suggest that the legal and operational risks are only a possibility.
FirstName LastNameFen Ye
Comapany NameLixiang Education Holding Co. Ltd.
September 25, 2023 Page 2
FirstName LastName
Fen Ye
Lixiang Education Holding Co. Ltd.
September 25, 2023
Page 2
Permissions Required for Our Operations in China, page 10
2.The disclosure here should not be qualified by materiality. Please make appropriate
revisions to your disclosure.
Risk Factors Summary, page 21
3.Please ensure that each summary risk factor referencing risks related to your business
structure and risks relating to doing business in China has a cross-reference to the relevant
individual detailed risk factor. This cross-reference should include both the risk factor title
and the page number.
Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Stephanie Tang