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CORRESP

 Lixiang Education Holding Co., Ltd.

No. 818 Hua Yuan Street

Liandu District, Lishui City, Zhejiang Province, 323000

People’s Republic of China

 November 9,
2022

 VIA EDGAR AS CORRESPONDENCE

Mr. Tony Watson

 Mr. Adam Phippen

Mr. Nicholas Nalbantian

 Ms. Cara Wirth

Division of Corporation Finance, Office of Trade & Services

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Lixiang Education Holding Co., Ltd.

Amendment No. 1 to Form 20-F for Fiscal Year Ended December 31, 2021 Filed on
August 24, 2022

 Response to Oral Comments received on October 26, 2022

File No. 001-39559

Dear Mr. Watson, Mr. Phippen, Mr. Nalbantian and Ms. Wirth,

Lixiang Education Holding Co., Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
is submitting this letter to respond to the oral comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received on October 26,
2022 (the “Oral Comments”) relating to the response letter dated October 6, 2022 regarding the Amendment No. 1 to the Annual Report on Form 20-F filed by the Company on
August 24, 2022.

 Set forth below are the responses of the Company to the Staff’s Oral Comments. For ease of reference, each
comment contained in the Oral Comments is printed below in bold and is followed by the Company’s response.

 Amendment No. 1 to Form 20-F For Fiscal Year Ended December 31, 2021 filed on August 24, 2022

 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.

 The Company acknowledges the
Staff’s comment and respectfully advises the Staff that the Company will include the required disclosure in future Annual Reports on Form 20-F as follows, with necessary updates.

“All of our directors, namely Ms. Fen Ye, Mr. Biao Wei, Ms. Fang Ye, Ms. Hong Ye, Mr. Teck Yong Heng and
Mr. Yan Kit Lee, and all of our officers, namely Mr. Guoliang Chen and Mr. Luoyuan Ye, reside within the PRC and Hong Kong, and a substantial portion of their assets are located outside the United States. As a result, it may be
difficult for a shareholder to effect service of process upon us or these persons, or to bring actions or enforce judgments obtained in United States courts against us or them, based on the civil liability provisions of the securities laws of the
United States or any state in the United States.”

 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.

 The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the Company will include the required disclosure in future Annual Reports on Form 20-F as follows, with necessary updates.

“Our corporate structure involves unique risks to investors as they are purchasing equity securities in a Cayman Islands holding company
with operations conducted by our subsidiaries and consolidated VIEs based in mainland China and Hong Kong.”

3.
 We note your response to comment 3 and reissue it in part. In future filings, refrain from 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.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will include the required disclosure in
future Annual Reports on Form 20-F as follows, with necessary updates.

 “‘Lixiang’,
‘we,’ ‘us,’ ‘our company,’ ‘the Company” and ‘our’ refer to Lixiang Education Holding Co., Ltd. (formerly known as Lianwai Education Group Limited), an exempted company incorporated in the Cayman
Islands with limited liability, and its subsidiaries;

 ‘Variable Interest Entities’ or ‘VIEs’ refer to Lishui Mengxiang
and its consolidated subsidiaries.”

 For illustration of this future disclosure, the corresponding paragraphs of the Form 20-F for the fiscal year ended December 31, 2021, as amended, would read as follows.

 The first two
sentences of the first paragraph on Page 6 of the Form 20-F for the fiscal year ended December 31, 2021

“Currently, we and the VIEs, primarily offer high school education at Qingtian International School, in Lishui City, Zhejiang Province.
Lishui Mengxiang became the sponsor of Qingtian International School in August 2021. Prior to August 31, 2021, we and the VIEs primarily operated primary and secondary school in Baiyun campus and Yijing campus—Featured Division of Lianwai
School.”

 The last paragraph (other than the last sentence) on Page 6 of the Form 20-F for the
fiscal year ended December 31, 2021

 “We and the VIEs have explored and considered business opportunities beyond high school
education. We and the VIEs took steps to expand into online education and vocational education. In February 2021, Liandu WFOE completed the acquisition of 100% equity interests of Hangzhou Youxi for the layout of online education. In January 2022,
Lishui Mengxiang formed Beijing Xinxiang with a third-party company, Beijing R.R.Z., to provide vocational education in the health care industry. In April 18, 2022, as part of the transactions contemplated under the investment cooperation
agreement entered into by Lishui Mengxiang and Beijing S.K. in July 2021 to expand our and the VIEs’ business into vocational education, Lishui Mengxiang entered into definitive agreements to acquire 100% equity interests of Beijing P.X., a
wholly-owned subsidiary of Beijing S.K., which in turn holds 100% equity interests of Chuangmei Weiye and Hainan Jiangcai, and the sponsorship interests of Langfang School.”

The Company will make the corresponding changes in future Annual Reports on Form 20-F.

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.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will include the required disclosure in
future Annual Reports on Form 20-F as follows, with necessary updates.

 “The contractual
agreements are not equivalent to equity ownership in the business of the VIEs. Our control over the VIEs and our position of being the primary beneficiary of the VIEs for the accounting purposes are limited to the conditions that we met for
consolidation of the VIEs under U.S. GAAP. Such conditions include that (i) we control the VIEs through power to govern the activities which most significantly impact the VIEs’ economic performance, (ii) we are contractually obligated
to absorb losses of the VIEs that could potentially be significant to the VIEs, and (iii) we are entitled to receive benefits from the VIEs that could potentially be significant to the VIEs. Only if we meet the aforementioned conditions for
consolidation of the VIEs under U.S. GAAP, we will be deemed as the primary beneficiary of the VIEs, and the VIEs will be treated as our consolidated affiliated entities 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.

 The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the Company will include a description on dividend policy in future Annual Reports on Form 20-F as follows, with necessary updates.

“According to the dividend policy, our board of directors has discretion on whether to distribute dividends, subject to certain
requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain
restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its
debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition,
contractual restrictions and other factors that the board of directors may deem relevant. See ‘Item 8. Financial Information—Dividend Policy. ’”

•

 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.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will include the required disclosure in
future Annual Reports on Form 20-F as follows, with necessary updates.

 “To the extent cash is generated in our PRC Subsidiaries, and may need to be used to
fund operations outside of mainland China, such funds may not be available due to limitations placed by the PRC government. Furthermore, to the extent assets (other than cash) in our business are located in the PRC or held by a PRC entity, the
assets may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of us and our subsidiaries to transfer assets by the PRC government.
See ‘Item 3. Key Information – Risk Factors Summary’ and ‘Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China— Restrictions on currency exchange under
PRC laws may limit our ability to convert cash derived from our operating activities into foreign currencies and may materially and adversely affect the value of your investment.’”

•

 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.

 The Company acknowledges the
Staff’s comment and respectfully advises the Staff that the Company will include its cash management policies in future Annual Reports on Form 20-F as follows, with necessary updates.

“The cash management policies are a part of the Company’s internal control procedures. The cash management policies enable the
Company to formalize the procedures on the handling, depositing, receiving, safeguarding and recording of cash transfers. The cash management policies provide reasonable assurance for the consolidated financial statements, rather than imposing any
restrictions or limitations on the cash transferred among the Company, its subsidiaries, the consolidated VIEs and its shareholders, as the case may be. Each cash transfer requires approval of the financial manager. Cash transfer in excess of
RMB0.5 million (US$0.08 million) but less than RMB1 million (US$0.16 million) shall be reviewed and approved by the Chief Financial Officer of the Company. Cash transfer in excess of RMB1 million (US$0.16 million) shall be reviewed
and approved by both Chief Financial Officer and Chief Executive Officer of the Company.”

•

 Provide cross-references to the condensed consolidating schedule and the consolidated financial
statements.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the
Company will include the cross-references in future Annual Reports on Form 20-F.

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.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will include
the required disclosure in future Annual Reports on Form 20-F as follows, with necessary updates.

 “The contractual agreements or their forms are filed as exhibits to the registration
statement on Form 20-F of which this annual report is a part and include: (i) Exclusive Call Option Agreement. Under the Exclusive Call Option Agreement dated April 20, 2022, the shareholders of
Lishui Mengxiang have irrevocably granted Liandu WFOE or its designated purchaser the exclusive right to purchase all or part of the direct and/or indirect equity interests of Lishui Mengxiang, or the Equity Call Option. The purchase price payable
by Liandu WFOE or its designated purchaser in respect of the transfer of Lishui Mengxiang’s direct and/or indirect equity interest or equity interests shall be at the lowest price permitted under the PRC laws and regulations; (ii) Proxy
Agreement for School’s Sponsors and Council Members. Pursuant to the Proxy Agreement for School’s Sponsors and Council Members dated April 20, 2022, Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all
its rights as school sponsor of Qingtian International School to the extent permitted by the PRC laws, including the right to appoint and/or elect of council members and supervisors of Qingtian International School, etc.; (iii) Proxy Agreement for
Shareholders. Pursuant to the Proxy Agreement for Shareholders dated April 20, 2022, each shareholder of Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as the shareholder to the extent permitted
by the PRC laws; (iv) Business Cooperation Agreement. Pursuant to the Business Cooperation Agreement dated April 20, 2022, Liandu WFOE shall provide technical services, management support and consulting services necessary for the
private education business, and in return, Qingtian International School and its sponsor, Lishui Mengxiang shall make payments accordingly; (v) Exclusive Technical Service and Business Consulting Agreement. Pursuant to the Exclusive Technical
Service and Business Consulting Agreement dated April 20, 2022, Liandu WFOE agreed to provide exclusive technical services and business consultancy services to Qingtian International School and its sponsor, Lishui Mengxiang. In consideration of
the technical and business consultancy services provided by Liandu WFOE, Qingtian International School and its sponsor, Lishui Mengxiang agreed to pay Liandu WFOE a service fee; (vi) Equity Pledge Agreement. Pursuant to the Equity Pledge
Agreement dated April 20, 2022, the shareholders unconditionally and irrevocably pledged all of their equity interests in Lishui Mengxian