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CORRESP
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Lixiang Education Holding
Co., Ltd.

No. 818 Hua Yuan Street

Liandu District, Lishui
City, Zhejiang Province, 323000

People’s Republic
of China

February 17, 2023

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. 2 to Form 20-F for Fiscal Year Ended December
31, 2021

Response dated February 17, 2023

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 comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter dated January 20, 2023 (the “Comment Letter”)
relating to the Amendment No. 2 to the Annual Report on Form 20-F filed by the Company on December 22, 2022 (the “2021 Form
20-F”).

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

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.

In response to the Staff’s comment, the Company respectfully
proposes to revise the referenced disclosure as follows (page reference is made to the 2021 Form 20-F to illustrate the approximate location
of the disclosure) in its future Form 20-F filings (with additions shown as underlined), subject to updates and adjustments to be made
in connection with any material development of the subject matter being disclosed:

Page iii:

“China”, “mainland
China” or the “PRC” refers to the People’s Republic of China, excluding, for the purposes of this annual report
on Form 20-F only, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan, while the legal
and operational risks associated with operating in China may 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.

In response to the Staff’s comment, the Company respectfully
proposes to revise the referenced disclosure as follows (page reference is made to the 2021 Form 20-F to illustrate the approximate location
of the disclosure) in its future Form 20-F filings (with additions shown as underlined), subject to updates and adjustments to be made
in connection with any material development of the subject matter being disclosed:

Page 1:

Lixiang Education Holding Co., Ltd.
is a Cayman Islands holding company and not a Chinese operating company, and does not conduct operations directly.

 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.

In response to the Staff’s comment, the Company respectfully
proposes to revise the referenced disclosure as follows (page reference is made to the 2021 Form 20-F to illustrate the approximate location
of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined), subject to updates
and adjustments to be made in connection with any material development of the subject matter being disclosed:

Page 1:

The
operations in China are conducted through Liandu WOFE and its subsidiaries in which Lixiang holds equity ownership interests, and their
contractual arrangements, commonly known as the VIE structure, with the VIEs incorporated in China, namely Lishui Mengxiang and Qingtian
International School. The VIEs are consolidated for accounting purpose only and Lixiang does not own any equity interest in the VIEs.
Our corporate structure involves unique risks to investors as they are purchasing equity securities in Lixiang, the Cayman Islands holding
company, and are not purchasing, and may never directly hold, equity interests in the VIEs.

PRC
laws, regulations, and rules restrict and impose conditions on direct foreign investment in certain types of business, including
education at the primary, middle school and high school levels. As we are a company incorporated in the Cayman Islands, our
wholly-owned subsidiary in the PRC, Liandu WFOE, is viewed as a foreign-owned enterprise thus is ineligible to apply for and hold
licenses to operate, or otherwise own equity interests in, primary and middle school campuses,
or to independently or jointly invest in or operate high school campuses pursuant to the
relevant laws and regulations. In response to these restrictions, we operate the Company operates these
businesses in China through the variable interest entity VIE structure which provides investors with
exposure to foreign investment in the Chinese operating companies where Chinese law prohibits us from direct foreign investment in
the operating companies.

    2

On
April 20, 2022, Liandu WFOE entered into a series of contractual arrangements, or the VIE structure, with Lishui Mengxiang
and Qingtian International School, shareholders of Lishui Mengxiang and the Council Members of Qingtian International School. Below is
a summary of the material provisions of these contractual arrangements with Liandu WFOE and the shareholders of Lishui Mengxiang. For
more complete information you should read these agreements in their entirety. These agreements or their forms are filed as exhibits to
this annual report on Form 20-F.

Page 3:

We could face heightened risks and
substantial costs in enforcing these contractual arrangements, because, although the aforementioned contractual arrangements have been
widely adopted by PRC companies listed overseas, such arrangements have not been tested in any of the PRC courts. In addition, there are
substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating
to the contractual arrangements and the VIE structure. If the PRC government finds these contractual arrangements or the VIE
structure non-compliant with the restrictions on direct foreign investment in the relevant industries, or if the relevant PRC laws,
regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish
our interests in the VIEs or forfeit our rights under the contractual arrangements. Lixiang and investors in the ADSs face uncertainty
about potential future actions by the PRC government, which could affect the enforceability of our contractual arrangements, consequently,
significantly affect the financial condition and results of operations. If we are unable to claim our right to control the assets of the
VIEs, the ADSs may decline in value or become worthless. The PRC government could even disallow the VIE structure completely, which would
likely result in a material adverse change in our operations and the ADSs may significantly decline in value or become worthless. See
“Risk Factors—Risks Related to Corporate Structure.”

Page 43:

Therefore,
we cannot assure that the detailed rules and regulations to be promulgated by local governmental authorities would not impose restrictions
on our the VIEs’ ability to operate private schools or to make payments to Liandu WFOE under the contractual
arrangements, which may have a material adverse impact on our and the VIEs’ business operations and prospects.

Page 70:

As
disclosed in our prospectus dated September 30, 2020, our wholly-owned PRC subsidiary, Liandu WFOE, entered into a series
of contractual arrangements for our operation in the PRC, pursuant to which Liandu WFOE receives the economic benefits from we
had the power to control the management and the financial and operating policies of Lishui Mengxiang and Lianwai School, the PRC
Variable Interest Entities of which we have power to control the management, and financial and operating policies and have the right
to recognize and receive substantially all the economic benefits and in which Liandu WFOE has of Lishui Mengxiang
and Lianwai School, and an exclusive option to purchase all or part of the equity interests and all or a portion of the assets in
Lishui Mengxiang and Lianwai School at the minimum price possible to the extent permitted by the PRC law (collectively,
the “VIEs”) laws. Accordingly, we were regarded as the primary beneficiary of Lishui Mengxiang and Lianwai School
in accordance with U.S. GAAP. We understand that the 2021 Implementation Rules may have a retrospective effect, such that the
aforesaid contractual arrangements may be deemed to violate the 2021 Implementation Rules or any related rules or regulations, which may
lead to certain adverse outcome outcomes, including, among others, the loss of the Company’s rights to direct
the activities of the VIEs Lianwai School and to receive economic benefits from it and therefore the inability
to consolidate the financial results of the VIEs Lianwai School into the Company’s consolidated financial
statements in accordance with U.S. GAAP. As a result, we concluded that we have lost the ability to control Lianwai
School by at the end of 31 August 31, 2021, and immediately before September 1,
2021, when the 2021 Implementation Rules became effective and the financial results and the net assets of Lianwai School would
no longer be consolidated into our company’s the Company’s consolidated financial statements since
September 1, 2021, and the net assets of Lianwai School were deconsolidated from the consolidated financial statements of our company
as at August 31, 2021.

    3

 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.

In response to the Staff’s comment, the Company respectfully
proposes to revise the referenced disclosure as follows (page reference is made to the 2021 Form 20-F to illustrate the approximate location
of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined), subject to updates
and adjustments to be made in connection with any material development of the subject matter being disclosed:

Pages 6, 64, 87 and 91:

Given that the board of directors of
Beijing Xinxiang consists of five members, three of which shall be appointed by Lishui Mengxiang, we are able to control
regarded as the primary beneficiary of Beijing Xinxiang by holding through Lishui Mengxiang under U.S. GAAP
as Lishui Mengxiang holds more than half of the voting power in the board of directors of Beijing Xinxiang.

Page 38:

To
comply with PRC laws and regulations, our wholly-owned subsidiary, Liandu WFOE, has entered into a series of contractual
arrangements with the VIEs, pursuant to which Liandu WFOE receives the economic benefits from we are regarded
as the primary beneficiary of the VIEs in accordance with U.S. GAAP.

Page 39:

We
control and receive the economic benefits of the VIEs and their subsidiaries’ business operations through entered
into certain contractual arrangements with the VIEs through Liandu WFOE, pursuant to which we are regarded as the primary beneficiary
of the VIEs in accordance with U.S. GAAP.

Page 40:

Therefore,
we are able to consolidate the financial results of the VIEs in our consolidated financial statements in accordance with U.S. GAAP.

Page 69:

Therefore,
we can only consolidate Qingtian International School through the contractual arrangements in accordance with U.S. GAAP.

    4

Page 70:

As
disclosed in our prospectus dated September 30, 2020, our wholly-owned PRC subsidiary, Liandu WFOE, entered into a series
of contractual arrangements for our operation in the PRC, pursuant to which Liandu WFOE receives the economic benefits from we
had the power to control the management and the financial and operating policies of Lishui Mengxiang and Lianwai School, the PRC
Variable Interest Entities of which we have power to control the management, and financial and operating policies and have the right
to recognize and receive substantially all the economic benefits and in which Liandu WFOE has of Lishui Mengxiang
and Lianwai School, and an exclusive option to purchase all or part of the equity interests and all or a portion of the assets in
Lishui Mengxiang and Lianwai School at the minimum price possible to the extent permitted by the PRC law (collectively,
the “VIEs”) laws. Accordingly, we were regarded as the primary beneficiary of Lishui Mengxiang and Lianwai School
in accordance with U.S. GAAP. We understand that the 2021 Implementation Rules may have a retrospective effect, such that the
aforesaid contractual arrangements may be deemed to violate the 2021 Implementation Rules or any related rules or regulations, which may
lead to certain adverse outcome outcomes, including, among others, the loss of the Company’s rights to direct
the activities of the VIEs Lianwai School and to receive economic benefits from it and therefore the inability
to consolidate the financial results of the VIEs Lianwai School into the Company’s consolidated financial
statements in accordance with U.S. GAAP. As a result, we concluded that we have lost the ability to control Lianwai
School by at the end of 31 August 31, 2021, and immediately before September 1,
2021, when the 2021 Implementation Rules became effective and the financial results and the net assets of Lianwai School would
no longer be consolidated into our company’s the Company’s consolidated financial statements since
September 1, 2021, and the net assets of Lianwai School were deconsolidated from the consolidated financial statements of our company
as at August 31, 2021.

 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 inves