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Correspondence 0001213900-23-079707 from Lixiang Education Holding Co. Ltd. (LXEH) (CIK 0001814067) (LXEH)

Lixiang Education Holding Co. Ltd. (LXEH) (CIK 0001814067)
Date: Sept. 27, 2023 · CIK: 0001814067 · Accession: 0001213900-23-079707

AI Filing Summary & Sentiment

File numbers found in text: 333-274209

Referenced dates: September 25, 2023

Date
September 27, 2023
Author
/s/ Stephanie Tang
Form
CORRESP
Company
Lixiang Education Holding Co. Ltd. (LXEH) (CIK 0001814067)

Letter

VIA EDGAR Division of Corporation Finance Office of Trade & Services Re: Lixiang Education Holding Co., Ltd. Registration Statement on Form F-1 Filed September 15, File No. 333-274209

Dear Mr. Nalbantian and Ms. Ransom,

On behalf of Lixiang Education Holding Co., Ltd. (the “Company”), a company incorporated under the laws of the Cayman Islands, we are filing herewith the Company’s Amendment No. 2 to the Registration Statement on Form F-1 (the “Amendment No. 2”) and certain exhibits via EDGAR with the U.S. Securities and Exchange Commission (the “SEC”), which reflects responses to the comments received from the staff (the “Staff”) of the SEC by the letter dated September 25, 2023 regarding the Company’s Registration Statement on Form F-1 filed with the SEC on September 15, 2023.

The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold.

Hogan Lovells is an affiliated business of Hogan Lovells International LLP, a limited liability partnership registered in England and Wales.

Hogan Lovells is part of an international legal practice that includes Hogan Lovells International LLP, Hogan Lovells US LLP and their affiliated businesses, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dublin Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar. Business Services Centers: Johannesburg Louisville. Legal Services Center: Berlin. The word “partner” is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. For more information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.

Hogan Lovells is a member of the Pacific Rim Advisory Council with member offices in: Argentina Australia Brazil Canada Chile China (Mainland) Colombia France Hong Kong India Indonesia Japan Korea Malaysia Mexico Netherlands New Zealand Peru Philippines Singapore Taiwan Thailand USA Venezuela.

Partners

M Lin

O Chan

D Y C So

C J Dobby

M D R Parsons

N W O Tang

E I Low*

J P Kwan

S K S Li

L H S Leung

A J McGinty

L Davidson

A Croke

J E M Le itch

B A Phillips

T Liu

Counsel

A D E Cobden

J S F Yim

J Leung

D Lau

S Suen

J Cheng

Foreign Legal Consultants

S Tang

(New York, USA)

B Kostrzewa

(District of Columbia, USA)

*Notary Public

Page 1 of 3

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.

In response to the Staff’s comment, the Company has revised the disclosure on page ii of the Amendment No. 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 10 of the Amendment No. 2.

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.

In response to the Staff’s comment, the Company has revised the disclosure on pages 20-22 of the Amendment No. 2.

Page 2 of 3

Should you have any questions about the responses contained herein, please contact me by telephone at (852) 2840 5026 (office) or via email at stephanie.tang@hoganlovells.com. Questions relating to accounting and auditing matters of the Company may also be directed to Li Huang, partner at WWC, P.C. (“WWC”), by telephone at (650) 638-0808 or via email at huangli@wwccpa.com. WWC is the independent registered public accounting firm of the Company.

Sincerely yours,
/s/ Stephanie Tang

Show Raw Text
CORRESP
1
filename1.htm

    霍金路偉律師行

    Hogan Lovells

    11th Floor, One Pacific Place

    88 Queensway

    Hong Kong

    霍金路偉律師行

    香港金鐘道88號

    太古廣場一座11樓

    T 電話
    +852 2219 0888

    F 傳真 +852
    2219 0222

    DX No 225017 Wanchai 1

    www.hoganlovells.com

September 27, 2023

VIA EDGAR

Mr. Nicholas Nalbantian

Ms. Mara Ransom

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Lixiang Education Holding Co., Ltd.

Registration Statement
on Form F-1

Filed September 15,
2023

File No. 333-274209

    Dear Mr. Nalbantian and Ms. Ransom,

    On behalf of Lixiang Education Holding Co., Ltd.
    (the “Company”), a company incorporated under the laws of the Cayman Islands, we are filing herewith the Company’s Amendment
    No. 2 to the Registration Statement on Form F-1 (the “Amendment No. 2”) and certain exhibits via EDGAR with the U.S. Securities
    and Exchange Commission (the “SEC”), which reflects responses to the comments received from the staff (the “Staff”)
    of the SEC by the letter dated September 25, 2023 regarding the Company’s Registration Statement on Form F-1 filed with the SEC
    on September 15, 2023.

    The numbered paragraphs below correspond to the
    numbered comments in the Staff’s letter and the Staff’s comments are presented in bold.

    Hogan Lovells is an affiliated business of Hogan Lovells International
    LLP, a limited liability partnership registered in England and Wales.

    Hogan Lovells is part of an international legal practice that includes
    Hogan Lovells International LLP, Hogan Lovells US LLP and their affiliated businesses, with offices in: Alicante Amsterdam Baltimore
    Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dublin Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City
    Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich
    New York Northern Virginia Paris Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore
    Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar. Business Services
    Centers: Johannesburg Louisville. Legal Services Center: Berlin.   The word “partner” is used to describe a partner or
    member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their affiliated entities or any employee or consultant
    with equivalent standing. Certain individuals, who are designated as partners, but who are not members of Hogan Lovells International
    LLP, do not hold qualifications equivalent to members. For more information about Hogan Lovells, the partners and their qualifications,
    see www.hoganlovells.com.

    Hogan Lovells is a member of the Pacific Rim Advisory Council with member
    offices in: Argentina Australia Brazil Canada Chile China (Mainland) Colombia France Hong Kong India Indonesia Japan Korea Malaysia
    Mexico Netherlands New Zealand Peru Philippines Singapore Taiwan Thailand USA Venezuela.

    Partners

M Lin

O Chan

D Y C So

C J Dobby

M D R Parsons

N W O Tang

E I Low*

J P Kwan

S K S Li

L H S Leung

A J McGinty

L Davidson

A Croke

J E M Le itch

B A Phillips

T Liu

Counsel

A D E Cobden

J S F Yim

J Leung

D Lau

S Suen

J Cheng

Foreign Legal Consultants

S Tang

(New York, USA)

B Kostrzewa

(District of Columbia, USA)

*Notary Public

    Page 1 of 3

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.

In response to the Staff’s comment, the Company has
revised the disclosure on page ii of the Amendment No. 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.

In response to the Staff’s comment, the Company has
revised the disclosure on page 10 of the Amendment No. 2.

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.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 20-22 of the Amendment No. 2.

    Page 2 of 3

Should you have any questions
about the responses contained herein, please contact me by telephone at (852) 2840 5026 (office) or via email at stephanie.tang@hoganlovells.com.
Questions relating to accounting and auditing matters of the Company may also be directed to Li Huang, partner at WWC, P.C. (“WWC”),
by telephone at (650) 638-0808 or via email at huangli@wwccpa.com. WWC is the independent registered public accounting firm of the Company.

Sincerely yours,

    /s/ Stephanie Tang

    Stephanie Tang

    CC:
    Biao Wei, director and chief executive officer, Lixiang Education Holding Co., Ltd.

    Li Huang, Partner, WWC, P.C.

Page 3 of 3