United States securities and exchange commission logo





                                July 13, 2020

       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
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted June 18,
2020
                                                            CIK No. 0001814067

       Dear Mr. Wei:

              We have reviewed your draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1 Submitted June 18, 2020

       Risk Factors
       Risks Related to Our Business and Industry
       "While we have incurred initial capital outlay to establish new campuses
.. . .", page 22

   1.                                                   In an appropriate place
in your filing, please quantify the "initial capital outlay to establish
                                                        Yijing Campus
Featured Division," if material.
 Biao Wei
FirstName  LastNameBiao
Lixiang Education HoldingWei
                          Co., Ltd
Comapany
July       NameLixiang Education Holding Co., Ltd
     13, 2020
July 13,
Page  2 2020 Page 2
FirstName LastName
Risks Related to our Corporate Structure
"Our exercise of the option to acquire school sponsor   s interest . . .", page
35

2.       We note your disclosure that you "may incur substantial cost on [y]our
part to exercise the
         option to acquire the school sponsor   s interests in our School."
Please provide an estimate
         of this substantial cost, if estimable at this time.
Risks Relating to Doing Business in China
"PRC regulation of loans and direct investment by offshore holding companies .
.. .", page 39

3.       You disclose the following restrictions on loans to Liandu WFOE and
your VIEs:

                "loans we provide to Liandu WFOE, our wholly-owned subsidiary
in China, cannot
              exceed statutory limits and must be registered with the SAFE or
its local
              counterparts;"

                "loans we provide to our VIEs, over a certain threshold, must
be approved by the
              relevant government authorities and must also be registered with
the SAFE or its
              local counterparts;" and

                "capital contribution to our School must be approved by the MOE
and the Ministry of
              Civil Affairs of the PRC or the MCA or their respective local
counterparts."

         In light of the restrictions described above, please quantify the
amount of loans or capital
         contributions you anticipate being able to make to your PRC
subsidiaries or
         VIEs following this offering, and discuss any regulatory approvals you
will be seeking
         specifically to allocate proceeds from this offering to your PRC
subsidiaries or VIEs.
"The approval of the China Securities Regulatory Commission may be required . .
..", page 43

4.       You disclose that "regulatory agencies may take certain actions that
could have a material
         adverse effect on [y]our business, financial condition, results of
operations and prospects,
         as well as the trading price of the ADSs." Please briefly describe
these "certain actions."
Risks Relation to Our ADSs and This Offering
"We are a 'Controlled Company' within the meaning . . .", page 51

5.       We note your disclosure that, as a result of their ownership interest
in the company after
         the offering, Ms. Fen Ye and Mr. Wei "will have the power to appoint a
majority of the
         board of directors." Please enhance this risk factor to disclose that
they also will have the
         power to control all other aspects of the company's operations, such
as whether to engage
         in merger activity, conduct private and public offerings, and manage
the daily affairs of
         the company.
 Biao Wei
FirstName  LastNameBiao
Lixiang Education HoldingWei
                          Co., Ltd
Comapany
July       NameLixiang Education Holding Co., Ltd
     13, 2020
July 13,
Page  3 2020 Page 3
FirstName LastName
Use of Proceeds, page 55

6.       You disclose that you will use a portion of proceeds for strategic
acquisitions, although
         the target(s) are not currently known. Please provide a brief
description of the types of
         business(es) you are seeking to acquire, and the status of any
potential acquisition(s). See
         Item 3.C.4. of Form 20-F.
Corporate History and Structure
Corporate Structure, page 63

7.       Please revise your filing to reflect the anticipated post-offering
ownership structure of the
         Company, including the respective ownership percentages of the
controlling entities and
         the minority shareholders.
Contractual Arrangements
Exclusive Call Option Agreement, page 64

8.       You disclose that "[t]he purchase price payable by Liandu WFOE in
respect of the transfer
         of such school sponsor   s equity interest . . . shall be at the
lowest price permitted under the
         PRC laws and regulations." Please quantify the purchase price of the
option under current
         PRC laws and regulations. Please also quantify the "the maximum
percentage . . . allowed
         to be held by Liandu WFOE or [you]" under current PRC laws and
regulations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Major Factors Affecting Our Results of Operations
Our tuition, meal and accommodation service fees, page 72

9.       You disclose that "[t]he tuition and accommodation service fees [you]
charge are subject
         to approval by the competent government pricing authorities." Please
describe the process
         for applying for approval of fees, including the amount of time it
generally takes for the
         relevant government entity to approve an increase in fees.
Key Components of Results of Operations
Net Revenue, page 76

10.      We note the following disclosure: "We currently charge our primary and
middle school
         students who live on campus at Baiyun Campus RMB5,000 per school year
and our
         primary school students who live on campus at Yijing Campus   Featured
Division
         RMB9,000 per school year for meals. For non-boarding students, the
fees charged for
         meals are less as only two meals are provided each day. Most of our
students are boarding
         students. As of September 1, 2019, approximately 89.6% and 78.3% of
our students at
         Baiyun Campus and Yijing Campus live on-campus, respectively." Please
disclose the
         amount, per school year, of fees charged for non-boarding students.
11.      You disclose that "a significant portion of revenue was generated from
our Baiyun
 Biao Wei
Lixiang Education Holding Co., Ltd
July 13, 2020
Page 4
         Campus in 2018 and 2019." Please quantify the portion of net revenue
generated by the
         Baiyun Campus in 2018 and 2019.
Internal Control Over Financial Reporting, page 85

12.      Your disclosure on page 86 indicates that you qualify as an emerging
growth company
         pursuant to the JOBS Act. Please disclose in MD&A whether you intend
to take
         advantage of the extended transition period allowed for emerging
growth companies for
         complying with any new or revised accounting guidance as allowed by
Section 107 of the
         JOBS Act and Section 7(a)(2)(B) of the Securities Act of 1933. Also,
if you are electing
         to use the extended transition period as you have indicated on page 6,
please revise to
         disclose that as a result, your financial statements may not be
comparable to those of other
         public companies that comply with the public company effective dates
for new or revised
         accounting standards.
Industry
Overview of Zhejiang Province's Macro Economy and Population
Population of Zhejiang Province, page 87

13.      Please define "urbanization rate."
Overview of China's Private Primary and Secondary Education Market
Introduction of China   s private primary and secondary education market, page
89

14.      Please provide support for the following statements: "With consumers
 rising preference
         towards private schools, more and more parents in China tend to send
their children to
         private schools, driving the increasing enrollments in private schools
and also the uprising
         income of education industry from tuition fees and growing private
investment into the
         industry." Alternatively, please qualify these statements as
management's opinions or
         beliefs.
Market drivers of private primary and secondary education market in Zhejiang
Province, page 93

15.    Please provide support for the following statements, or characterize the
same as
       management's opinions or beliefs: "Increasing urbanization increases the
disposal incomes
       of rural citizens in Zhejiang Province which will, in turn, increase[]
demand for education.
       Nevertheless, the development of public education resources is likely to
continue at a
       relatively stable pace and will be highly concentrated in tier-1 cities.
Private primary and
FirstName LastNameBiao Wei
       secondary education in Zhejiang Province is expected to develop given
the gap between
Comapany     NameLixiang
       the rapidly          Education
                    increasing demandHolding   Co., and
                                       for primary  Ltd secondary education and
the relatively
July 13,limited public
          2020 Page  4 primary and secondary education resources."
FirstName LastName
 Biao Wei
FirstName  LastNameBiao
Lixiang Education HoldingWei
                          Co., Ltd
Comapany
July       NameLixiang Education Holding Co., Ltd
     13, 2020
July 13,
Page  5 2020 Page 5
FirstName LastName
Business
Our Strategies
Continue to provide competitive private education services and further promote
our brand, page
101

16.      You disclose that "[you] . . . seek cooperative opportunities with
leading online learning
         service providers which [you] believe will complement [y]our regular
curricula and enable
         online interaction and collaboration among our students." Please
clarify whether you are
         currently engaged in any of these cooperative opportunities, and if
so, describe the
         opportunity, counter-party, and terms of any agreements related to the
cooperative
         opportunities.
Pursue Strategic Alliances with Reputable Schools , page 102

17.      We note your disclosure that "[you] have been, and will continue to
pursue strategic
         alliance with various schools and institutions, such as reputable high
schools, vocational
         higher education schools and online learning institutions." Please
describe the schools
         with which you have been pursuing strategic alliances, including a
description of the
         terms of any agreements with these schools.
Training Available for Teachers, page 108

18.      We note your disclosure that "[t]o facilitate the training of [y]our
teachers, [you] have
         collaborated with Lishui University, a public university in Lishui
City, to establish a
         program that offers a steady source of continuing education courses."
Please describe the
         terms of any agreements you have with Lishui University related to
this training program,
         including fees, if any, you incur in relation to the training program.
Competition, page 109

19.      Please clarify how you measure "parents satisfaction rate" and
"student progression rate."
Regulation
PRC Laws and Regulations Relating to Foreign Investment in Education
Regulations on Foreign Investment, page 111

20.      You disclose that, "[a]s of the date of this prospectus, [y]our high
school education
         services fall within restricted industries for foreign investors, and
[y]our primary and
         middle school which cover compulsory education fall within prohibited
industries for
         foreign investors." Please amend your filing to describe the risks, if
any, of your services
         falling within restricted industries and prohibited industries for
foreign investors.
Regulations on Private Education in the PRC
Implementing Rules on Classification Registration of Private Schools, page 114

21.      You disclose that "[a]s of the date of this prospectus, [y]our School
has not been
 Biao Wei
Lixiang Education Holding Co., Ltd
July 13, 2020
Page 6
      registered as non-profit private school or for-profit private school."
Please disclose when
      you expect to register as either a non-profit or for-profit private
school. In this regard, we
      note your disclosure that "existing private schools, which were
established before
      November 7, 2016, shall finish the registration as non-profit or
for-profit private schools
      by the end of 2022." Please also disclose the consequences to you if you
do not register
      by the end of 2022.
PRC Laws and Regulations Relating to Labor Protection
Social Insurance
Housing Fund, page 119

22.   We note your disclosure that "[t]he employers who do not pay social
insurance premium
      in conformity with the laws shall be subject to the administrative
provisions provided in
      the Social Insurance Law and the relevant regulations and rules mentioned
above." We
      also note your disclosre that "[w]hen companies breach [Housing Fund]
regulations and
      fail to pay up housing provident fund contributions in full amount as
due, the housing
      provident fund administration center shall order such companies to pay up
within a
      designated period, and may further apply to the People   s Court for
mandatory
      enforcement against those who still fail to comply with such order after
the expiry of such
      period." Please disclose whether you are currently in compliance with the
social
      insurance and housing fund regulations discussed in your filing, and the
consequences to
      you if you are not.
Description of Share Capital
History of Securities Issuance, page 144

23.   Please disclose the consideration for each transaction described in this
section. Refer to
      Item 7 of Form F-1 and Item 701(c) of Regulation S-K.
       You may contact Theresa Brillant at (202) 551-3307 or Linda Cvrkel at
(202) 551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-3222
with any other
questions.



                                                             Sincerely,
FirstName LastNameBiao Wei
                                                             Division of
Corporation Finance
Comapany NameLixiang Education Holding Co., Ltd
                                                             Office of Trade &
Services
July 13, 2020 Page 6
cc:       Stephanie Tang
FirstName LastName