丽翔教育美股招股说明书(2020-10-01版)

424B4 1 d921897d424b4.htm 424(B)(4) Table of ContentsFiled Pursuant to Rule 424(b)(4) Registration No. 333-248691 3,333,400 American Depositary Shares Lixiang Education Holding Co., Ltd. Representing 16,667,000 Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Lixiang Education Holding Co., Ltd. We are offering 3,333,400 ADSs. Each ADS represents 5 ordinary shares, par value US$0.0001 per share. The initial public offering price per ADS is US$9.25. Prior to this offering, there has been no public market for our ADSs or our ordinary shares. The ADSs have been approved for listing on the Nasdaq Global Market under the symbol “LXEH.” We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Investing in our ADSs involves risks. See “Risk Factors” beginning on page 14. PRICE US$9.25 PER ADS Per ADS Total Initial public offering price US$9.25 US$30,833,950 Underwriting discounts and commissions(1) US$0.6475 US$2,158,376.5 Proceeds, before expenses, to us US$8.6025 US$28,675,573.5 (1)See “Underwriting” for additional disclosure regarding underwriting compensation payable by us. We have granted the underwriters an option to purchase up to an additional 500,000 ADSs to cover over-allotments. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs against payment in U.S. dollars to purchasers on or about October 5, 2020. AMTD Loop Capital Markets Prospectus dated September 30, 2020 Table of ContentsTable of ContentsTABLE OF CONTENTS PROSPECTUS SUMMARY 1 THE OFFERING 9 RISK FACTORS 14 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA 58 USE OF PROCEEDS 59 DIVIDEND POLICY 60 CAPITALIZATION 61 DILUTION 62 ENFORCEABILITY OF CIVIL LIABILITIES 64 CORPORATE HISTORY AND STRUCTURE 66 SELECTED CONSOLIDATED FINANCIAL DATA 72 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 75 INDUSTRY 94 BUSINESS 108 REGULATION 124 MANAGEMENT 140 PRINCIPAL SHAREHOLDERS 147 RELATED PARTY TRANSACTIONS 149 DESCRIPTION OF SHARE CAPITAL 151 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 161 SHARES ELIGIBLE FOR FUTURE SALE 172 TAXATION 174 UNDERWRITING 182 EXPENSES RELATED TO THIS OFFERING 194 LEGAL MATTERS 195 EXPERTS 196 WHERE YOU CAN FIND ADDITIONAL INFORMATION 197 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs. Neither we nor any of the underwriters have taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform them about and observe any restrictions relating to the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside the United States. Until October 25, 2020 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. - i - Table of Contents PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus, especially our consolidated financial statements and the related notes and sections titled ‘‘Risk Factors,” “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Investors should note that Lixiang Education Holding Co., Ltd., our ultimate Cayman Islands holding company, does not directly own any substantive business operations in the PRC and our businesses in the PRC described in this prospectus are operated through our VIEs. This prospectus contains information from an industry repor