424B3 1 ea186141-424b3_lixiangeduc.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3)Registration No. 333-274209 American Depositary Shares Lixiang Education Holding Co., Ltd. Representing 50,000,000ordinary shares This prospectus relates to the resale, from time to time, of up to 50,000,000 ordinary shares in the form of American depositary shares (“ADSs”) of Lixiang Education Holding Co., Ltd., by certain individual investors (collectively, the “Selling Shareholders”). See “Selling Shareholders” beginning on page 33. Each ADS represents 5 ordinary shares, US$0.0001 par value per share. The ADSs to which this prospectus relates represent ordinary shares that will be issued to the Selling Shareholders pursuant to, and subject to the terms and conditions of, the share subscription agreements, dated as of August 25, 2023, by us and each of the Selling Shareholders. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of ADSs by the Selling Shareholders. We will pay the expenses incurred in registering the ADSs to which this prospectus relates, including legal and accounting fees. See “Plan of Distribution.” Our ADSs are listed on The Nasdaq Global Market under the symbol “LXEH.” On September 28, 2023, the last sale price of our ADSs reported on The Nasdaq Global Market was US$0.2400. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and will be subject to reduced public company reporting requirements. Unless otherwise indicated or the context otherwise requires, references in this prospectus to “Lixiang,” “we,” “us,” “the Company,” “our company” and “our” refer to Lixiang Education Holding Co., Ltd., the Cayman Islands holding company and its subsidiaries, and “Variable Interest Entities” or “VIEs” refer to Lishui Mengxiang, Qingtian International School, Beijing Xinxiang, Beijing P.X., Langfang School, Hainan Jiangcai and Chuangmei Weiye, the entities (each as defined below) based in mainland China 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 we have an exclusive option to purchase all or part of the equity interests and all or a portion of the assets at the minimum price possible to the extent permitted by the laws of the People’s Republic of China (“PRC”). Lixiang is not a Chinese operating company, but a Cayman Islands holding company with operations mainly conducted by its subsidiaries and the VIEs based in mainland China. This 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, and operation of vocational schools. In response to these restrictions, Lixiang operates these businesses in China through the 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. 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. Although the contractual arrangements and the VIE structure have been widely adopted by PRC companies listed overseas, such arrangements have not been tested in any of the PRC courts. 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