丽翔教育美股招股说明书(2023-10-02版)

Lixiang Education Holding Co., Ltd. This prospectus relates to the resale, from time to time, of up to 50,000,000 ordinary shares in the form ofAmerican depositary shares (“ADSs”) of Lixiang Education Holding Co., Ltd., by certain individualinvestors (collectively, the “Selling Shareholders”). See “Selling Shareholders” beginning on page 33. EachADS represents 5 ordinary shares, US$0.0001 par value per share. The ADSs to which this prospectusrelates represent ordinary shares that will be issued to the Selling Shareholders pursuant to, and subject tothe terms and conditions of, the share subscription agreements, dated as of August 25, 2023, by us and eachof the Selling Shareholders. We are not selling any securities under this prospectus and will not receive any of the proceeds from thesale of ADSs by the Selling Shareholders. We will pay the expenses incurred in registering the ADSs to which this prospectus relates, including legaland 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 subjectto 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., theCayman Islands holding company and its subsidiaries, and “Variable Interest Entities” or “VIEs” refer toLishui 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 ofwhich we have power to control the management, and financial and operating policies and have the right torecognize and receive substantially all the economic benefits and in which we have an exclusive option topurchase all or part of the equity interests and all or a portion of the assets at the minimum price possible tothe 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 operationsmainly conducted by its subsidiaries and the VIEs based in mainland China. This structure involves uniquerisks 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, includingeducation at the primary, middle school and high school levels, and operation of vocational schools. Inresponse to these restrictions, Lixiang operates these businesses in China through the VIE structure whichprovides investors with exposure to foreign investment in the Chinese operating companies where Chineselaw prohibits us from direct foreign investment in the operating companies. There are substantialuncertainties regarding the interpretation and application of current and future PRC laws, regulations, andrules relating to the contractual arrangements and the VIE structure. Although the contractual arrangementsand 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 arrangementsor the VIE structure non-compliant with the restrictions on direct foreign investment in the relevantindustries, or if the relevant PRC laws, regulations, and rules or the interpretation thereof change in thefuture, we could be subject to severe penalties or be forced to relinquish our interests in the VIEs or forfeitour rights under the contractual arrangements. Lixiang and investors in the ADSs face uncertainty aboutpotential future actions by the PRC government, which could affect the enforceability of our contractualarrangements, consequently, significantly affect the financial condition and results of operations. If we areunable to claim our right to control the assets of the VIEs, the ADSs may decline in value or becomeworthless. The PRC government could even disallow the VIE structure completely, which would likelyresult in a material adverse change in our operations and the ADSs may significantly decline in value orbecome worthless. For more details, see “Item 3. Key Information—D. Risk Factors — Risks Relating toOur Corporate Structure” in our annual report on Form 20-F for the year ended December 31, 2022incorporated by reference herein. We face various legal and operational risks and uncertainties associated with being based in and having themajority of our operations in mainland China and the complex and evolving mainland China laws andregulations. For example, we face risks