F-1 1 ea0222888-f1_lixiang.htm REGISTRATION STATEMENT

As Filed with the Securities and Exchange Commission on November 29, 2024.

Registration No. 333-[●]

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lixiang Education Holding Co., Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

Cayman Islands		8200		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

No. 818 Hua Yuan Street

Liandu District, Lishui City, Zhejiang Province, 323000

People’s Republic of China
+86-578-2267142
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

(800) 221-0102

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion)

Dated November 29, 2024.

American Depositary Shares

Lixiang Education Holding Co., Ltd.

Representing

1,800,000,000

Class A Ordinary Shares

This prospectus relates to the resale, from time to time, of up to 1,800,000,000 Class A ordinary shares, par value US$0.0001 per share (“Class A 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 34. Each ADS represents 100 Class A Ordinary Shares, US$0.0001 par value per share. The ADSs to which this prospectus relates represent Class A 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 November 28, 2024, 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 November 27, 2024, the last sale price of our ADSs reported on The Nasdaq Global Market was US$2.3800.

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, Lishui International School, Beijing P.X., Langfang School, Hainan Jiangcai and Hebei Chuangxiang (historically, the VIEs also included Qingtian International School from August 31, 2021 to December 31, 2023, Chuangmei Weiye from January 1, 2022 to November 9, 2023 and Beijing Xinxiang from January 2022 to June 2024), 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 may significantly decline in value or become worthless. For more details, see “Item 3. Key Information—D. Risk Factors — Risks Relating to Our Corporate Structure” in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

We face various legal and operational risks and uncertainties associated with being based in and having the majority of our operations in mainland China and the complex and evolving mainland China laws and regulations. For example, we face risks associated with the fact that the PRC government has significant authority in regulating our operations and may influence or intervene in our operations at any time, regulatory approvals on offerings conducted overseas by, and foreign investment in, China-based issuers, anti-monopoly regulatory actions, and oversight on data security, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States exchange. On December 16, 2021, the Public Company Accounting Oversight Board (the “PCAOB”) issued its report notifying the Securities and Exchange Commission (the “SEC”) of its determination that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong. Under the Holding Foreign Companies Accountable Act, or the HFCAA, if the SEC determines that an issuer has filed audit reports issued by a registered public accounting firm that has not been subject to inspections for two consecutive years, the SEC shall prohibit its securities from being traded on a national securities exchange or in the over the counter trading market in the U.S. Furthermore, on December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the HFCAA, pursuant to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for two consecutive years. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. Our auditor, Audit Alliance LLP, the independent registered public accounting firm that issues the audit report included in the annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein, is headquartered in Singapore and registered with the PCAOB. Our auditor is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. As such, as of the date of this prospectus, our auditor is not subject to the December 16, 2021 determinations announced by the PCAOB and our listing is not affected by the HFCAA and related regulations. While our auditor is based in the U.S. and is registered with PCAOB and subject to PCAOB inspection as of the date of this prospectus, if, in the future, we have been identified by the SEC for two consecutive years as a “Commission-Identified Issuer” whose registered public accounting firm is determined by the PCAOB that it is unable to inspect or investigate completely because of a position taken by one or more authorities in China, the SEC may prohibit our shares or ADSs from being traded on a national securities exchange or in the over the counter trading market in the United States, and this ultimately could result in our ADSs being delisted. For more details, see “Item 3. Key Information—D. Risk Factors — Risks Related to Doing Business in China” in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

The Company may transfer funds into Liandu WFOE (as defined below) to pay in their initially subscribed registered capital, and provide loans to Liandu WFOE and the VIEs. Funds may also be paid by the VIEs to Liandu WFOE, as service fees according to the contractual arrangements. For the years ended December 31, 2021, 2022, 2023 and for the six months ended June 30, 2023 and 2024, the cash flows that have occurred between the Company, the VIEs and their consolidated subsidiaries, Liandu WFOE which is the primary beneficiary of the VIEs, and other subsidiaries are summarized as the following:

	For the years ended December 31,						For the six months ended June 30,
	2021		2022		2023		2023	2024
	RMB		RMB			RMB	RMB	RMB
Cash paid by Lianwai School to other subsidiaries for food procurement service		16,056,452		—		—	—	—
Cash transfer from Liandu WFOE to other subsidiaries		—		600,000		—	—	15,350,000
Cash transfer from Liandu WFOE to VIEs and their consolidated subsidiaries		46,860,000		17,350,000		15,800,000	15,800,000	13,845,405
Cash transfer from VIEs and their consolidated subsidiaries to Liandu WFOE		33,601,578		18,788,590		15,550,000	15,300,000	28,770,625
Cash transfer from other subsidiaries to Liandu WFOE		17,600,000		—		—	—	—
Cash transfer from other subsidiaries to VIEs and their consolidated subsidiaries		9,900,000		45,000,000		650,000	150,000	5,600,000
Cash transfer from VIEs and their consolidated subsidiaries to other subsidiaries		15,110,752		—		20,150,000	20,000,000	200,000
Cash transfer from other subsidiaries to Lianwai Investment		—		—		—	—	2,270,720

From June 30, 2024 to the date of this prospectus, cash is transferred among the Company, Liandu WFOE, the VIEs and their consolidated subsidiaries, in the following manners: (i) Liandu WFOE provided a total of RMB250,000 in cash to VIEs and their consolidated subsidiaries; (ii) Other subsidiaries provided a total of RMB155,000 in cash to VIEs and their consolidated subsidiaries; (iii)VIEs and their consolidated subsidiaries provided a total of RMB455,000 in cash to other subsidiaries. The aforementioned cash transfers were generally for working capital purpose among the Liandu WFOE, VIEs and their consolidated subsidiaries, and other subsidiaries.

As of the date of the prospectus, other than the cash transfer described hereto, there were no transfer of other assets between the Company, Liandu WFOE, VIEs and their consolidated subsidiaries have never made any dividends or distributions to Lixiang. Similarly, the Company has not declared or made any dividend or other distribution to its shareholders, including U.S. investors to date. Furthermore, the Company, Liandu WFOE, the VIEs and their consolidated subsidiaries have not any plan to pay any dividends in cash in the foreseeable future. The service fees and expenses owed under the VIEs agreements would be settled by VIEs to Liandu WFOE through negotiation.

According to the dividend policy, our board of directors has discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium account, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. To the extent cash is generated in our PRC subsidiaries, and may need to be used to fund operations outside of mainland China, such funds may not be available due to limitations placed by the PRC government. Furthermore, to the extent assets (other than cash) in our business are located in the PRC or held by a PRC entity, the assets may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of us and our subsidiaries to transfer assets by the PRC government. The cash management policies are a part of the Company’s internal control procedures. The cash management policies enable the Company to formalize the procedures on the handling, depositing, receiving, safeguarding and recording of cash transfers. The cash management policies provide reasonable assurance for the consolidated financial statements, rather than imposing any restrictions or limitations on the cash transferred among the Company, its subsidiaries, the consolidated VIEs and its shareholders, as the case may be. Each cash transfer requires approval of the financial manager. Cash transfer in excess of RMB0.5 million (US$0.08 million) but less than RMB1 million (US$0.16 million) shall be reviewed and approved by the Chief Financial Officer of the Company. Cash transfer in excess of RMB1 million (US$0.16 million) shall be reviewed and approved by both Chief Financial Officer and Chief Executive Officer of the Company. For a detailed description of how cash is transferred through our organization, see “Prospectus Summary — Cash and Asset Flows through Our Organization.”

Investing in the ADSs involves risks. See “Risk Factors” beginning on page 30.

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.

Prospectus dated November 29, 2024

TABLE OF CONTENTS

INTRODUCTION		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		30
FORWARD-LOOKING STATEMENTS		31
USE OF PROCEEDS		31
ENFORCEABILITY OF CIVIL LIABILITIES		32
DIVIDEND POLICY		33
CAPITALIZATION		33
THE TRANSACTION		33
SELLING SHAREHOLDERS		34
PLAN OF DISTRIBUTION		35
DESCRIPTION OF SHARE CAPITAL		36
DESCRIPTION OF AMERICAN DEPOSITARY SHARES		45
EXPENSES RELATED TO THIS OFFERING		57
LEGAL MATTERS		57
EXPERTS		57
INCORPORATION BY REFERENCE		57
WHERE YOU CAN FIND ADDITIONAL INFORMATION		58

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability, and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. The selling shareholders are offering to sell, and seeking offers to buy, shares of our Class A Ordinary Shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of Class A Ordinary Shares.

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INTRODUCTION

Except where the context otherwise requires and for purposes of this prospectus only:

●

“Beijing P.X.” refers to Beijing Pengxiang Xinrui Education Technology Co., Ltd. (北京鹏翔新睿教育科技有限公司), formerly known as Beijing Pengxiang Tianxia Education Technology Co., Ltd. (北京鹏翔天下教育科技有限公司) prior to August 2024, a company incorporated under the laws of the PRC and a wholly-owned subsidiary of Lishui Mengxiang;

●

“Beijing S.K.” refers to Beijing Shangkun Education Technology Development Co., Ltd. (北京商鲲教育科技发展有限公司), a company incorporated under the laws of the PRC;

●

“Beijing Xinxiang” refers to Beijing Xinxiang Future Technology Development Co., Ltd. (北京心翔未来科技发展有限公司), a company incorporated under the laws of the PRC and in which Lishui Mengxiang holds 43% equity interests;

●

“Beijing R.R.Z.” refers to Beijing Renrenzhen Intelligent Technology Co., Ltd. (北京人人诊智能科技有限公司), a company incorporated under the laws of the PRC holding 42% equity interests of Beijing Xinxiang;

	●	“China”, “mainland China” or the “PRC” refers to the People’s Republic of China, excluding, for the purposes of this prospectus on Form F-1 only, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan, while the legal and operational risks associated with operating in China also apply to operations in Hong Kong;

	●	“Chuangmei Weiye” refers to Beijing Chuangmei Weiye Enterprise Management Co., Ltd. ( 北京创美伟业企业管理有限公司) , a company incorporated under the laws of the PRC and a wholly-owned subsidiary of Beijing P.X. until November 9, 2023;

●

“Hainan Jiangcai” refers to Hainan Jiangcai Vocational Skills Training School Co., Ltd. (海南匠才职业技能培训学校有限公司), a company incorporated under the laws of the PRC and a wholly-owned subsidiary of Beijing P.X.;

●

“Hangzhou Youxi” refers to Hangzhou Youxi Information Technology Co., Ltd., a company incorporated under the laws of the PRC and a wholly-owned subsidiary of Liandu WFOE;

●

“HK$” refers to the legal currency of Hong Kong;

●

“Hong Kong” refers to Hong Kong Special Administrative Region of the People’s Republic of China;

●

“Langfang School” refers to Langfang City Rail Transit Technical School (廊坊市城轨交通技工学校), a PRC school specialized in providing vocational education;

-ii-

●

“Lianwai School” refers to Liandu Foreign Language School (莲都外国语学校), comprising of Baiyun Campus and Yijing Campus—Featured Division, which was historically controlled and consolidated by Liandu WFOE through a series of contractual arrangements but was deconsolidated on September 1, 2021;

●

“Liandu WFOE” refers to Zhejiang Mengxiang Consultancy Services Co., Ltd. (浙江梦翔咨询服务有限公司), a wholly foreign-owned enterprise incorporated under the laws of the PRC;

●

“Lishui Mengxiang” refers to Zhejiang Lishui Mengxiang Education Development Co., Ltd. (浙江丽水梦翔教育发展有限公司), a company incorporated under the laws of the PRC and the sponsor of Qingtian International School and Lishui International School;

●

“Lishui International School” refers to Lishui Overseas Chinese Senior High School (丽水市华侨高级中学), a PRC private educational school specialized in providing high school education;

●

“Macau” refers to Macau Special Administrative Region of the People’s Republic of China;

●

“Mengxiang Holdings” or “Controlling Shareholder” refers to, Mengxiang Holdings Limited, a British Virgin Islands company wholly-owned and controlled by Ms. Fen Ye;

●

“Qingtian International School” refers to Qingtian Overseas Chinese Experimental High School (青田华侨实验高级中学) , a PRC private educational school specialized in providing high school education, formerly known as Qingtian Overseas Chinese International School (青田县华侨国际学校) prior to February 2023;

●

“RMB” and “Renminbi” refer to the legal currency of China;

●

“US$” and “U.S. dollars” refer to the legal currency of the United States;

●

“Vocational Education Services Providers” refer to Beijing Xinxiang, Langfang School, and Hainan Jiangcai;

●

“Xianke” refers to Zhejiang Lishui Xianke Agricultural Products Distribution Co., Ltd. (浙江丽水鲜客农产品配送有限公司), a company incorporated under the laws of the PRC and a wholly-owned subsidiary of Liandu WFOE; and

●

“Hebei Chuangxiang” refers to Hebei Chuangxiang Enterprise Management Co., Ltd.(河北创翔企业管理有限公司), a company incorporated under the laws of the PRC and a wholly-owned subsidiary of Beijing P.X.

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PROSPECTUS SUMMARY

This summary highlights important features of this offering and the information included or incorporated by reference herein. It does not contain all of the information that you should consider in making your investment decision. Before investing in the ADSs, you should read this summary together with the entire prospectus, including the risks that we describe under “Risk Factors” below and in our annual report on Form 20-F for the year ended December 31, 2023, and our consolidated financial statements and the related notes, such report, financial statements and notes being incorporated by reference herein. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Lixiang,” “the Company,” “our company,” “we,” “us” and “our” refer to Lixiang Education Holding Co., Ltd. and its consolidated subsidiaries, or any one or more of them as the context may require.

The Transaction

On November 28, 2024, the Company entered into a share subscription agreement with each of JONG TCHUN JIN, CHONG JUINN HUI, KON CHEE THONG, ONG SIN LEONG, MAH KEN TOH, VUN SIONG WEE, LAW KOK LEONG, RAYMOND WEE HIAN SEN, CHAI KUEH SIN, WONG SIONG YEE and SIAW TING LIANG (collectively, the “Selling Shareholders”) (collectively, the “2024 Purchase Agreements”), pursuant to which the Company agreed to issue and sell to the Selling Shareholders a total of 1,800,000,000 Class A Ordinary Shares with a par value of US$0.0001 each of the Company, in the aggregate consideration of US$34,200,000. Additionally, the Company agreed to file a registration statement with the SEC covering the resale of ADSs representing the Class A Ordinary Shares that will be issued to the Selling Shareholders under the 2024 Purchase Agreements. After such registration statement is declared effective by the SEC and a final prospectus in connection therewith is filed and the other conditions set forth in the 2024 Purchase Agreements are satisfied, the Company will issue and sell the 1,800,000,000 Class A Ordinary Shares to the Selling Shareholders.

The Company

Lixiang is a Cayman Islands holding company and not a Chinese operating company, and does not conduct operations directly. The operations in China are conducted through Liandu WFOE and its subsidiaries in which Lixiang holds equity ownership interests, and their contractual arrangements, commonly known as the VIE structure. The VIEs are consolidated for accounting purpose only and Lixiang does not own any equity interest in the VIEs. Our corporate 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.

Our and the VIEs’ private education services primarily consist of high school education and vocational education. For the year ended December 31, 2023, we and the VIEs have established an education services network consisting of two high schools, three vocational education services providers and two comprehensive human resources services providers, covering Zhejiang Province, Hebei Province, and Hainan Province in mainland China.

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. As we are a company incorporated in the Cayman Islands, our wholly-owned subsidiary in the PRC, Liandu WFOE, is viewed as a foreign-owned enterprise, and thus is ineligible to apply for or hold licenses to operate, or otherwise own equity interests in, primary and middle schools. Also, as neither we nor Liandu WFOE is a foreign education institution or a foreign vocational skills training institution with relevant qualifications on education services and operating high-quality education, we and Liandu WFOE are ineligible to independently or jointly invest in or operate high schools or vocational schools pursuant to the relevant laws and regulations. In response to these restrictions, the Company 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.

Contractual Arrangements with respect to Qingtian International School

On April 20, 2022, Liandu WFOE entered into a series of contractual arrangements, or the VIE structure, with Lishui Mengxiang, Qingtian International School, shareholders of Lishui Mengxiang and the Council Members of Qingtian International School. On January 31, 2023, due to the change of shareholders of Lishui Mengxiang, Liandu WFOE entered into an updated series of contractual arrangements with respect to the operation of Qingtian International School. The updated series of contractual arrangements replaced the previous ones in their entirety and took effect on December 16, 2022, the same date when the shareholders of Lishui Mengxiang signed an equity transfer agreement. On January 15, 2024, Lishui Mengxiang entered into a definitive agreement to transfer 100% of the sponsorship interests of Qingtian International School to Zhejiang Lishui Qiaoxiang Education Consulting Services Co., Ltd (“Qiaoxiang Education”), an entity affiliated with Mr. Biao Wei, a director and the Chief Executive Officer of the Company, for a consideration of RMB23,161,000. On April 2, 2024, Liandu WFOE, Lishui Mengxiang, Qingtian International School, the shareholders of Lishui Mengxiang and the Council Members of Qingtian International School entered into an Acknowledgment Agreement of Contractual Agreements of Qingtian Overseas Chinese Experimental High School (the “Acknowledgment Agreement of Contractual Agreements of Qingtian Overseas Chinese Experimental High School”), pursuant to which rights and obligations under contractual arrangements with respect to Qingtian International School were actually terminated on December 31, 2023. We deconsolidated the results of Qingtian International School in our consolidated financial statements since December 31, 2023.

Below is a summary of the material provisions of these contractual arrangements among Liandu WFOE and the shareholders of Lishui Mengxiang. For more complete information you should read these agreements in their entirety. These agreements or their forms are filed as exhibits to this prospectus on Form F-1.

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Exclusive Call Option Agreement. Under the Exclusive Call Option Agreement dated January 31, 2023, Ms. Fen Ye and Ms. Hong Ye, or the shareholders of Lishui Mengxiang have irrevocably granted Liandu WFOE or its designated purchaser the exclusive right to purchase all or part of the direct and/or indirect equity interests of Lishui Mengxiang, or the Equity Call Option. The purchase price payable by Liandu WFOE or its designated purchaser in respect of the transfer of Lishui Mengxiang’s direct and/or indirect equity interest or equity interests shall be at the lowest price permitted under the PRC laws and regulations. Liandu WFOE or its designated purchaser shall have the right to purchase such proportion of Lishui Mengxiang’s interest in Qingtian International School and/or other equity interest of Lishui Mengxiang as it decides at any time. Qingtian International School provides high school education services, in which case the foreign investors are restricted to hold equity interests of Lishui Mengxiang, Qingtian International School’s sponsor, in accordance with the current PRC laws and regulations. If and when the PRC laws and regulations allow Liandu WFOE or us to directly hold all or part of the school sponsor interests in Qingtian International School and/or all or part of other equity interests of Lishui Mengxiang and operate competent education business in the PRC, Liandu WFOE shall issue the notice of exercise of such equity call option as soon as practicable, and the percentage of interests to be purchased upon exercise of such Equity Call Option shall be no less than the maximum percentage allowed to be held by Liandu WFOE or its designated purchaser under the PRC laws and regulations. Such equity transfer price is not expressly provided for in the current PRC laws and regulations and it is uncertain whether it may be further regulated by future PRC laws and regulations. Pursuant to the Exclusive Call Option Agreement, all taxes and fees associated with the equity transfer shall be paid by Lishui Mengxiang’s shareholders and/or the direct equity holders of the VIEs upon the transfer. In the absence of written consent from Liandu WFOE, except as otherwise described in the Exclusive Call Option Agreement, Lishui Mengxiang and its shareholders shall not sell, transfer, assign or otherwise dispose of or create any encumbrance on any of Lishui Mengxiang’s assets, businesses or equity interests or procure separation or merge with any other entities. Furthermore, without written consent from Liandu WFOE, Lishui Mengxiang may not terminate any material contracts or enter into any other contracts which may contradict such material contracts, incur any indebtedness or provide any loan or guarantee to a third party, except as disclosed to Liandu WFOE, or alter the nature or scope of its business. The Exclusive Call Option Agreement will remain in force during the operation term of VIEs and any periods that are renewable pursuant to the PRC laws, and will terminate automatically when Liandu WFOE and/or its designated entities fully exercised their options to purchase all the equities of VIEs in accordance with this agreement. In addition, unless otherwise stipulated by laws, this agreement may not be terminated by Lishui Mengxiang or its shareholders unilaterally, but may only be terminated by Liandu WFOE after notice in advance.

Proxy Agreement for School’s Sponsors and Council Members. Pursuant to the Proxy Agreement for School’s Sponsors and Council Members dated January 31, 2023, Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as school sponsor of Qingtian International School to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) the right to appoint and/or elect of council members of Qingtian International School; (b) the right to appoint and/or elect the supervisors of Qingtian International School; the right to put forward the School’s mission and scope of operation;(c)the right to examine or approve the Articles of Association of Qingtian International School, development planning, major projects and budget for revenues and expenditures;(d) the right to supervise the performance of Qingtian International School and the achievement of the objectives set out in the bylaw;(e) the right to establish the executive school council in accordance with the authority and procedures prescribed in the bylaw of Qingtian International School and to participate in the running and management of the School;(f) the right to access the information about the operation conditions and financial conditions of Qingtian International School;(g) the right to consult the resolutions, records, financial and accounting statements and reports of the school council meetings in accordance with the PRC laws;(h) the right to obtain reasonable returns from Qingtian International School’s Sponsor in accordance with the PRC laws;(i) the right to obtain the remaining property of Qingtian International School after the liquidation in accordance with the PRC laws;(j) the right to transfer the interests of Qingtian International School’s Sponsor in accordance with the PRC laws;(k) the right to select the profitability and non-profitability of the characteristic of Qingtian International School in accordance with the PRC laws, regulations or regulatory documents; and(l) any other rights of Qingtian International School’s Sponsor provided by other applicable laws and regulations of the PRC and the articles of association of Qingtian International School (as amended from time to time).

The appointed Council Members of Qingtian International School from Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as school sponsor of Qingtian International School to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) acting as the agent of Qingtian International School’s Sponsor to attend the council meeting of Qingtian International; enjoying the right to speak, propose, vote, elect and stand for election, and the right to know, propose and supervise council meeting and business activities carried out by Qingtian International School; (b) exercising the voting rights on behalf of Qingtian International School’s Sponsor for all matters requiring discussion and resolution of the council; (c) proposing to convene a council meeting of Qingtian International School; (d) signing the council meeting minutes, council meeting resolutions or other legal documents that the Appointed Council Members has the right to sign as the council member of Qingtian International School; (e) instructing the legal representative, the financial, business and administrative chiefs, etc. of Qingtian International School to act in accordance with the Trustee’s intention; (f) exercising other rights of the council member and council members’ voting rights under the articles of association (including any other council members’ voting rights as stipulated in the amended articles of association) of Qingtian International School; (g) handling legal procedures containing registration, examination and approval and license of schools at the competent departments of government; and (h) any other rights of the Council Member as pursuant to the applicable PRC laws, regulations and the articles of association (as amended from time to time) of Qingtian International School. In addition, each of Lishui Mengxiang and the Council Members of Qingtian International School have irrevocably agreed that (i) Liandu WFOE may delegate its rights under the Proxy Agreement for School’s Sponsors and Council Members to the directors of Liandu WFOE or its designated person, without prior notice to or approval by Lishui Mengxiang and the Council Members of Qingtian International School; and (ii) any person as successor of civil rights of Liandu WFOE or liquidator by reason of subdivision, merger, liquidation of Liandu WFOE or other circumstances shall have authority to replace Liandu WFOE to exercise all rights under the Proxy Agreement for School’s Sponsors and Council Members.

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Proxy Agreement for Shareholders. Pursuant to the Proxy Agreement for Shareholders dated January 31, 2023, each shareholder of Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as the shareholder to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) the right to attend the shareholders’ meeting of our school acting as WFOE’s nominee; (b) the right to vote on behalf of the sponsors for all matters requiring discussion and resolution of the shareholders’ meeting; (c) the right to sign the shareholders’ minutes, resolutions or other legal documents; (d) the right to indicate the directors, the legal representative, etc. to act in accordance with WFOE’s intention; (e) the right to handle legal procedures containing registration, examination and approval and license of schools at the competent departments of governments; (f) the right to decide to transfer or otherwise dispose of the equity of our school; (g) any other shareholder rights as pursuant to the applicable PRC laws, regulations and our school’s articles of association as amended from time to time.

Business Cooperation Agreement. Pursuant to the Business Cooperation Agreement dated January 31, 2023, Liandu WFOE shall provide technical services, management support and consulting services necessary for the private education business, and in return, the VIEs shall make payments accordingly. In particular, such services include but not limited to developing curriculum, conducting market research and offering management and marketing advice, providing technology services, providing public relations services, providing support for teacher hiring and training and providing other services that the VIEs may need from time to time. Without the prior consent of Liandu WFOE, none of the VIEs may accept such services provided by any third party. As part of the business cooperative agreement, VIEs and the shareholders of Lishui Mengxiang agree that they will not take any actions except as otherwise described in the Business Cooperation Agreement, such as incurring indebtedness, disposing of material assets, materially changing the scope or nature of the business of the VIEs, disposing of their equity interests in the VIEs, or paying dividends or other similar payments to the sponsors or the shareholders VIEs in the absence of written consent from Liandu WFOE. The aforementioned agreements will terminate automatically when Liandu WFOE and/or its designated entities fully exercised their options to purchase all the equities held by Nominee Shareholders in accordance with the Exclusive Call Option Agreement. In addition, unless otherwise stipulated by laws, this agreement may not be terminated by VIEs or the shareholders, but may only be terminated by Liandu WFOE after notice in advance.

Exclusive Technical Service and Business Consulting Agreement. Pursuant to the Exclusive Technical Service and Business Consulting Agreement dated January 31, 2023, Liandu WFOE agreed to provide exclusive technical services to Qingtian International School and Qingtian International School’s sponsor, Lishui Mengxiang. Furthermore, Liandu WFOE agreed to provide exclusive business consultancy services to Qingtian International School and Qingtian International School’s sponsor. In consideration of the technical and business consultancy services provided by Liandu WFOE, Qingtian International School and Qingtian International School’s sponsor agreed to pay Liandu WFOE a service fee withdrawn from their respective amount of surplus from operations after deducting all costs, expenses, taxes, losses (if required by the law) and the legally development fund of the respective school (if required by the law) and other costs and funds that shall be retained at Qingtian International School in accordance with applicable PRC laws. Liandu WFOE has the right (but not the obligation) to adjust the amount of such service fee by reference to the actual services provided and the actual business operations and needs of Qingtian International School and Qingtian International School’s sponsor, provided that any adjusted amount shall not exceed the amount mentioned above. Qingtian International School and Qingtian International School’s sponsor do not have any right to make any such adjustment. Unless otherwise prescribed under the PRC laws and regulations, Liandu WFOE shall have exclusive proprietary rights to any technology and intellectual property developed and materials prepared in the course of the provision of research and development, technical support and services by Liandu WFOE to Qingtian International School and Qingtian International School’s sponsor, and any intellectual property in the products developed, including any other rights derived thereunder, in the course of performance of obligations under the Exclusive Technical Service and Business Consulting Agreement and/or any other agreements entered into between Liandu WFOE and the VIEs.

Equity Pledge Agreement. Pursuant to the Equity Pledge Agreement dated January 31, 2023, the shareholders unconditionally and irrevocably pledged all of their equity interests in Lishui Mengxiang to Liandu WFOE to guarantee performance of the obligations of the VIEs under the Exclusive Call Option Agreement, Business Cooperation Agreement, Exclusive Technical Service and Business Consulting Agreement, Proxy Agreement for Shareholders, Proxy Agreement for School’s Sponsors and Council Members and Loan Agreement, each as described above the shareholders of Lishui Mengxiang agreed that without prior written consent of the PRC WFOE, they shall not transfer or dispose of the pledged equity interests, or create or allow any encumbrance on the pledged equity interests. Unless otherwise stipulated by laws, this agreement may not be terminated by Lishui Mengxiang or the shareholders of Lishui Mengxiang unilaterally, but may only be terminated by the Liandu WFOE after notice in advance. The equity pledge agreement remains in full force and effect until all of the obligations under the contractual arrangements have been duly performed or the guaranteed debts are duly paid. The pledge of equity interests in Lishui Mengxiang has been duly registered with the local branch of SAIC and is effective upon such registration.

Acknowledge Agreement. Pursuant to the Acknowledgment Agreement of Contractual Agreements of Qingtian Overseas Chinese Experimental High School dated April 2, 2024, the rights and obligations under the Business Cooperation Agreement, the Exclusive Technical Service and Business Consulting Agreement, the Exclusive Call Option Agreement, the Proxy Agreement for School’s Sponsor and Council Members and the Loan Agreement relating to Qingtian International School and the Council Members thereunder were actually terminated on December 31, 2023.

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Contractual Arrangements with respect to Langfang School

On March 28, 2023, Liandu WFOE entered into a series of contractual arrangements, or the VIE structure, with Beijing P.X. and Langfang School, shareholders of Beijing P.X. and the Council Members of Langfang School. The series of contractual arrangements became effective on January 1, 2022. Below is a summary of the material provisions of these contractual arrangements among Liandu WFOE and the shareholders of Beijing P.X.. For more complete information you should read these agreements in their entirety. These agreements or their forms are filed as exhibits to this prospectus on Form F-1.

Exclusive Call Option Agreement. Under the Exclusive Call Option Agreement dated March 28, 2023, Ms. Fen Ye, Ms. Hong Ye, and Lishui Mengxiang, or the shareholders of Beijing P.X. have irrevocably granted Liandu WFOE or its designated purchaser the exclusive right to purchase all or part of the direct and/or indirect equity interests of Beijing P.X. and Langfang School, or the Equity Call Option. The purchase price payable by Liandu WFOE or its designated purchaser in respect of the transfer of above equity interests shall be at the lowest price permitted under the PRC laws and regulations. Liandu WFOE or its designated purchaser shall have the right to purchase such proportion of Beijing P.X.’s interest in Langfang School and/or other equity interest of Beijing P.X. as it decides at any time. Langfang School provides vacational school education services, in which case the foreign investors shall be a foreign education institution or a foreign vocational skills training institution with relevant qualifications on education services and operating high-quality education in accordance with the current PRC laws and regulations. If and when the PRC laws and regulations allow Liandu WFOE or us to directly hold all or part of the school sponsor interests in Langfang School and/or all or part of other equity interests of Beijing P.X. and operate competent education business in the PRC, Liandu WFOE shall issue the notice of exercise of such equity call option as soon as practicable, and the percentage of interests to be purchased upon exercise of such Equity Call Option shall be no less than the maximum percentage allowed to be held by Liandu WFOE or its designated purchaser under the PRC laws and regulations. Such equity transfer price is not expressly provided for in the current PRC laws and regulations and it is uncertain whether it may be further regulated by future PRC laws and regulations. Pursuant to the Exclusive Call Option Agreement, all taxes and fees associated with the equity transfer shall be paid by Beijing P.X.’s shareholders upon the transfer. In the absence of written consent from Liandu WFOE, except as otherwise described in the Exclusive Call Option Agreement, Beijing P.X. and its shareholders shall not sell, transfer, assign or otherwise dispose of or create any encumbrance on any of Langfang School’s assets, businesses or equity interests or procure separation or merge with any other entities. Furthermore, without written consent from Liandu WFOE, Langfang School may not terminate any material contracts or enter into any other contracts which may contradict such material contracts, incur any indebtedness or provide any loan or guarantee to a third party, except as disclosed to Liandu WFOE, or alter the nature or scope of its business. The Exclusive Call Option Agreement will remain in force during the operation term of Beijing P.X. and Langfang School and any periods that are renewable pursuant to the PRC laws, and will terminate automatically when Liandu WFOE and/or its designated entities fully exercised their options to purchase all the equities of Beijing P.X. and Langfang School in accordance with this agreement. In addition, unless otherwise stipulated by laws, this agreement may not be terminated by Langfang School, Beijing P.X. or its shareholders unilaterally, but may only be terminated by Liandu WFOE after notice in advance.

Proxy Agreement for School’s Sponsors and Council Members. Pursuant to the Proxy Agreement for School’s Sponsors and Council Members dated March 28, 2023, Beijing P.X. has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as school sponsor of Langfang School to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) the right to appoint and/or elect of council members of Langfang School; (b) the right to appoint and/or elect the supervisors of Langfang School; the right to put forward the School’s mission and scope of operation;(c)the right to examine or approve the Articles of Association of Langfang School, development planning, major projects and budget for revenues and expenditures;(d) the right to supervise the performance of Langfang School and the achievement of the objectives set out in the bylaw;(e) the right to establish the executive school council in accordance with the authority and procedures prescribed in the bylaw of Langfang School and to participate in the running and management of the School;(f) the right to access the information about the operation conditions and financial conditions of Langfang School;(g) the right to consult the resolutions, records, financial and accounting statements and reports of the school council meetings in accordance with the PRC laws;(h) the right to obtain reasonable returns from Langfang School’s Sponsor in accordance with the PRC laws;(i) the right to obtain the remaining property of Langfang School after the liquidation in accordance with the PRC laws;(j) the right to transfer the interests of Langfang School’s Sponsor in accordance with the PRC laws;(k) the right to select the profitability and non-profitability of the characteristic of Langfang School in accordance with the PRC laws, regulations or regulatory documents; and(l) any other rights of Langfang School’s Sponsor provided by other applicable laws and regulations of the PRC and the articles of association of Langfang School (as amended from time to time).

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The appointed Council Members of Langfang School from Beijing P.X. has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as school sponsor of Langfang School to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) acting as the agent of Langfang School’s Sponsor to attend the council meeting of Langfang School; enjoying the right to speak, propose, vote, elect and stand for election, and the right to know, propose and supervise council meeting and business activities carried out by Langfang School; (b) exercising the voting rights on behalf of Langfang School’s Sponsor for all matters requiring discussion and resolution of the council; (c) proposing to convene a council meeting of Langfang School; (d) signing the council meeting minutes, council meeting resolutions or other legal documents that the Appointed Council Members has the right to sign as the council member of Langfang School; (e) exercising other rights of the council member and council members’ voting rights under the articles of association (including any other council members’ voting rights as stipulated in the amended articles of association) of Langfang School; (f) handling legal procedures containing registration, examination and approval and license of school at the competent departments of government; and (g) any other rights of the Council Member as pursuant to the applicable PRC laws, regulations and the articles of association (as amended from time to time) of Langfang School. In addition, each of Beijing P.X. and the Council Members of Langfang School have irrevocably agreed that (i) Liandu WFOE may delegate its rights under the Proxy Agreement for School’s Sponsors and Council Members to the directors of Liandu WFOE or its designated person, without prior notice to or approval by Beijing P.X. and the Council Members of Langfang School; and (ii) any person as successor of civil rights of Liandu WFOE or liquidator by reason of subdivision, merger, liquidation of Liandu WFOE or other circumstances shall have authority to replace Liandu WFOE to exercise all rights under the Proxy Agreement for School’s Sponsors and Council Members.

Proxy Agreement for Shareholders. Pursuant to the Proxy Agreement for Shareholders dated March 28, 2023, Lishui Mengxiang, the shareholder of Beijing P.X. has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as the shareholder to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) the right to attend the shareholders’ meeting of Beijing P.X. acting as WFOE’s nominee; (b) the right to vote on behalf of Lishui Mengxiang for all matters requiring discussion and resolution of the shareholders’ meeting; (c) the right to sign the shareholders’ minutes, resolutions or other legal documents; (d) the right to indicate the directors, the legal representative, etc. to act in accordance with WFOE’s intention; (e) the right to handle legal procedures containing registration, examination and approval and license of Beijing P.X. at the competent departments of governments; (f) the right to decide to transfer or otherwise dispose of the equity of Beijing P.X.; (g) any other shareholder’s rights as pursuant to the applicable PRC laws, regulations and articles of association of Beijing P.X. as amended from time to time.

Business Cooperation Agreement. Pursuant to the Business Cooperation Agreement dated March 28, 2023, Liandu WFOE shall provide technical services, management support and consulting services necessary for the private education business, and in return, Beijing P.X. and Langfang School shall make payments accordingly. In particular, such services include but not limited to developing curriculum, conducting market research and offering management and marketing advice, providing technology services, providing public relations services, providing support for teacher hiring and training and providing other services that Beijing P.X. and Langfang School may need from time to time. Without the prior consent of Liandu WFOE, none of Beijing P.X. and Langfang School may accept such services provided by any third party. As part of the business cooperative agreement, Beijing P.X., Langfang School and the shareholders of Beijing P.X. agree that they will not take any actions except as otherwise described in the Business Cooperation Agreement, such as incurring indebtedness, disposing of material assets, materially changing the scope or nature of the business of Langfang School, disposing of their equity interests in the Langfang School, or paying dividends or other similar payments to Beijing P.X. or the shareholders of Beijing P.X. in the absence of written consent from Liandu WFOE. The aforementioned agreements will terminate automatically when Liandu WFOE and/or its designated entities fully exercised their options to purchase all the equities held by Nominee Shareholders in accordance with the Exclusive Call Option Agreement. In addition, unless otherwise stipulated by laws, this agreement may not be terminated by Beijing P.X., Langfang School or the shareholders of Beijing P.X., but may only be terminated by Liandu WFOE after notice in advance.

Exclusive Technical Service and Business Consulting Agreement. Pursuant to the Exclusive Technical Service and Business Consulting Agreement dated March 28, 2023, Liandu WFOE agreed to provide exclusive technical services to Langfang School and Beijing P.X.. Furthermore, Liandu WFOE agreed to provide exclusive business consultancy services to Langfang School and Beijing P.X.. In consideration of the technical and business consultancy services provided by Liandu WFOE, Langfang School and Beijing P.X. agreed to pay Liandu WFOE a service fee withdrawn from their respective amount of surplus from operations after deducting all costs, expenses, taxes, losses (if required by the law) and the legally development fund (if required by the law) and other costs and funds that shall be retained at Langfang School in accordance with applicable PRC laws. Liandu WFOE has the right (but not the obligation) to adjust the amount of such service fee by reference to the actual services provided and the actual business operations and needs of Langfang School and Beijing P.X., provided that any adjusted amount shall not exceed the amount mentioned above. Langfang School and Beijing P.X. do not have any right to make any such adjustment. Unless otherwise prescribed under the PRC laws and regulations, Liandu WFOE shall have exclusive proprietary rights to any technology and intellectual property developed and materials prepared in the course of the provision of research and development, technical support and services by Liandu WFOE to Langfang School and Beijing P.X., and any intellectual property in the products developed, including any other rights derived thereunder, in the course of performance of obligations under the Exclusive Technical Service and Business Consulting Agreement and/or any other agreements entered into between Liandu WFOE, Langfang School and Beijing P.X..

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Equity Pledge Agreement. Pursuant to the Equity Pledge Agreement dated March 28, 2023, the shareholders unconditionally and irrevocably pledged all of their equity interests in Beijing P.X. to Liandu WFOE to guarantee performance of the obligations of Langfang School and Beijing P.X. under the Exclusive Call Option Agreement, Business Cooperation Agreement, Exclusive Technical Service and Business Consulting Agreement, Proxy Agreement for Shareholders, Proxy Agreement for School’s Sponsors and Council Members and Loan Agreement, each as described above the shareholders of Beijing P.X. agreed that without prior written consent of the WFOE, they shall not transfer or dispose of the pledged equity interests, or create or allow any encumbrance on the pledged equity interests. Unless otherwise stipulated by laws, this agreement may not be terminated by Beijing P.X. or the shareholders of Beijing P.X. unilaterally, but may only be terminated by the Liandu WFOE after notice in advance. The equity pledge agreement remains in full force and effect until all of the obligations under the contractual arrangements have been duly performed or the guaranteed debts are duly paid. The pledge of equity interests in Beijing P.X. has been duly registered with the local branch of PRC State Administration of Market Regulation, or SAMR and is effective upon such registration.

Contractual Arrangements with respect to Lishui International School

On April 2, 2024, Liandu WFOE entered into a series of contractual arrangements, or the VIE structure, with Lishui Mengxiang, Lishui International School, shareholders of Lishui Mengxiang and the Council Members of Lishui International School. The series of contractual arrangements became effective on June 25, 2023. Below is a summary of the material provisions of these contractual arrangements among Liandu WFOE and the shareholders of Lishui Mengxiang. For more complete information you should read these agreements in their entirety. These agreements or their forms are filed as exhibits to this annual report on Form 20-F.

Exclusive Call Option Agreement. Under the Exclusive Call Option Agreement dated April 2, 2024, Ms. Fen Ye and Ms. Hong Ye, or the shareholders of Lishui Mengxiang have irrevocably granted Liandu WFOE or its designated purchaser the exclusive right to purchase all or part of the direct and/or indirect equity interests of Lishui Mengxiang, or the Equity Call Option. The purchase price payable by Liandu WFOE or its designated purchaser in respect of the transfer of Lishui Mengxiang’s direct and/or indirect equity interest or equity interests shall be at the lowest price permitted under the PRC laws and regulations. Liandu WFOE or its designated purchaser shall have the right to purchase such proportion of Lishui Mengxiang’s interest in Lishui International School and/or other equity interest of Lishui Mengxiang as it decides at any time. Lishui International School provides high school education services, in which case the foreign investors are restricted to hold equity interests of Lishui Mengxiang, Lishui International School’s sponsor, in accordance with the current PRC laws and regulations. If and when the PRC laws and regulations allow Liandu WFOE or us to directly hold all or part of the school sponsor interests in Lishui International School and/or all or part of other equity interests of Lishui Mengxiang and operate competent education business in the PRC, Liandu WFOE shall issue the notice of exercise of such equity call option as soon as practicable, and the percentage of interests to be purchased upon exercise of such Equity Call Option shall be no less than the maximum percentage allowed to be held by Liandu WFOE or its designated purchaser under the PRC laws and regulations. Such equity transfer price is not expressly provided for in the current PRC laws and regulations and it is uncertain whether it may be further regulated by future PRC laws and regulations. Pursuant to the Exclusive Call Option Agreement, all taxes and fees associated with the equity transfer shall be paid by Lishui Mengxiang’s shareholders and/or the direct equity holders of the VIEs upon the transfer. In the absence of written consent from Liandu WFOE, except as otherwise described in the Exclusive Call Option Agreement, Lishui Mengxiang and its shareholders shall not sell, transfer, assign or otherwise dispose of or create any encumbrance on any of Lishui Mengxiang’s assets, businesses or equity interests or procure separation or merge with any other entities. Furthermore, without written consent from Liandu WFOE, Lishui Mengxiang may not terminate any material contracts or enter into any other contracts which may contradict such material contracts, incur any indebtedness or provide any loan or guarantee to a third party, except as disclosed to Liandu WFOE, or alter the nature or scope of its business. The Exclusive Call Option Agreement will remain in force during the operation term of VIEs and any periods that are renewable pursuant to the PRC laws, and will terminate automatically when Liandu WFOE and/or its designated entities fully exercised their options to purchase all the equities of VIEs in accordance with this agreement. In addition, unless otherwise stipulated by laws, this agreement may not be terminated by Lishui Mengxiang or its shareholders unilaterally, but may only be terminated by Liandu WFOE after notice in advance.

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Proxy Agreement for School’s Sponsors and Council Members. Pursuant to the Proxy Agreement for School’s Sponsors and Council Members dated April 2, 2024, Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as school sponsor of Lishui International School to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) the right to appoint and/or elect of council members of Lishui International School; (b) the right to appoint and/or elect the supervisors of Lishui International School; the right to put forward the School’s mission and scope of operation;(c)the right to examine or approve the Articles of Association of Lishui International School, development planning, major projects and budget for revenues and expenditures;(d) the right to supervise the performance of Lishui International School and the achievement of the objectives set out in the bylaw;(e) the right to establish the executive school council in accordance with the authority and procedures prescribed in the bylaw of Lishui International School and to participate in the running and management of the School;(f) the right to access the information about the operation conditions and financial conditions of Lishui International School;(g) the right to consult the resolutions, records, financial and accounting statements and reports of the school council meetings in accordance with the PRC laws;(h) the right to use the remaining property of the school after the liquidation for running other non-profit schools continuously in accordance with the PRC laws;(i) the right to transfer the interests of Lishui International School’s sponsor in accordance with the PRC laws;and (j) any other rights of Lishui International School’s Sponsor provided by other applicable laws and regulations of the PRC and the articles of association of Lishui International School (as amended from time to time).

The appointed Council Members of Lishui International School from Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as school sponsor of Lishui International School to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) acting as the agent of Lishui International School’s Sponsor to attend the council meeting of Lishui International School; enjoying the right to speak, propose, vote, elect and stand for election, and the right to know, propose and supervise council meeting and business activities carried out by Lishui International School; (b) exercising the voting rights on behalf of Lishui International School’s Sponsor for all matters requiring discussion and resolution of the council; (c) proposing to convene a council meeting of Lishui International School; (d) signing the council meeting minutes, council meeting resolutions or other legal documents that the Appointed Council Members has the right to sign as the council member of Lishui International School; (e) instructing the legal representative, the financial, business and administrative chiefs, etc. of Lishui International School to act in accordance with the Trustee’s intention; (f) exercising other rights of the council member and council members’ voting rights under the articles of association (including any other council members’ voting rights as stipulated in the amended articles of association) of Lishui International School; (g) handling legal procedures containing registration, examination and approval and license of schools at the competent departments of government; and (h) any other rights of the Council Member as pursuant to the applicable PRC laws, regulations and the articles of association (as amended from time to time) of Lishui International School. In addition, each of Lishui Mengxiang and the Council Members of Lishui International School have irrevocably agreed that (i) Liandu WFOE may delegate its rights under the Proxy Agreement for School’s Sponsors and Council Members to the directors of Liandu WFOE or its designated person, without prior notice to or approval by Lishui Mengxiang and the Council Members of Lishui International School; and (ii) any person as successor of civil rights of Liandu WFOE or liquidator by reason of subdivision, merger, liquidation of Liandu WFOE or other circumstances shall have authority to replace Liandu WFOE to exercise all rights under the Proxy Agreement for School’s Sponsors and Council Members.

Proxy Agreement for Shareholders. Pursuant to the Proxy Agreement for Shareholders dated April 2, 2024, each shareholder of Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as the shareholder to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) the right to attend the shareholders’ meeting of our school acting as WFOE’s nominee; (b) the right to vote on behalf of the sponsors for all matters requiring discussion and resolution of the shareholders’ meeting; (c) the right to sign the shareholders’ minutes, resolutions or other legal documents; (d) the right to indicate the directors, the legal representative, etc. to act in accordance with WFOE’s intention; (e) the right to handle legal procedures containing registration, examination and approval and license of schools at the competent departments of governments; (f) the right to decide to transfer or otherwise dispose of the equity of our school; (g) any other shareholder rights as pursuant to the applicable PRC laws, regulations and our school’s articles of association as amended from time to time.

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Business Cooperation Agreement. Pursuant to the Business Cooperation Agreement dated April 2, 2024, Liandu WFOE shall provide technical services, management support and consulting services necessary for the private education business, and in return, the VIEs shall make payments accordingly. In particular, such services include but not limited to developing curriculum, conducting market research and offering management and marketing advice, providing technology services, providing public relations services, providing support for teacher hiring and training and providing other services that the VIEs may need from time to time. Without the prior consent of Liandu WFOE, none of the VIEs may accept such services provided by any third party. As part of the business cooperative agreement, VIEs and the shareholders of Lishui Mengxiang agree that they will not take any actions except as otherwise described in the Business Cooperation Agreement, such as incurring indebtedness, disposing of material assets, materially changing the scope or nature of the business of the VIEs, disposing of their equity interests in the VIEs, or paying dividends or other similar payments to the sponsors or the shareholders VIEs in the absence of written consent from Liandu WFOE. The aforementioned agreements will terminate automatically when Liandu WFOE and/or its designated entities fully exercised their options to purchase all the equities held by Nominee Shareholders in accordance with the Exclusive Call Option Agreement. In addition, unless otherwise stipulated by laws, this agreement may not be terminated by VIEs or the shareholders, but may only be terminated by Liandu WFOE after notice in advance.

Exclusive Technical Service and Business Consulting Agreement. Pursuant to the Exclusive Technical Service and Business Consulting Agreement dated April 2, 2024, Liandu WFOE agreed to provide exclusive technical services to Lishui International School and Lishui International School’s sponsor, Lishui Mengxiang. Furthermore, Liandu WFOE agreed to provide exclusive business consultancy services to Lishui International School and Lishui International School’s sponsor. In consideration of the technical and business consultancy services provided by Liandu WFOE, Lishui International School and Lishui International School’s sponsor agreed to pay Liandu WFOE a service fee withdrawn from their respective amount of surplus from operations after deducting all costs, expenses, taxes, losses (if required by the law) and the legally development fund of the respective school (if required by the law) and other costs and funds that shall be retained at Lishui International School in accordance with applicable PRC laws. Liandu WFOE has the right (but not the obligation) to adjust the amount of such service fee by reference to the actual services provided and the actual business operations and needs of Lishui International School and Lishui International School’s sponsor, provided that any adjusted amount shall not exceed the amount mentioned above. Lishui International School and Lishui International School’s sponsor do not have any right to make any such adjustment. Unless otherwise prescribed under the PRC laws and regulations, Liandu WFOE shall have exclusive proprietary rights to any technology and intellectual property developed and materials prepared in the course of the provision of research and development, technical support and services by Liandu WFOE to Lishui International School and Lishui International School’s sponsor, and any intellectual property in the products developed, including any other rights derived thereunder, in the course of performance of obligations under the Exclusive Technical Service and Business Consulting Agreement and/or any other agreements entered into between Liandu WFOE and the VIEs.

Equity Pledge Agreement. Pursuant to the Equity Pledge Agreement dated April 2, 2024, the shareholders unconditionally and irrevocably pledged all of their equity interests in Lishui Mengxiang to Liandu WFOE to guarantee performance of the obligations of the VIEs under the Exclusive Call Option Agreement, Business Cooperation Agreement, Exclusive Technical Service and Business Consulting Agreement, Proxy Agreement for Shareholders, Proxy Agreement for School’s Sponsors and Council Members and Loan Agreement, each as described above the shareholders of Lishui Mengxiang agreed that without prior written consent of the PRC WFOE, they shall not transfer or dispose of the pledged equity interests, or create or allow any encumbrance on the pledged equity interests. Unless otherwise stipulated by laws, this agreement may not be terminated by Lishui Mengxiang or the shareholders of Lishui Mengxiang unilaterally, but may only be terminated by the Liandu WFOE after notice in advance. The equity pledge agreement remains in full force and effect until all of the obligations under the contractual arrangements have been duly performed or the guaranteed debts are duly paid. The pledge of equity interests in Lishui Mengxiang has been duly registered with the local branch of SAIC and is effective upon such registration.

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The contractual agreements are not equivalent to equity ownership in the business of the VIEs. Our control over Lishui Mengxiang and its subsidiaries, Qingtian International School, Lishui International School and Langfang School, and our position of being the primary beneficiary of Lishui Mengxiang and its subsidiaries, Qingtian International School, Lishui International School and Langfang School for the accounting purposes are limited to the conditions that we have met for consolidation of Lishui Mengxiang and its subsidiaries, Qingtian International School, Lishui International School and Langfang School under U.S. GAAP. Such conditions include that (i) we have the power to govern the activities which most significantly impact the VIEs’ economic performance, (ii) we are contractually obligated to absorb losses of the VIEs that could potentially be significant to the VIEs, and (iii) we are entitled to receive benefits from the VIEs that could potentially be significant to the VIEs. We have met such conditions for consolidation of the VIEs under U.S. GAAP through the aforementioned contractual arrangements, and as a result, we are deemed as the primary beneficiary of the VIEs, and the VIEs will be treated as our consolidated affiliated entities for accounting purposes. We have consolidated the results of the VIEs in our consolidated financial statements in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein in accordance with U.S. GAAP. For a more detailed discussion of the basis of presentation of our consolidated financial statements, see “Item 5. Operating and financial Review and Prospects—A. Operating Results—Critical Accounting Policies” in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

We could face heightened risks and substantial costs in enforcing these contractual arrangements, because, although the aforementioned contractual arrangements have been widely adopted by PRC companies listed overseas, such arrangements have not been tested in any of the PRC courts. In addition, 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. 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 may significantly decline in value or become worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Corporate Structure” in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

For the year ended December 31, 2023, we and the VIEs have established an education services network consisting of two high schools (Qingtian International School and Lishui International School), three vocational education services providers (Beijing Xinxiang, Langfang School and Hainan Jiangcai) and two human resources services providers (Chuangmei Weiye and Hebei Chuangxiang). Lishui Mengxiang held 100% of the sponsorship interests in Qingtian International School from August 24, 2021 to December 31, 2023. Lishui Mengxiang also holds 100% of the sponsorship interests of Lishui International School starting from June 25, 2023. Beijing P.X., a wholly-owned subsidiary of Lishui Mengxiang, holds 100% of the sponsorship interests of Langfang School from January 1, 2022, and has two wholly-owned subsidiaries, namely Hainan Jiangcai and Hebei Chuangxiang. Beijing P.X. also held 100% of the equity interests in Chuangmei Weiye until November 9, 2023, when such equity interests was sold to Beijing S.K. Beijing Xinxiang was formed by Lishui Mengxiang with Beijing R.R.Z. in January 2022 and was deregistered in June 2024. On January 6, 2023, Beijing P.X established Hebei Chuangxiang, a human resources services provider for internship and employment recommendations, as its wholly-owned subsidiary to expand the comprehensive human resources services business.

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Prior to August 31, 2021, the VIEs primarily operated primary and secondary school in Baiyun campus and Yijing campus—Featured Division of Lianwai School. Under the Implementation Rules for the Law for Promoting Private Education of the PRC (《中华人民共和国民办教育促进法实施条例》) for Private Education Laws, or the 2021 Implementation Rules, which took effect on September 1, 2021, social organizations and individuals are prohibited from controlling a private school that provides compulsory education by means of, among others, merger, acquisition, and contractual arrangements, and a private school providing compulsory education is prohibited from conducting transactions with its related party. In particular, the prohibition over related party transactions has significantly affected the enforceability of the exclusive management services and business cooperation agreements among Liandu WFOE and Lianwai School providing compulsory education. Therefore, we re-assessed our control over Lianwai School. Based on the relevant accounting standard in accordance with U.S. GAAP, we have concluded that we have lost control of Lianwai School since August 31, 2021, in view of the significant uncertainties and restrictions the 2021 Implementation Rules impose on our ability to direct the range of ongoing activities that would most significantly impact the returns of Lianwai School. In light of such regulatory developments, on April 20, 2022, we entered into an acknowledgment agreement of contractual agreements with Lianwai School and respective directors, to confirm all the terms of rights and obligations relating to Lianwai School and the directors appointed by the sponsor under the contractual arrangements among them, and agree among the parties that such arrangements shall have been terminated on August 31, 2021. To minimize disruptions to existing students enrolled in Lianwai School, we and the VIEs continued to offer essential services to the students. We deconsolidated Lianwai School commencing from September 1, 2021 and presented it as a discontinued operation in current and comparative period financial statements.

We and the VIEs have explored and considered business opportunities beyond high school education and taken steps to expand into online education and vocational education. In February 2021, Liandu WFOE completed the acquisition of 100% of the equity interests of Hangzhou Youxi to expand into the business of online education. In January 2022, Lishui Mengxiang formed Beijing Xinxiang with Beijing R.R.Z. to provide vocational education in the health care industry. To expand our and the VIE’s business into vocational education, Lishui Mengxiang entered into definitive agreements to acquire 100% of the equity interests of Beijing P.X. on January 1, 2022 which was a wholly-owned subsidiary of Beijing S.K. at the time, so that after the transaction, Lishui Mengxiang through its shareholding of Beijing P.X. would in turn hold 100% of the equity interests of Chuangmei Weiye and Hainan Jiangcai, and 100% of the sponsorship interests of Langfang School. The acquisition was completed in May 2022. As of the date of this prospectus on Form F-1, the administrative procedures with the PRC governmental authorities to amend the registration reflecting the result of the acquisition of Langfang School have not been completed due to the internal procedures of the competent authorities and we are still in the process of active communication with such local authorities. On November 5, 2023, Lishui Mengxiang elected to exercise the right to sell 100% of the equity interests of Chuangmei Weiye back to Beijing S.K. and its affiliates pursuant to that certain supplementary agreement by and among Lishui Mengxiang, Beijing S.K., certain affiliates of Beijing S.K. and Beijing P.X. dated August 20, 2023, primarily due to the substantial amount of Chuangmei Weiye’s historical debts. The equity interests of Chuangmei Weiye were transferred back to Beijing S.K.’s affiliates at a price of RMB6.36 million and the transfer was completed on November 9, 2023. After the transaction, the amount of RMB6.36 million has been added to the total debts owed by Beijing S.K. to Lishui Mengxiang. On January 6, 2023, Beijing P.X established Hebei Chuangxiang, a human resources services provider for internship and employment recommendations, as its wholly-owned subsidiary to expand our comprehensive human resources services business.

On June 30, 2020, the Standing Committee of the National People’s Congress of the PRC (the “Standing Committee of the NPC”), promulgated the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region, or the Law of PRC on Safeguarding National Security in Hong Kong, the interpretation of which involves a degree of uncertainty. The PRC government has also announced recently that it would step up supervision of overseas listed PRC businesses, and check sources of funding for securities investment and control leverage ratios. The PRC government has also opened a probe into several U.S.-listed technology companies focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the PRC Data Security Law, how companies collect, store, process and transfer personal data. Currently these laws (other than the Law of the PRC on Safeguarding National Security in Hong Kong) are expected to apply to China domestic businesses, rather than businesses in Hong Kong which operate under a different set of laws from China. However, there can be no assurance that the government of Hong Kong will not enact similar laws and regulations applicable to companies operating in Hong Kong. For example, the PRC government may pressure the government of Hong Kong to enact similar laws and regulations to those in the PRC, which may seek to exert control over offerings conducted overseas by Hong Kong companies. If any or all of the foregoing were to occur, and if our Hong Kong subsidiary elects to carry out substantive business activities in the future, it could lead to a material adverse change in our operations and limit or hinder our ability to offer securities to overseas investors or remain listed in the United States, which could cause the value of our ADSs to significantly decline or become worthless. For detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Implementation of the Law of the PRC on Safeguarding National Security in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC businesses may negatively impact Lixiang’s existing and future operations in Hong Kong” in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

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The following diagram illustrates the corporate structure of us, our operating subsidiaries and the VIEs, as of the date of the prospectus:

Notes:

(1)

Lishui Mengxiang holds 100% of the sponsorship interests of Lishui International School. On April 2, 2024, Liandu WFOE entered into a series of contractual arrangements with respect to the operation of Lishui International School, pursuant to which Lishui Mengxiang’s sponsorship interests of Lishui International School became effective on June 25, 2023. As of the date of the annual report on form 20-F, Lishui International School has two classes, nine teachers, and a total of 14 faculty members.

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(2)

Beijing P.X. holds 100% of the sponsorship interests of Langfang School. Liandu WFOE entered into a series of contractual arrangements with respect to the operation of Langfang School on March 28, 2023. The contractual arrangements took effect on January 1, 2022. As of the date of the annual report, Langfang City has not released any detailed rules on classification registration of private schools and we have not received any relevant notice from the competent authorities of Langfang City since January 1, 2022 when Beijing P.X. began to hold the whole sponsorship interests of Langfang School. On January 6, 2023, Beijing P.X. established a wholly-owned subsidiary, Hebei Chuangxiang, a human resources services provider for internship and employment recommendations.

(3)

According to PRC laws and regulations, entities and individuals who establish private schools are commonly referred to as “sponsors” instead of “owners” or “shareholders.” The economic substance of “sponsorship” with respect to private schools is substantially similar to that of ownership with regard to legal, regulatory and tax matters. However, the differences between sponsorship and equity ownership can be found in the specific provisions of the laws and regulations applicable to sponsors and owners, such as provisions regarding the right to receive returns on investment and the right to the distribution of residual properties upon termination and liquidation.

Investors are purchasing equity interests in Lixiang, the Cayman Islands holding company, and are not purchasing, and may never directly hold, equity interests in the VIEs. We do not have any equity interests in the VIEs. However, because of the contractual arrangements, we control the VIEs through our PRC subsidiary, Liandu WFOE, and are regarded as the primary beneficiary of the VIEs for accounting purposes under U.S. GAAP. We have consolidated the results of the VIEs in our consolidated financial statements in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein in accordance with U.S. GAAP.

These contractual arrangements may not be as effective in providing us with control over the VIEs as equity ownership. If we had equity ownership of the VIEs, we would be able to exercise our rights as a direct or indirect shareholder to effect changes in the board of directors of the VIEs, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, as these contractual arrangements stand now, if the VIEs or their shareholders fail to perform their respective obligations under these contractual arrangements, we cannot exercise shareholders’ rights to direct corporate actions as direct ownership would otherwise entail. If the parties under such contractual arrangements refuse to carry out our directions in relation to everyday business operations, we will be unable to maintain effective control over the operations of the VIEs in China under U.S. GAAP. Losing effective control over the VIEs may impair our access to their cash flow from operations, which may reduce our liquidity. If the VIEs or their respective ultimate shareholders fail to perform their obligations under our contractual arrangements, we may have to incur additional costs and expend substantial resources to enforce our contractual arrangements, temporarily or permanently lose control over our primary operations or lose access to our primary sources of revenue.

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. 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 may significantly decline in value or become worthless.

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Permissions Required for Our Operations in China

In order to conduct our and the VIEs’ business and operate schools in China, we and the VIEs are required to obtain and maintain various approvals, licenses and permits and fulfill registration and filing requirements. For example, to establish and operate a high school in the PRC, we are required to obtain a private school operation permit from the local education bureau and register with competent administration authorities to obtain a business license or registration certificate. Such local regulatory authorities may also conduct annual inspection of the schools.

After consulting with our PRC legal counsel, Beijing DeHeng Law offices, we are of the view that, as of the date of the prospectus, except for the circumstances mentioned below, Lixiang, our PRC subsidiaries and the VIEs have received from PRC authorities requisite licenses, permissions or approvals needed to engage in the businesses currently conducted in China. Such licenses and permissions mainly include Business License, Public Institution Legal Person Certificate, Permit for Establishment of Privately-run Schools, Registration Certificate for Private Non-enterprise Entities, Labor Dispatch Operation License, Human Resources Service License and Food Operation License. The following table provides details on the aforementioned licenses and permissions held by our PRC subsidiaries and VIEs.

Company/School	License/Permission	Issuing Authority	Validity
Liandu WFOE	Business License	Market Supervision Administration of Lishui City	Until October 9, 2068

Xianke	Business License	Market Supervision Administration of Jingning Shezu Autonomous County	Long-term
	Food Operation License	Market Supervision Administration of Jingning Shezu Autonomous County	Until August 24, 2025

Hangzhou Youxi	Business License	Market Supervision Administration of Hangzhou City	Long-term

Lishui Mengxiang	Business License	Market Supervision Administration of Lishui City	Until August 16, 2051

Beijing P.X.	Business License	Market Supervision Administration of Dongcheng District, Beijing	Until December 22, 2051

Hainan Jiangcai	Business License	Market Supervision Administration of Hainan Province	Long-term

Langfang School	Registration Certificate for Private Non-enterprise Entities	Administrative Examination and Approval Bureau of Langfang City	Until July 7, 2027
	Permit for Establishment of Privately-run Schools	Department of Human Resources and Social Security of Hebei Province	Until August, 2025
	Food Operation License	Administrative Examination and Approval Bureau of Anci District, Langfang City	Until October 15, 2027

Hebei Chuangxiang	Business License	China (Hebei) Pilot Free Trade Zone Zhengding Area Management Committee	Long-term
	Labor Dispatch Operation License	China (Hebei) Pilot Free Trade Zone Zhengding Area Management Committee	Until February 27, 2026
	Human Resources Service License	China (Hebei) Pilot Free Trade Zone Zhengding Area Management Committee	Until January 9, 2028

Lishui International School	Social Service Institution Registration Certificate	Civil Affairs Bureau of Lishui City	Until June 24, 2028
	Permit for Establishment of Privately-run Schools	Lishui Education Bureau	Until May 31, 2026

We cannot assure you that Lixiang, our PRC subsidiaries and the VIEs are always able to successfully update or renew the licenses or permits required for the relevant business in a timely manner or that these licenses or permits are sufficient to conduct all of our and the VIEs’ present or future business. As advised by our PRC legal counsel, Beijing DeHeng Law Offices, if Lixiang, our PRC subsidiaries or the VIEs (i) do not receive or maintain required permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and Lixiang, our PRC subsidiaries or the VIEs are required to obtain such permissions or approvals in the future, we could be subject to fines or legal sanctions, which may materially and adversely affect the business, financial condition and results of operations of us and the VIEs.

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As of the date of this prospectus, the administrative procedures for changing the sponsor of Langfang School with the PRC governmental authorities, especially for renewing the Permit for Establishment of Privately-run Schools, have not been completed due to the internal procedures of the competent authorities and we and the VIEs are still in the process of active communication with such local authorities and we and the VIEs are still in the process of active communication with such local authorities. The adjustment of the cooperation arrangement between Beijing P.X. and Hainan Communication Senior Technical School (海南省交通高级技工学校) (“Hainan Technical School”) for compliance purposes has not been completed.

For risks relating to permissions and approvals required for the operations of us and the VIEs in China, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—We and the VIEs may not be able to obtain all necessary approvals, licenses and permits and to make all necessary registrations and filings for our and the VIEs’ educational and other services in China” in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

Regulatory Approval from the China Securities Regulatory Commission

As advised by our PRC legal counsel, Beijing DeHeng Law Offices, as of the date of the prospectus, approvals from the China Securities Regulatory Commission, or CSRC, since we are existing listed enterprises, we are not required to fulfill the filing procedures with the CSRC for our initial public offering in 2020. Besides, as of the date of the prospectus, we have received the determination from the CSRC confirming that we have completed our filing procedures in respect of the 2023 Private Placement.

Beijing DeHeng Law Offices, has further advised us that there remains some uncertainty as to how the Provisions on the Merger and Acquisition of Domestic Enterprises by Foreign Investors (Revised in 2009), or the M&A Rules, will be interpreted or implemented in the context of an overseas offering and its opinions summarized above are subject to any new laws, regulations and rules or detailed implementations and interpretations in any form relating to the M&A Rules.

In addition, on February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises, or the Trial Measures, which became effective on March 31, 2023. Subsequently, the CSRC circulated a series of supporting guidance rules, the Notes on the Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of CSRC, or collectively, the Guidance Rules and Notice. These new regulations propose to establish a new filing-based regime to regulate overseas offerings and listings by Chinese domestic companies.

Under the Trial Measures, a filing-based regulatory system applies to “indirect overseas offerings and listings” of companies in mainland China, which refers to securities offerings and listings in an overseas market made under the name of an offshore entity but based on the underlying equity, assets, earnings or other similar rights of a company in mainland China that operates its main business in mainland China. The Trial Measures state that, any post-listing follow-on offering by an issuer in an overseas market, including issuance of shares, convertible notes and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering. Based on our understanding of the aforementioned rules, we will submit the filing documents to the CSRC within three business days upon the completion of the conversion of Class A Ordinary Shares issued to Selling Shareholders into ADSs. It is uncertain whether such filing can be completed or how long it will take to complete such filing. Any delay in completing such filing procedures might affect the other filing procedures with respect to other applicable circumstances, under the Trial Measures in the future, such as the secondary listing, primary listing, spin-off listing and making overseas offering and listing anew after being delisted from an overseas exchange, which might affect our future public market financings and capital market transactions.

Regulatory Approval from the Cyberspace Administration of China

On December 28, 2021, thirteen PRC governmental and regulatory agencies, including the Cyberspace Administration of China, or CAC, promulgated the Measures for Cyber Security Review, which further restates and expands the applicable scope of the cybersecurity review. Pursuant to the Measures for Cyber Security Review, network platform operators grasping the personal information of more than 1 million users must apply with the Cybersecurity Review Office of CAC for a cybersecurity review in order to pursue a foreign listing, and operators of critical information infrastructure purchasing network products and services and online platform operators engaging in data processing activities which affect or may affect national security of the PRC are also obligated to apply for a cybersecurity review. However, the Measures for Cyber Security Review provide no further explanation on the extent of “network platform operator”, “affect or may affect national security” or “foreign” listing.

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We have no registered users on our website. We only require and obtain user information after users register with us. As advised by our PRC legal counsel, Beijing DeHeng Law Offices, as of the date of this prospectus, we do not need to apply for a cybersecurity review pursuant to the above regulation to maintain the listing status of our ADSs on the Nasdaq, given that (i) we are not in possession of personal information of over one million users and it is also very unlikely that it will reach such threshold in the near future; and (ii) as of the date of the prospectus, we have not received any notice or determination from applicable PRC governmental authorities identifying us as a critical information infrastructure operator or an online platform operator engaging in relevant data processing activities which affect or may affect national security of the PRC.

Considering that the Measures for Cyber Security Review empower the cybersecurity review office to initiate cybersecurity review when they believe any particular data processing activities “affect or may affect national security”, it is uncertain whether the competent government authorities will deem that our data processing activities may affect national security and thus initiate the cybersecurity review against our business. Although we believe we currently are not required to obtain clearance from the CAC in order to maintain the listing status of our ADSs on the Nasdaq under the Measures for Cyber Security Review or the Opinions on Strictly Cracking Down on Illegal Securities Activities, we face uncertainties as to the interpretation or implementation of such regulations or rules, and if required, whether such clearance can be timely obtained, or at all. If we were to subject to such review in order to maintain the listing status of our ADSs on the Nasdaq, during such review, we may be required to suspend our operation and experience other disruptions to our operations. Cybersecurity review could also result in negative publicity with respect to our company and diversion of our managerial and financial resources. Further, failure of cybersecurity, data privacy and data security compliance could subject us to penalties, damage our reputation and brand, and adversely harm our business and results of operations.

The Holding Foreign Companies Accountable Act

Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

Our financial statements in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein have been audited by Audit Alliance LLP, an independent registered public accounting firm headquartered in Singapore and is among the public accounting firms that are registered with the Public Company Accounting Oversight Board of the United States, or the PCAOB. Such PCAOB-registered accounting firm is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. On December 16, 2021, the PCAOB issued its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in the PRC or Hong Kong. This list does not include our auditor, Audit Alliance LLP. As of the date of the prospectus, our listing is not affected by the Holding Foreign Companies Accountable Act, or the HFCAA, and related regulations. However, the recent developments would add uncertainties to our listing and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as related to the audit of our financial statements. In the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause our securities to be delisted from the stock exchange. If, in the future, we are identified by the SEC for two consecutive years as a commission-identified issuer whose registered public accounting firm is determined by the PCAOB that it is unable to inspect or investigate completely because of a position taken by one or more authorities in China, the SEC may prohibit our shares or ADSs from being traded on a national securities exchange or in the over the counter trading market in the United States, and this ultimately could result in our ADSs being delisted.

On August 26, 2022, the PCAOB signed a statement of protocol agreement with the CSRC and the PRC Ministry of Finance, or the “Cooperative Agreement.” According to the fact sheets published by the PCAOB, the PCAOB has the sole discretion in selecting the subject of its inspections and investigations without input from the Chinese authorities, and that procedures are in place to allow PCAOB inspectors and investigators to review complete audit working papers of accounting firms located in mainland China and Hong Kong.

On December 15, 2022, the PCAOB determined that it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB may consider the need to issue a new determination.

-15-

Financial Information Related to the VIEs

The following table presents the condensed consolidating schedule of financial position of our parent company, VIEs and their consolidated subsidiaries, Liandu WFOE that is the primary beneficiary of the VIEs, and other subsidiaries as of December 31, 2022, 2023 and June 30, 2024.

	As of December 31, 2022
Condensed Consolidating Schedule of Financial Position	Parent		VIEs and their consolidated subsidiaries		Liandu WFOE which is the primary beneficiary of the VIEs			Other subsidiaries		Elimination adjustment			Total
	RMB
Assets
Cash and cash equivalents		210,769,439		32,873,528		1,026,430			1,601,045		-			246,270,442
Inter-group balance due from VIEs and subsidiaries of continuing operation		7,686		57,331,944		16,855,664			50,350,000		(124,545,294	)		-
Prepayments and other current assets		-		74,180,309		27,594			1,298,263		-			75,506,166
Other current assets		-		11,148		1,156,628			-		-			1,167,776
Investment deficit in subsidiaries and VIEs		84,528,603		-		-			-		(84,528,603	)		-
Current assets belong to discontinued operation		-		6,609,704		-			-		-			6,609,704
Total current assets		295,305,728		171,006,633		19,066,316			53,249,308		(209,073,897	)		329,554,088

Property and equipment, net		-		159,226,997		-			882,112		-			160,109,109
Land use right		-		35,820,632		-			-		-			35,820,632
Goodwill		-		70,369,837		-			-		-			70,369,837
Other non-current assets		-		7,582,202		-			318,656		2,802,091			10,702,949
Investments in subsidiaries		-		-		3,903,286			648,631		(4,551,917	)		-
Non-current assets belong to discontinued operation		-		2,369,839		-			-		-			2,369,839
Total non-current assets		-		275,369,507		3,903,286			1,849,399		(1,749,826	)		279,372,366

Total assets		295,305,728		446,376,140		22,969,602			55,098,707		(210,823,723	)		608,926,454

Short-term borrowings		-		61,000,000		-			-		-			61,000,000
Inter-group balance due to VIEs and subsidiaries of continuing operation		42,307,875		35,000,000		34,000,406			7,687		(111,315,968	)		-
Accrued liabilities and other current liabilities		-		14,207,561		567,687			-		-			14,775,248
Other current liabilities		55,717		19,826,532		1,537,396			1,228,414		-			22,648,059
Investment deficit in subsidiaries and VIEs		-		-		-			-		-
Amounts due to related party		-		323,400		-			-		-			323,400
Amounts due to Affected Entity, current		-		21,225,707		16,531			2,342,668		-			23,584,906
Current liabilities belong to discontinued operations		-		11,762,881		-			-		-			11,762,881
Total current liabilities		42,363,592		163,346,081		36,122,020			3,578,769		(111,315,968	)		134,094,494

Amounts due to Affected Entity, non-current		-		194,552,414		151,519			21,472,630		-			216,176,563
Other non-current liabilities		-		4,808,380		-			-		-			4,808,380
Non-current liabilities belong to discontinued operations		-		356,250		-			-		-			356,250
Total non-current liabilities		-		199,717,044		151,519			21,472,630		-			221,341,193

Total liabilities		42,363,592		363,063,125		36,273,539			25,051,399		(111,315,968	)		355,435,687

Non-controlling interests		-		548,631		-			-		-			548,631
Total shareholders’ equity (deficit)		252,942,136		83,313,015		(13,303,937	)		30,047,308		(99,507,755	)		253,490,767

-16-

	As of December 31, 2023
Condensed Consolidating Schedule of Financial Position	Parent		VIEs and their consolidated subsidiaries			Liandu WFOE which is the primary beneficiary of the VIEs			Other subsidiaries		Elimination adjustment			Total
	RMB
Assets
Cash and cash equivalents		212,847,187		11,801,953			1,310,004			1,081,107		-			227,040,251
Inter-group balance due from VIEs and subsidiaries of continuing operation		42,496,200		14,585,744			16,876,506			31,904,317		(105,862,767	)		-
Prepayments and other current assets		-		5,180,474			58,187			954,883		-			6,193,544
Other current assets		-		9,380			886,895			-		-			896,275
Amounts due from related party		-		10,750,000			-			-		-			10,750,000
Current assets belong to discontinued operation		-		-			-			-		-			-
Total current assets		255,343,387		42,327,551			19,131,592			33,940,307		(105,862,767	)		244,880,070

Property and equipment, net		-		150,806,607			-			742,979		-			151,549,586
Land use right		-		34,873,935			-			-		-			34,873,935
Goodwill		-		-			-			-		-			-
Other non-current assets		-		2,480,864			-			186,615		-			2,667,479
Investments in subsidiaries		-		-			384,566			2,472,760		(2,857,326	)		-
Non-current assets belong to discontinued operation		-		-			-			-		-			-
Total non-current assets		-		188,161,406			384,566			3,402,354		(2,857,326	)		189,091,000

Total assets		255,343,387		230,488,957			19,516,158			37,342,661		(108,720,093	)		433,971,070

Short-term borrowings		-		74,000,000			-			-		-			74,000,000
Inter-group balance due to VIEs and subsidiaries of continuing operation		43,765,484		15,500,000			33,750,406			-		(93,015,890	)		-
Accrued liabilities and other current liabilities		-		5,946,598			-			1,244		-			5,947,842
Other current liabilities		56,662		13,794,749			980,457			412,086		-			15,243,954
Investment deficit in subsidiaries and VIEs		54,111,743		-			-			-		(54,111,743	)
Amounts due to related party		-		8,000,000			-			-		-			8,000,000
Amounts due to Affected Entity, current		-		-			-			-		-			-
Current liabilities belong to discontinued operations		-		-			-			-		-			-
Total current liabilities		97,933,889		117,241,347			34,730,863			413,330		(147,127,633	)		103,191,796

Amounts due to Affected Entity, non-current		-		162,500,961			-			11,179,402		-			173,680,363
Other non-current liabilities		-		-			-			-		-			-
Non-current liabilities belong to discontinued operations		-		-			-			-		-			-
Total non-current liabilities		-		162,500,961			-			11,179,402		-			173,680,363

Total liabilities		97,933,889		279,742,308			34,730,863			11,592,732		(147,127,633	)		276,872,159

Non-controlling interests		-		(310,587	)		-			-		-			(310,587	)
Total shareholders’ equity (deficit)		157,409,498		(49,253,351	)		(15,214,705	)		25,749,929		38,407,540			157,098,911

-17-

	As of June 30, 2024
Condensed Consolidating Schedule of Financial Position	Parent		VIEs and their consolidated subsidiaries			Liandu WFOE which is the primary beneficiary of the VIEs			Other subsidiaries		Elimination adjustment			Total
	RMB
Assets
Cash and cash equivalents		215,042,522		14,108,686			953,135			461,746		-			230,566,089
Inter-group balance due from VIEs and subsidiaries of continuing operation		42,760,800		15,475,740			3,105,881			24,241,458		(85,583,879	)		-
Prepayments and other current assets		-		3,104,171			414,420			941,869		-			4,460,460
Other current assets		-		24,347			-			-		-			24,347
Amounts due from related party		-		11,127,143			-			-		-			11,127,143
Total current assets		257,803,322		43,840,087			4,473,436			25,645,073		(85,583,879	)		246,178,039

Property and equipment, net		-		149,212,861			-			673,415		-			149,886,276
Land use right		-		34,400,586			-			-		-			34,400,586
Other non-current assets		-		1,477,975			-			171,277		-			1,649,252
Investments in subsidiaries		-		-			3,575,822			645,385		(4,221,207	)		-
Total non-current assets		-		185,091,422			3,575,822			1,490,077		(4,221,207	)		185,936,114

Total assets		257,803,322		228,931,509			8,049,258			27,135,150		(89,805,086	)		432,114,153

Short-term borrowings		-		64,000,000			-			-		-			64,000,000
Inter-group balance due to VIEs and subsidiaries of continuing operation		46,203,221		20,900,000			19,555,002			-		(86,658,223	)		-
Accrued liabilities and other current liabilities		-		5,171,069			66			-		-			5,171,135
Other current liabilities		28,507		8,978,400			186,929			337,583		-			9,531,419
Investment deficit in subsidiaries and VIEs		40,179,682		-			-			-		(40,179,682	)		-
Amounts due to related party		-		8,000,000			-			-		-			8,000,000
Total current liabilities		86,411,410		107,049,469			19,741,997			337,583		(126,837,905	)		86,702,554

Amounts due to Affected Entity, non-current		-		159,669,745			-			13,746,018		-			173,415,763
Other non-current liabilities		-		1,244,877			-			-		-			1,244,877
Total non-current liabilities		-		160,914,622			-			13,746,018		-			174,660,640

Total liabilities		86,411,410		267,964,091			19,741,997			14,083,601		(126,837,905	)		261,363,194

Non-controlling interests		-		(640,953	)		-			-		-			(640,953	)
Total shareholders’ equity (deficit)		171,391,912		(39,032,582	)		(11,692,739	)		13,051,549		37,032,819			170,750,959

-18-

The following table presents the condensed consolidating schedule of results of operations and cash flows of our parent company, VIEs and their consolidated subsidiaries, Liandu WFOE that is the primary beneficiary of the VIEs, and other subsidiaries for the years ended December 31, 2021, 2022, 2023 and for the six months ended June 30, 2024.

	For the year ended December 31, 2021
Condensed Consolidating Schedule of Results of Operations	Parent			VIEs and their consolidated subsidiaries			Liandu WFOE which is the primary beneficiary of the VIEs			Other subsidiaries			Elimination adjustments			Total
	RMB
Continuing operations
Revenue		—			20,112,033			3,459,777			10,864,732			230			34,436,772
Cost of revenue		—			(10,419,986	)		(2,210,487	)		(4,725,977	)		—			(17,356,450	)
General and administrative expenses		(1,059,294	)		(9,601,120	)		(6,327,602	)		(1,384,517	)		(230	)		(18,372,763	)

(Loss)/Income from operations		(1,059,294	)		90,927			(5,078,312	)		4,754,238			—			(1,292,441	)

Other expense, net		—			(558,309	)		(14,640	)		(38,445	)		2,823,630			2,212,236
Equity in (loss)/profit of subsidiaries and VIEs, net		(242,760,667	)		—			4,045,103			1,047,849			237,667,715			—

(Loss)/Income before income tax expenses		(243,819,961	)		(467,382	)		(1,047,849	)		5,763,642			240,491,345			919,795

Income tax expense		—			—			—			(670,976	)		—			(670,976	)

(Loss)/Income from continuing operations, net of tax		(243,819,961	)		(467,382	)		(1,047,849	)		5,092,666			240,491,345			248,819

Loss from discontinued operation, net of tax		—			(244,068,780	)		—			—						(244,068,780	)

Net (loss)/income		(243,819,961	)		(244,536,162	)		(1,047,849	)		5,092,666			240,491,345			(243,819,961	)
Condensed Consolidating Schedule of Cash Flows
Net cash (used in)/provided by operating activities		(2,290,367	)		29,764,431			(1,397,532	)		3,040,518			1,490,550			30,607,600
Net cash used in investing activities		—			(153,593,942	)		(423,550	)		(1,153,024	)		120,000			(155,050,516	)
Net cash provided by financing activities		—			115,671,061			—			120,000			(120,000	)		115,671,061
Effect of exchange rate changes on cash and cash equivalents		(3,088,575	)		—			—			(6,903	)		(1,490,550	)		(4,586,028	)
Net changes in cash and cash equivalents		(5,378,942	)		(8,158,450	)		(1,821,082	)		2,000,591			—			(13,357,883	)
Cash and cash equivalents at the beginning of year		200,108,273			9,611,773			2,880,261			169,399			—			212,769,706
Cash and cash equivalents at the end of year		194,729,331			1,453,323			1,059,179			2,169,990			—			199,411,823

-19-

	For the year ended December 31, 2022
Condensed Consolidating Schedule of Results of Operations	Parent			VIEs and their consolidated subsidiaries			Liandu WFOE which is the primary beneficiary of the VIEs			Other subsidiaries			Elimination adjustment		Total
	RMB
Continuing operation
Revenue		-			38,096,542			3,257,199			-			-		41,353,741
Cost of revenue		-			(38,988,285	)		(1,397,604	)		(19,073	)		-		(40,404,962	)
General and administrative expenses		(2,360,615	)		(43,124,641	)		(553,351	)		(467,924	)		-		(46,506,531	)
Sales and marketing expenses		-			(61,645	)		-			-			-		(61,645	)
Income from operations		(2,360,615	)		(44,078,029	)		1,306,244			(486,997	)		-		(45,619,397	)
Other income, net		12,107			35,717,046			16,757			2,109			-		35,748,019
Equity in loss of subsidiaries and VIEs, net		(5,441,353	)		-			(470,467	)		(852,534	)		6,764,354		-
Income before income tax expenses		(7,789,861	)		(8,360,983	)		852,534			(1,337,422	)		6,764,354		(9,871,378	)
Income tax expense		-			(58,664	)		-			10,273			-		(48,391	)
Income from continuing operations, net of tax		(7,789,861	)		(8,419,647	)		852,534			(1,327,149	)		6,764,354		(9,919,769	)
Income from discontinued operations, net of tax		-			1,828,539			-			-			-		1,828,539
Net (loss)/income		(7,789,861	)		(6,591,108	)		852,534			(1,327,149	)		6,764,354		(8,091,230	)

Condensed Consolidating Schedule of Cash Flows
Net cash (used in)/provided by operating activities		(1,900,037	)		43,586,442			(32,749	)		(685,955	)		-		40,967,701
Net cash used in investing activities		-			(456,381	)		-			-			-		(456,381	)
Net cash used in financing activities		-			(11,218,750	)		-			-			-		(11,218,750	)
Effect of exchange rate changes on cash and cash equivalents		17,940,145			-			-			117,010			-		18,057,155
Net increase in cash and cash equivalents		16,040,108			31,911,311			(32,749	)		(568,945	)		-		47,349,725
Cash and cash equivalents at the beginning of year		194,729,331			1,453,323			1,059,179			2,169,990			-		199,411,823
Cash and cash equivalents at the end of year		210,769,439			33,364,634			1,026,430			1,601,045			-		246,761,548
Less cash and cash equivalents of discontinued operations–end of year		-			491,106			-			-			-		491,106
Cash and cash equivalents of continuing operations–end of year		210,769,439			32,873,528			1,026,430			1,601,045			-		246,270,442

-20-

	For the year ended December 31, 2023
Condensed Consolidating Schedule of Results of Operations	Parent			VIEs and their consolidated subsidiaries			Liandu WFOE which is the primary beneficiary of the VIEs			Other subsidiaries			Elimination adjustment		Total
	RMB
Continuing operation
Revenue		-			48,374,296			2,441,120			-			-		50,815,416
Cost of revenue		-			(46,182,644	)		(662,871	)		(4,799	)		-		(46,850,314	)
General and administrative expenses		(1,292,974	)		(110,694,880	)		(652,759	)		(621,002	)		-		(113,261,615	)
Sales and marketing expenses		-			(18,300	)		-			-			-		(18,300	)
(Loss)/income from operations		(1,292,974	)		(108,521,528	)		1,125,490			(625,801	)		-		(109,314,813	)
Other income, net		336			8,263,054			569,101			6,693			-		8,839,184
Equity in (loss)/income of subsidiaries and VIEs		(125,338,010	)		-			(3,518,720	)		1,824,129			127,032,601		-
(Loss)/income before income tax expenses		(126,630,648	)		(100,258,474	)		(1,824,129	)		1,205,021			127,032,601		(100,475,629	)
Income tax expense		-			(216,120	)		-			(2,903,456	)		-		(3,119,576	)
(Loss)/income from continuing operations, net of tax		(126,630,648	)		(100,474,594	)		(1,824,129	)		(1,698,435	)		127,032,601		(103,595,205	)
Loss from discontinued operations, net of tax		-			(23,394,661	)		-			-			-		(23,394,661	)
Net (loss)/income		(126,630,648	)		(123,869,255	)		(1,824,129	)		(1,698,435	)		127,032,601		(126,989,866	)

Condensed Consolidating Schedule of Cash Flows
Net cash (used in)/provided by operating activities		(42,725,890	)		(16,213,871	)		283,574			(543,288	)		-		(59,199,475	)
Net cash used in investing activities		-			(7,576,283	)		-			-			-		(7,576,283	)
Net cash provided by financing activities		41,856,435			2,227,473			-			-			-		44,083,908
Effect of exchange rate changes on cash and cash equivalents		2,947,203			-			-			23,350			-		2,970,553
Net increase in cash and cash equivalents		2,077,748			(21,562,681	)		283,574			(519,938	)		-		(19,721,297	)
Cash and cash equivalents at the beginning of year		210,769,439			32,873,528			1,026,430			1,601,045			-		246,270,442
Cash and cash equivalents of discontinued operations–beginning of year		-			491,106			-			-			-		491,106
Cash and cash equivalents at the end of year		212,847,187			11,801,953			1,310,004			1,081,107			-		227,040,251
Less cash and cash equivalents of discontinued operations–end of year		-			-			-			-			-		-
Cash and cash equivalents of continuing operations–end of year		212,847,187			11,801,953			1,310,003			1,081,108			-		227,040,251

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	For the six months ended June 30, 2024
Condensed Consolidating Schedule of Results of Operations	Parent			VIEs and their consolidated subsidiaries			Liandu WFOE which is the primary beneficiary of the VIEs			Other subsidiaries			Elimination adjustment		Total
	RMB
Continuing operation
Revenue		-			14,653,622			661,002			-			-		15,314,624
Cost of revenue		-			(15,045,056	)		(2,758	)		(2,717	)		-		(15,050,531	)
General and administrative expenses		(1,377,644	)		(7,545,009	)		(403,493	)		(356,348	)		-		(9,682,494	)
Sales and marketing expenses		-			(6,839	)		-			-			-		(6,839	)
(Loss)/income from operations		(1,377,644	)		(7,943,282	)		254,751			(359,065	)		-		(9,425,240	)
Other (loss)/income, net		(163	)		790,528			75,959			1,456			-		867,780
Equity in loss of subsidiaries and VIEs, net		(7,182,214	)		-			(327,464	)		(3,246	)		7,512,924		-
(Loss)/Income before income tax expenses		(8,560,021	)		(7,152,754	)		3,246			(360,855	)		7,512,924		(8,557,460	)
Income tax expense		-			(76,929	)		-			-			-		(76,929	)
(Loss)/income from continuing operations, net of tax		(8,560,021	)		(7,229,683	)		3,246			(360,855	)		7,512,924		(8,634,389	)
Income from discontinued operations, net of tax		-			-			-			-			-		-
Net (loss)/income		(8,560,021	)		(7,229,683	)		3,246			(360,855	)		7,512,924		(8,634,389	)

Condensed Consolidating Schedule of Cash Flows
Net cash provided by/(used in) operating activities		610,014			14,104,980			(356,869	)		(627,933	)		-		13,730,192
Net cash used in investing activities		-			(548,247	)		-			-			-		(548,247	)
Net cash used in financing activities		-			(11,250,000	)		-			-			-		(11,250,000	)
Effect of exchange rate changes on cash and cash equivalents		1,585,321			-			-			8,572			-		1,593,893
Net change in cash and cash equivalents		2,195,335			2,306,733			(356,869	)		(619,361	)		-		3,525,838
Cash and cash equivalents at the beginning of year		212,847,187			11,801,953			1,310,004			1,081,107			-		227,040,251
Cash and cash equivalents at the end of year		215,042,522			14,108,686			953,135			461,746			-		230,566,089

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Cash and Asset Flows through Our Organization

The Company may (i) transfer funds into Liandu WFOE to pay in their initially subscribed registered capital, and (ii) provide loans to Liandu WFOE and the VIEs. Funds may also be paid by the VIEs to Liandu WFOE, as service fees according to the contractual arrangements. The Company and Liandu WFOE may also establish and/or acquire new foreign-invested enterprises in China in order to facilitate our business expansion and make additional investments by the way of paying in their registered capital and providing loans to them. However, we cannot assure you that our intended investments in these entities will always succeed as we planned, or at all. According to the dividend policy, our board of directors has discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. For detailed information, see “Item 8. Financial Information—Dividend Policy” in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

To the extent cash is generated in our PRC Subsidiaries, and may need to be used to fund operations outside of mainland China, such funds may not be available due to limitations placed by the PRC government. Furthermore, to the extent assets (other than cash) in our business are located in the PRC or held by a PRC entity, the assets may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of us and our subsidiaries to transfer assets by the PRC government. For detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China— Restrictions on currency exchange under PRC laws may limit our ability to convert cash derived from our operating activities into foreign currencies and may materially and adversely affect the value of your investment” in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

The cash management policies are a part of the Company’s internal control procedures. The cash management policies enable the Company to formalize the procedures on the handling, depositing, receiving, safeguarding and recording of cash transfers. The cash management policies provide reasonable assurance for the consolidated financial statements, rather than imposing any restrictions or limitations on the cash transferred among the Company, its subsidiaries, the consolidated VIEs and its shareholders, as the case may be. Each cash transfer requires approval of the financial manager. Cash transfer in excess of RMB0.5 million (US$0.08 million) but less than RMB1 million (US$0.16 million) shall be reviewed and approved by the Chief Financial Officer of the Company. Cash transfer in excess of RMB1 million (US$0.16 million) shall be reviewed and approved by both Chief Financial Officer and Chief Executive Officer of the Company. For the condensed consolidating schedule and the consolidated financial statement, see “Item 3. Key Information—Financial Information Related to the VIEs” in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

The Company may plan to utilize part of the proceeds from our initial public offering by way of paying in the initially subscribed registered capital of Liandu WFOE. The amount of funds in the form of capital contribution into Liandu WFOE and other PRC subsidiaries the Company or Liandu WFOE may establish in the future is subject to the amount of their initially subscribed registered capital. Currently, the initially subscribed registered capital of Liandu WFOE is US$1 million which will be fully paid before the deadline prescribed in its articles of association. If the initially subscribed registered capital is not sufficient to allow our intended capital injection, under the current PRC laws and regulation, Liandu WFOE may increase the registered capital and complete the relevant procedures which include (i) altering our registration with local branch of the State Administration for Industry and Commerce of the PRC, or the SAIC, and (ii) filing the alteration report to local counterparts of the Ministry of Commerce of the PRC, or the MOFCOM. In addition, capital contribution to the schools must be approved by the Ministry of Civil Affairs of the PRC or the MCA or their respective local counterparts.

The Company may also plan to provide loans to Liandu WFOE and Lishui Mengxiang. According to the current PRC laws and regulations, the maximum amount of the loans provided to a PRC enterprise is up to 2 times (or the prevailing statutory multiples) of the borrower’s net assets set out in its latest audited financial statement. As a result, the loans that the Company may provide to Liandu WFOE and Lishui Mengxiang are in an amount of up to 2 times (or the prevailing statutory multiples) of their respective net assets set out in their latest audited financial statements. Liandu WFOE and Lishui Mengxiang are required to file the information of their cross-border financing arrangements with local branch of the State Administration of Foreign Exchange of the PRC, or the SAFE, after the loan agreements are signed and before three working days prior to the fund withdrawal. In addition, for loans carrying a term of more than one year, Liandu WFOE and Lishui Mengxiang may be required to complete the relevant filing and registration formalities to the National Development and Reform Commission of the PRC, or the NDRC. Currently, the Company’s business operation is conducted through Liandu WFOE’s contractual arrangements with the VIEs and Liandu WFOE does not engage in its own business. As such, Liandu WFOE’s current net assets are in close approximation to its paid-up registered capital. Pursuant to the relevant PRC laws and regulations, the estimated amount of loans the Company will provide to Liandu WFOE will be approximately US$30 million which is 2 times of its current enlarged registered capital, assuming that Liandu WFOE’s net assets set out in its latest audited financial statements equals to its paid-up registered capital at the time when the loans are made.

-23-

For the years ended December 31, 2021,2022, 2023 and for the six months ended June 30, 2023 and 2024, the cash flows that have occurred between the Company, the VIEs and their consolidated subsidiaries, Liandu WFOE which is the primary beneficiary of the VIEs, and other subsidiaries are summarized as the following:

	For the years ended December 31,						For the six months ended June 30,
	2021		2022		2023		2023		2024
	RMB		RMB		RMB		RMB		RMB
Cash paid by Lianwai School to other subsidiaries for food procurement service		16,056,452		—		—		—		—
Cash transfer from Liandu WFOE to other subsidiaries		—		600,000		—		—		15,350,000
Cash transfer from Liandu WFOE to VIEs and their consolidated subsidiaries		46,860,000		17,350,000		15,800,000		15,800,000		13,845,405
Cash transfer from VIEs and their consolidated subsidiaries to Liandu WFOE		33,601,578		18,788,590		15,550,000		15,300,000		28,770,625
Cash transfer from other subsidiaries to Liandu WFOE		17,600,000		—		—		—		—
Cash transfer from other subsidiaries to VIEs and their consolidated subsidiaries		9,900,000		45,000,000		650,000		150,000		5,600,000
Cash transfer from VIEs and their consolidated subsidiaries to other subsidiaries		15,110,752		—		20,150,000		20,000,000		200,000
Cash transfer from other subsidiaries to Lianwai Investment		—		—		—		—		2,270,720

From June 30, 2024 to the date of this prospectus, cash is transferred among the Company, Liandu WFOE, the VIEs and their consolidated subsidiaries, in the following manners: (i) Liandu WFOE provided a total of RMB250,000 in cash to VIEs and their consolidated subsidiaries; (ii) Other subsidiaries provided a total of RMB155,000 in cash to VIEs and their consolidated subsidiaries; (iii) VIEs and their consolidated subsidiaries provided a total of RMB455,000 in cash to other subsidiaries. The aforementioned cash transfers were generally for working capital purpose among the Liandu WFOE, VIEs and their consolidated subsidiaries, and other subsidiaries.

The Company, Liandu WFOE, the VIEs and their consolidated subsidiaries maintained cash management policies that dictate the purpose, amount, appropriate internal control procedures on the handling, depositing, receiving, transferring, safeguarding, and documentation and recording of cash transfers. Subject to the amounts of cash transfer and the nature of the use of funds, requisite internal approval shall be obtained prior to each cash transfer. Specifically, all transactions require the approval of the financial manager. As for the large quantity transactions, the Chief Financial Officer and Chief Executive Officer are required to conduct regular review and approve.

In considering any distribution of the earnings of the subsidiaries to their respective holding companies, we must consider their respective financial conditions before making a decision. There are no other significant restrictions and limitations on our ability to distribute earnings from our businesses, including our subsidiaries and the VIEs, to the holding company and U.S. investors or our ability to settle amounts owed. Except the aforementioned restrictions on our PRC Subsidiaries, there are no significant restrictions on foreign exchange or our ability to transfer cash between entities within our group, across borders, or to U.S. investors.]

-24-

Restrictions and Limitations on Transfer of Cash and dividend distribution

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. The majority of our and the VIEs’ income is received in Renminbi and shortages in foreign currencies may restrict our ability to pay dividends or other payments, or otherwise satisfy our foreign currency denominated obligations, if any. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from SAFE as long as certain procedural requirements are met. Approval from appropriate government authorities is required if Renminbi is converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders.

Our cash dividends, if any, will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax.

Relevant PRC laws and regulations permit the PRC companies to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, the Company’s PRC subsidiaries and the VIEs can only distribute dividends upon approval of the shareholders after they have met the PRC requirements for appropriation to the statutory reserves, subject to further restrictions applicable to non-profit private schools. Under PRC laws, rules and regulations, each of our subsidiaries incorporated in China is required to set aside at least 10% of its after-tax profits each year, after making up for previous years’ accumulated losses, if any, to fund certain statutory reserves, until the aggregate amount of such fund reaches 50% of its registered capital.

As a result of these and other restrictions under the PRC laws and regulations, the PRC subsidiaries and the VIEs are restricted to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances. Even though the Company currently does not require any such dividends, loans or advances from the PRC subsidiaries and the VIEs for working capital and other funding purposes, the Company may in the future require additional cash resources from its PRC subsidiaries and the VIEs due to changes in business conditions, to fund future acquisitions and developments, or merely declare and pay dividends to or distributions to the Company’s shareholders. There are currently no restrictions on foreign exchange and our ability to transfer cash among our Company and our principal subsidiaries and the consolidated VIEs, as applicable, or to investors.

In addition, in recent years, the PRC government has adopted a number of policies to regulate the collection of education fees and related party transactions by private education institutions. If, in the future, the relevant PRC government authorities tighten control on fee collection and related party transactions or promulgate stricter laws and regulations governing private education, the VIEs’ ability to negotiate service prices and make payment of service fees to the Liandu WFOE may be affected.

Risk Factors Summary

An investment in our ADSs is subject to a number of risks, including risks related to our business and industry, risks related to our corporate structure, risks related to doing business in China and risks related to our ADSs. The following list summarizes some, but not all, of these risks. Please read the information in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein under the heading of “Risk Factors” for a more thorough description of these and other risks.

Risks Relating to Our Business and Industry

●

Significant uncertainties exist in relation to the interpretation and implementation of, or proposed changes to, the PRC laws, regulations and policies regarding the private education industry. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Significant uncertainties exist in relation to the interpretation and implementation of, or proposed changes to, the PRC laws, regulations and policies regarding the private education industry. In particular, our compliance with the 2021 Implementation Rules for Private Education Laws has materially and adversely affected and may materially and adversely affect our and the VIEs’ business, financial condition, results of operations and prospect” on page 31 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

-25-

●

We are in the process of filing the relevant application pursuant to the national and local regulations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We and the VIEs are in the process of filing the relevant application pursuant to the national and local regulations (including Zhejiang Province and Lishui City, as well as Hebei Province) of classification registration of private schools. Loss of taxes and fees may incur in the process, which may have an adverse impact on Qingtian International School’s and Langfang School’s operations” on page 34 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

We may not be able to successfully integrate businesses operated by Qingtian International School, Lishui International School, Vocational Education Services Providers, Chuangmei Weiye and Hebei Chuangxiang. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We and the VIEs may not be able to successfully integrate businesses operated by Qingtian International School, Lishui International School, Vocational Education Services Providers, Chuangmei Weiye and Hebei Chuangxiang, which may cause us to lose the anticipated benefits from such business expansions and to incur significant additional expenses” on page 40 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely our auditor for two consecutive years. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. As of the date of the prospectus, our auditor, Audit Alliance LLP, is not determined by the PCAOB that it is unable to inspect or investigate completely and our listing is not affected by the Holding Foreign Companies Accountable Act and related regulations. However, we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit of our financial statements. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely our auditor for two consecutive years. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment” on page 47 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

We and the VIEs are and may be in the future involved in legal and other disputes and claims arising out of our and VIEs’ operations from time to time. See “Risk Factors—Risks Relating to Our Business and Industry—We and the VIEs are and may be in the future involved in legal and other disputes and claims arising out of our operations from time to time.”

Risks Relating to Our Corporate Structure

●

We may be subject to severe penalties if the PRC government finds that the agreements that establish the structure for operating our and the VIEs’ business in China do not comply with applicable PRC laws and regulations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Our and the VIEs’ private education service business is subject to extensive regulation in China. We and the VIEs may be subject to severe penalties if the PRC government finds that the agreements that establish the structure for operating our and the VIEs’ business in China do not comply with applicable PRC laws and regulations” on page 51 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

Our contractual arrangements may not be as effective in providing control over the VIEs as equity ownership. See “Item 3. Key Information—D. Risk Factors—Our contractual arrangements may not be as effective in providing control over the VIEs as equity ownership” and “—If the PRC government determines that the contractual arrangements constituting part of the VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, we may be unable to assert our contractual rights over the assets of the VIEs, and our ADSs or ordinary shares may decline in value or become worthless” on pages 53 and 54 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

We may have to incur additional costs and expend substantial resources to enforce our contractual arrangements. Our contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. In the event that we are unable to enforce these contractual arrangements, we may not be able to exert effective control over the VIEs for an extended period of time or we may be permanently unable to exert control over the VIEs. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We may have to incur additional costs and expend substantial resources to enforce our contractual arrangements, temporarily or permanently lose control over our primary operations or lose access to our primary sources of revenue, if the VIEs or their respective ultimate shareholders fail to perform their obligations under our contractual arrangements” on page 55 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

We rely on dividends and other payments from Liandu WFOE to pay dividends and other cash distributions to our shareholders. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—We rely on dividends and other payments from Liandu WFOE to pay dividends and other cash distributions to our shareholders” on page 57 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

Qingtian International School, Lishui International School and Langfang School may be subject to limitations on their ability to operate private education or make payments to related parties. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Qingtian International School, Lishui International School and Langfang School may be subject to limitations on their ability to operate private education or make payments to related parties” on page 57 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

-26-

Risks Relating to Doing Business in China

●

The inherent uncertainties in the PRC legal system could materially and adversely affect us. The PRC legal system continues to evolve rapidly. The interpretations of such laws and regulations may not always be consistent, and enforcement of these laws and regulations involves significant uncertainties and can change quickly with little advance notice, any of which could limit the available legal protections. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The inherent uncertainties in the PRC legal system could materially and adversely affect us” on page 59 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

Investors in the ADSs and the business of us and the VIEs face potential uncertainty from the PRC government’s policy. Adverse changes in the PRC economic, political and social conditions as well as laws and government policies, may materially and adversely affect our and the VIEs’ business, financial condition, results of operations and growth prospects. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Adverse changes in the PRC economic, political and social conditions as well as laws and government policies, may materially and adversely affect our and the VIEs’ business, financial condition, results of operations and growth prospects” on page 59 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC subsidiaries or VIEs. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC subsidiaries or VIEs, which could materially and adversely affect our liquidity and our ability to fund and expand our and the VIEs’ business” on page 60 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Any actions by the Chinese government, including any decision to intervene or influence the operations of our PRC subsidiaries or the VIE or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of our PRC subsidiaries or the VIE, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless” on page 65 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

There is significant uncertainty about the application and interpretation of the Law on the Promotion of Private Education, the 2021 Implementation Rules and their detailed implementation rules and regulations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Based on the recent development of PRC law, there is significant uncertainty about the application and interpretation of the Law on the Promotion of Private Education, the 2021 Implementation Rules and their detailed implementation rules and regulations. We and the VIE may be subject to significant limitations on our ability to engage in the private education business, acquire private schools, or receive payments from the VIEs and may otherwise be materially and adversely affected by changes in PRC laws and regulations” on page 67 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

●

To the extent cash is generated in our PRC Subsidiaries or the VIEs, and may need to be used to fund operations outside of mainland China, such funds may not be available due to limitations placed by the PRC government. Furthermore, to the extent assets (other than cash) in our or the VIEs’ business are located in the PRC or held by a PRC entity, the assets may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of us and our subsidiaries and the VIEs to transfer assets by the PRC government. If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to our Hong Kong subsidiary in the future, and to the extent cash is generated in our Hong Kong subsidiary, and to the extent assets (other than cash) in our business are located in Hong Kong or held by a Hong Kong entity and may need to be used to fund operations outside of Hong Kong, such funds or assets may not be available due to interventions in or the imposition of restrictions and limitations on the ability of us and our subsidiaries and the VIEs to transfer funds or assets by the PRC government. Furthermore, there can be no assurance that the PRC government will not intervene or impose restrictions or limitations on our ability to transfer or distribute cash within its organization, which could result in an inability or prohibition on making transfers or distributions to entities outside of mainland China and Hong Kong and adversely affect its business. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Restrictions on currency exchange under PRC laws may limit our ability to convert cash derived from our operating activities into foreign currencies and may materially and adversely affect the value of your investment” on page 61 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

-27-

Risks relating to our ADSs

●

The trading price of our ADSs may be volatile and the voting rights of holders of our ADSs are limited by the terms of the deposit agreement. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our ADSs—The trading price of our ADSs may be volatile, which could result in substantial losses to you,” “—The voting rights of holders of our ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to direct how the ordinary shares represented by your ADSs are voted,” and “—The depositary shall deem you to have instructed the depositary to give us a discretionary proxy to vote the ordinary shares underlying your ADSs if you do not give timely voting instructions to the depositary to direct how the ordinary shares underlying your ADSs are voted, except in limited circumstances, which could adversely affect your interests” on pages 71-72 of our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

Corporate Information

Our principal executive offices are located at No. 818 Hua Yuan Street, Liandu District, Lishui City, Zhejiang Province, the PRC. Our telephone number at this address is +86 0578 2267142. Our registered office in the Cayman Islands is located at Suite #4-210 Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman, KY1-1209, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, United States.

Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is www.lixiangeh.com. The information contained on our website is not a part of this prospectus.

Implications of Being an Emerging G

SEC Form F-1 filed by Lixiang Education Holding Co. Ltd.