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PROSPECTUS SUMMARY

This summary highlightsimportant features of this offering and the information included or incorporated by reference herein. It does not contain all of the informationthat you should consider in making your investment decision. Before investing in the ADSs, you should read this summary together withthe entire prospectus, including the risks that we describe under “Risk Factors” below and in our annual report on Form 20-Ffor the year ended December 31, 2023, and our consolidated financial statements and the related notes, such report, financial statementsand notes being incorporated by reference herein. Except as otherwise indicated herein or as the context otherwise requires, referencesin 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 thecontext may require.

The Transaction

On November 28, 2024, theCompany entered into a share subscription agreement with each of JONG TCHUN JIN, CHONG JUINN HUI, KON CHEE THONG, ONG SIN LEONG, MAH KENTOH, VUN SIONG WEE, LAW KOK LEONG, RAYMOND WEE HIAN SEN, CHAI KUEH SIN, WONG SIONG YEE and SIAW TING LIANG (collectively, the “SellingShareholders”) (collectively, the “2024 Purchase Agreements”), pursuant to which the Company agreed to issue and sellto 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 theaggregate consideration of US$34,200,000. Additionally, the Company agreed to file a registration statement with the SEC covering theresale 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 otherconditions set forth in the 2024 Purchase Agreements are satisfied, the Company will issue and sell the 1,800,000,000 Class A OrdinaryShares to the Selling Shareholders.

The Company

Lixiang is a Cayman Islandsholding company and not a Chinese operating company, and does not conduct operations directly. The operations in China are conducted throughLiandu WFOE and its subsidiaries in which Lixiang holds equity ownership interests, and their contractual arrangements, commonly knownas 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 holdingcompany, and are not purchasing, and may never directly hold, equity interests in the VIEs.

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

PRC laws, regulations, andrules restrict and impose conditions on direct foreign investment in certain types of business, including education at the primary, middleschool and high school levels, and operation of vocational schools. As we are a company incorporated in the Cayman Islands, our wholly-ownedsubsidiary 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 institutionor 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 therelevant laws and regulations. In response to these restrictions, the Company operates these businesses in China through the VIE structurewhich provides investors with exposure to foreign investment in the Chinese operating companies where Chinese law prohibits us from directforeign investment in the operating companies.

Contractual Arrangements with respect to QingtianInternational School

On April 20, 2022, LianduWFOE entered into a series of contractual arrangements, or the VIE structure, with Lishui Mengxiang, Qingtian International School, shareholdersof Lishui Mengxiang and the Council Members of Qingtian International School. On January 31, 2023, due to the change of shareholders ofLishui Mengxiang, Liandu WFOE entered into an updated series of contractual arrangements with respect to the operation of Qingtian InternationalSchool. 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 enteredinto a definitive agreement to transfer 100% of the sponsorship interests of Qingtian International School to Zhejiang Lishui QiaoxiangEducation Consulting Services Co., Ltd (“Qiaoxiang Education”), an entity affiliated with Mr. Biao Wei, a director and theChief Executive Officer of the Company, for a consideration of RMB23,161,000. On April 2, 2024, Liandu WFOE, Lishui Mengxiang, QingtianInternational School, the shareholders of Lishui Mengxiang and the Council Members of Qingtian International School entered into an AcknowledgmentAgreement of Contractual Agreements of Qingtian Overseas Chinese Experimental High School (the “Acknowledgment Agreement of ContractualAgreements of Qingtian Overseas Chinese Experimental High School”), pursuant to which rights and obligations under contractual arrangementswith respect to Qingtian International School were actually terminated on December 31, 2023. We deconsolidated the results of QingtianInternational School in our consolidated financial statements since December 31, 2023.

Below is a summary of thematerial provisions of these contractual arrangements among Liandu WFOE and the shareholders of Lishui Mengxiang. For more complete informationyou 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 OptionAgreement. Under the Exclusive Call Option Agreement dated January 31, 2023, Ms. Fen Ye and Ms. Hong Ye, or theshareholders of Lishui Mengxiang have irrevocably granted Liandu WFOE or its designated purchaser the exclusive right to purchase allor part of the direct and/or indirect equity interests of Lishui Mengxiang, or the Equity Call Option. The purchase price payable by LianduWFOE or its designated purchaser in respect of the transfer of Lishui Mengxiang’s direct and/or indirect equity interest or equityinterests shall be at the lowest price permitted under the PRC laws and regulations. Liandu WFOE or its designated purchaser shall havethe right to purchase such proportion of Lishui Mengxiang’s interest in Qingtian International School and/or other equity interestof Lishui Mengxiang as it decides at any time. Qingtian International School provides high school education services, in which case theforeign investors are restricted to hold equity interests of Lishui Mengxiang, Qingtian International School’s sponsor, in accordancewith the current PRC laws and regulations. If and when the PRC laws and regulations allow Liandu WFOE or us to directly hold all or partof the school sponsor interests in Qingtian International School and/or all or part of other equity interests of Lishui Mengxiang andoperate competent education business in the PRC, Liandu WFOE shall issue the notice of exercise of such equity call option as soon aspracticable, and the percentage of interests to be purchased upon exercise of such Equity Call Option shall be no less than the maximumpercentage allowed to be held by Liandu WFOE or its designated purchaser under the PRC laws and regulations. Such equity transfer priceis not expressly provided for in the current PRC laws and regulations and it is uncertain whether it may be further regulated by futurePRC laws and regulations. Pursuant to the Exclusive Call Option Agreement, all taxes and fees associated with the equity transfer shallbe paid by Lishui Mengxiang’s shareholders and/or the direct equity holders of the VIEs upon the transfer. In the absence of writtenconsent from Liandu WFOE, except as otherwise described in the Exclusive Call Option Agreement, Lishui Mengxiang and its shareholdersshall not sell, transfer, assign or otherwise dispose of or create any encumbrance on any of Lishui Mengxiang’s assets, businessesor equity interests or procure separation or merge with any other entities. Furthermore, without written consent from Liandu WFOE, LishuiMengxiang may not terminate any material contracts or enter into any other contracts which may contradict such material contracts, incurany indebtedness or provide any loan or guarantee to a third party, except as disclosed to Liandu WFOE, or alter the nature or scope ofits business. The Exclusive Call Option Agreement will remain in force during the operation term of VIEs and any periods that are renewablepursuant to the PRC laws, and will terminate automatically when Liandu WFOE and/or its designated entities fully exercised their optionsto purchase all the equities of VIEs in accordance with this agreement. In addition, unless otherwise stipulated by laws, this agreementmay not be terminated by Lishui Mengxiang or its shareholders unilaterally, but may only be terminated by Liandu WFOE after notice inadvance.

Proxy Agreement forSchool’s Sponsors and Council Members. Pursuant to the Proxy Agreement for School’s Sponsors and Council Membersdated January 31, 2023, Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as school sponsorof Qingtian International School to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) the rightto appoint and/or elect of council members of Qingtian International School; (b) the right to appoint and/or elect the supervisorsof Qingtian International School; the right to put forward the School’s mission and scope of operation;(c)the right to examine orapprove the Articles of Association of Qingtian International School, development planning, major projects and budget for revenues andexpenditures;(d) the right to supervise the performance of Qingtian International School and the achievement of the objectives set outin the bylaw;(e) the right to establish the executive school council in accordance with the authority and procedures prescribed in thebylaw of Qingtian International School and to participate in the running and management of the School;(f) the right to access the informationabout 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 obtainreasonable returns from Qingtian International School’s Sponsor in accordance with the PRC laws;(i) the right to obtain the remainingproperty of Qingtian International School after the liquidation in accordance with the PRC laws;(j) the right to transfer the interestsof Qingtian International School’s Sponsor in accordance with the PRC laws;(k) the right to select the profitability and non-profitabilityof the characteristic of Qingtian International School in accordance with the PRC laws, regulations or regulatory documents; and(l) anyother rights of Qingtian International School’s Sponsor provided by other applicable laws and regulations of the PRC and the articlesof association of Qingtian International School (as amended from time to time).

The appointed Council Membersof Qingtian International School from Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rightsas school sponsor of Qingtian International School to the extent permitted by the PRC laws. These rights include, but are not limitedto: (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 meetingand business activities carried out by Qingtian International School; (b) exercising the voting rights on behalf of Qingtian InternationalSchool’s Sponsor for all matters requiring discussion and resolution of the council; (c) proposing to convene a council meetingof Qingtian International School; (d) signing the council meeting minutes, council meeting resolutions or other legal documents thatthe Appointed Council Members has the right to sign as the council member of Qingtian International School; (e) instructing the legalrepresentative, the financial, business and administrative chiefs, etc. of Qingtian International School to act in accordance with theTrustee’s intention; (f) exercising other rights of the council member and council members’ voting rights under the articlesof association (including any other council members’ voting rights as stipulated in the amended articles of association) of QingtianInternational School; (g) handling legal procedures containing registration, examination and approval and license of schools at thecompetent departments of government; and (h) any other rights of the Council Member as pursuant to the applicable PRC laws, regulationsand the articles of association (as amended from time to time) of Qingtian International School. In addition, each of Lishui Mengxiangand the Council Members of Qingtian International School have irrevocably agreed that (i) Liandu WFOE may delegate its rights underthe Proxy Agreement for School’s Sponsors and Council Members to the directors of Liandu WFOE or its designated person, withoutprior notice to or approval by Lishui Mengxiang and the Council Members of Qingtian International School; and (ii) any person assuccessor of civil rights of Liandu WFOE or liquidator by reason of subdivision, merger, liquidation of Liandu WFOE or other circumstancesshall 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 forShareholders. Pursuant to the Proxy Agreement for Shareholders dated January 31, 2023, each shareholder of Lishui Mengxianghas irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as the shareholder to the extent permitted by the PRClaws. These rights include, but are not limited to: (a) the right to attend the shareholders’ meeting of our school actingas WFOE’s nominee; (b) the right to vote on behalf of the sponsors for all matters requiring discussion and resolution of theshareholders’ meeting; (c) the right to sign the shareholders’ minutes, resolutions or other legal documents; (d) theright to indicate the directors, the legal representative, etc. to act in accordance with WFOE’s intention; (e) the right tohandle 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 pursuantto the applicable PRC laws, regulations and our school’s articles of association as amended from time to time.

Business CooperationAgreement. 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 andmarketing advice, providing technology services, providing public relations services, providing support for teacher hiring and trainingand providing other services that the VIEs may need from time to time. Without the prior consent of Liandu WFOE, none of the VIEsmay accept such services provided by any third party. As part of the business cooperative agreement, VIEs and the shareholders of LishuiMengxiang agree that they will not take any actions except as otherwise described in the Business Cooperation Agreement, such as incurringindebtedness, disposing of material assets, materially changing the scope or nature of the business of the VIEs, disposing of their equityinterests in the VIEs, or paying dividends or other similar payments to the sponsors or the shareholders VIEs in the absence of writtenconsent from Liandu WFOE. The aforementioned agreements will terminate automatically when Liandu WFOE and/or its designated entities fullyexercised 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 terminatedby Liandu WFOE after notice in advance.

Exclusive TechnicalService and Business Consulting Agreement. Pursuant to the Exclusive Technical Service and Business Consulting Agreementdated January 31, 2023, Liandu WFOE agreed to provide exclusive technical services to Qingtian International School and Qingtian InternationalSchool’s sponsor, Lishui Mengxiang. Furthermore, Liandu WFOE agreed to provide exclusive business consultancy services to QingtianInternational School and Qingtian International School’s sponsor. In consideration of the technical and business consultancy servicesprovided by Liandu WFOE, Qingtian International School and Qingtian International School’s sponsor agreed to pay Liandu WFOE a servicefee withdrawn from their respective amount of surplus from operations after deducting all costs, expenses, taxes, losses (if requiredby the law) and the legally development fund of the respective school (if required by the law) and other costs and funds that shall beretained at Qingtian International School in accordance with applicable PRC laws. Liandu WFOE has the right (but not the obligation) toadjust the amount of such service fee by reference to the actual services provided and the actual business operations and needs of QingtianInternational School and Qingtian International School’s sponsor, provided that any adjusted amount shall not exceed the amountmentioned above. Qingtian International School and Qingtian International School’s sponsor do not have any right to make any suchadjustment. Unless otherwise prescribed under the PRC laws and regulations, Liandu WFOE shall have exclusive proprietary rights to anytechnology and intellectual property developed and materials prepared in the course of the provision of research and development, technicalsupport and services by Liandu WFOE to Qingtian International School and Qingtian International School’s sponsor, and any intellectualproperty in the products developed, including any other rights derived thereunder, in the course of performance of obligations under theExclusive 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 theirequity interests in Lishui Mengxiang to Liandu WFOE to guarantee performance of the obligations of the VIEs under the Exclusive Call OptionAgreement, 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 LishuiMengxiang 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 terminatedby Lishui Mengxiang or the shareholders of Lishui Mengxiang unilaterally, but may only be terminated by the Liandu WFOE after notice inadvance. The equity pledge agreement remains in full force and effect until all of the obligations under the contractual arrangements havebeen duly performed or the guaranteed debts are duly paid. The pledge of equity interests in Lishui Mengxiang has been duly registeredwith 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 relatingto 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, LianduWFOE entered into a series of contractual arrangements, or the VIE structure, with Beijing P.X. and Langfang School, shareholders of BeijingP.X. and the Council Members of Langfang School. The series of contractual arrangements became effective on January 1, 2022. Below isa summary of the material provisions of these contractual arrangements among Liandu WFOE and the shareholders of Beijing P.X.. For morecomplete information you should read these agreements in their entirety. These agreements or their forms are filed as exhibits to thisprospectus on Form F-1.

Exclusive Call OptionAgreement. Under the Exclusive Call Option Agreement dated March 28, 2023, Ms. Fen Ye, Ms. Hong Ye, and LishuiMengxiang, or the shareholders of Beijing P.X. have irrevocably granted Liandu WFOE or its designated purchaser the exclusive right topurchase all or part of the direct and/or indirect equity interests of Beijing P.X. and Langfang School, or the Equity Call Option. Thepurchase price payable by Liandu WFOE or its designated purchaser in respect of the transfer of above equity interests shall be at thelowest price permitted under the PRC laws and regulations. Liandu WFOE or its designated purchaser shall have the right to purchase suchproportion 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 institutionor a foreign vocational skills training institution with relevant qualifications on education services and operating high-quality educationin accordance with the current PRC laws and regulations. If and when the PRC laws and regulations allow Liandu WFOE or us to directlyhold 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 operatecompetent 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 percentageallowed to be held by Liandu WFOE or its designated purchaser under the PRC laws and regulations. Such equity transfer price is not expresslyprovided 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.’sshareholders upon the transfer. In the absence of written consent from Liandu WFOE, except as otherwise described in the Exclusive CallOption Agreement, Beijing P.X. and its shareholders shall not sell, transfer, assign or otherwise dispose of or create any encumbranceon 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 whichmay contradict such material contracts, incur any indebtedness or provide any loan or guarantee to a third party, except as disclosedto Liandu WFOE, or alter the nature or scope of its business. The Exclusive Call Option Agreement will remain in force during the operationterm of Beijing P.X. and Langfang School and any periods that are renewable pursuant to the PRC laws, and will terminate automaticallywhen Liandu WFOE and/or its designated entities fully exercised their options to purchase all the equities of Beijing P.X. and LangfangSchool in accordance with this agreement. In addition, unless otherwise stipulated by laws, this agreement may not be terminated by LangfangSchool, Beijing P.X. or its shareholders unilaterally, but may only be terminated by Liandu WFOE after notice in advance.

Proxy Agreement forSchool’s Sponsors and Council Members. Pursuant to the Proxy Agreement for School’s Sponsors and Council Membersdated March 28, 2023, Beijing P.X. has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as school sponsor ofLangfang School to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) the right to appoint and/orelect of council members of Langfang School; (b) the right to appoint and/or elect the supervisors of Langfang School; the rightto put forward the School’s mission and scope of operation;(c)the right to examine or approve the Articles of Association of LangfangSchool, development planning, major projects and budget for revenues and expenditures;(d) the right to supervise the performance of LangfangSchool and the achievement of the objectives set out in the bylaw;(e) the right to establish the executive school council in accordancewith 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 consultthe 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 theremaining property of Langfang School after the liquidation in accordance with the PRC laws;(j) the right to transfer the interests ofLangfang School’s Sponsor in accordance with the PRC laws;(k) the right to select the profitability and non-profitability of thecharacteristic of Langfang School in accordance with the PRC laws, regulations or regulatory documents; and(l) any other rights of LangfangSchool’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 Membersof Langfang School from Beijing P.X. has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as school sponsorof Langfang School to the extent permitted by the PRC laws. These rights include, but are not limited to: (a) acting as the agentof Langfang School’s Sponsor to attend the council meeting of Langfang School; enjoying the right to speak, propose, vote, electand 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 resolutionof the council; (c) proposing to convene a council meeting of Langfang School; (d) signing the council meeting minutes, councilmeeting resolutions or other legal documents that the Appointed Council Members has the right to sign as the council member of LangfangSchool; (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) handlinglegal 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 (asamended from time to time) of Langfang School. In addition, each of Beijing P.X. and the Council Members of Langfang School have irrevocablyagreed that (i) Liandu WFOE may delegate its rights under the Proxy Agreement for School’s Sponsors and Council Members tothe directors of Liandu WFOE or its designated person, without prior notice to or approval by Beijing P.X. and the Council Members ofLangfang 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 Agreementfor School’s Sponsors and Council Members.

Proxy Agreement forShareholders. Pursuant to the Proxy Agreement for Shareholders dated March 28, 2023, Lishui Mengxiang, the shareholder ofBeijing P.X. has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as the shareholder to the extent permittedby the PRC laws. These rights include, but are not limited to: (a) the right to attend the shareholders’ meeting of BeijingP.X. acting as WFOE’s nominee; (b) the right to vote on behalf of Lishui Mengxiang for all matters requiring discussion andresolution of the shareholders’ meeting; (c) the right to sign the shareholders’ minutes, resolutions or other legaldocuments; (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 competentdepartments of governments; (f) the right to decide to transfer or otherwise dispose of the equity of Beijing P.X.; (g) anyother shareholder’s rights as pursuant to the applicable PRC laws, regulations and articles of association of Beijing P.X. as amendedfrom time to time.

Business CooperationAgreement. 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 Schoolshall make payments accordingly. In particular, such services include but not limited to developing curriculum, conducting market researchand offering management and marketing advice, providing technology services, providing public relations services, providing support forteacher hiring and training and providing other services that Beijing P.X. and Langfang School may need from time to time. Withoutthe prior consent of Liandu WFOE, none of Beijing P.X. and Langfang School may accept such services provided by any third party. As partof the business cooperative agreement, Beijing P.X., Langfang School and the shareholders of Beijing P.X. agree that they will not takeany actions except as otherwise described in the Business Cooperation Agreement, such as incurring indebtedness, disposing of materialassets, materially changing the scope or nature of the business of Langfang School, disposing of their equity interests in the LangfangSchool, or paying dividends or other similar payments to Beijing P.X. or the shareholders of Beijing P.X. in the absence of written consentfrom Liandu WFOE. The aforementioned agreements will terminate automatically when Liandu WFOE and/or its designated entities fully exercisedtheir 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 BeijingP.X., but may only be terminated by Liandu WFOE after notice in advance.

Exclusive TechnicalService and Business Consulting Agreement. Pursuant to the Exclusive Technical Service and Business Consulting Agreementdated March 28, 2023, Liandu WFOE agreed to provide exclusive technical services to Langfang School and Beijing P.X.. Furthermore, LianduWFOE agreed to provide exclusive business consultancy services to Langfang School and Beijing P.X.. In consideration of the technicaland business consultancy services provided by Liandu WFOE, Langfang School and Beijing P.X. agreed to pay Liandu WFOE a service fee withdrawnfrom their respective amount of surplus from operations after deducting all costs, expenses, taxes, losses (if required by the law) andthe legally development fund (if required by the law) and other costs and funds that shall be retained at Langfang School in accordancewith applicable PRC laws. Liandu WFOE has the right (but not the obligation) to adjust the amount of such service fee by reference tothe actual services provided and the actual business operations and needs of Langfang School and Beijing P.X., provided that any adjustedamount 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 technologyand intellectual property developed and materials prepared in the course of the provision of research and development, technical supportand services by Liandu WFOE to Langfang School and Beijing P.X., and any intellectual property in the products developed, including anyother rights derived thereunder, in the course of performance of obligations under the Exclusive Technical Service and Business ConsultingAgreement 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 equityinterests in Beijing P.X. to Liandu WFOE to guarantee performance of the obligations of Langfang School and Beijing P.X. under the ExclusiveCall Option Agreement, Business Cooperation Agreement, Exclusive Technical Service and Business Consulting Agreement, Proxy Agreementfor Shareholders, Proxy Agreement for School’s Sponsors and Council Members and Loan Agreement, each as described above the shareholdersof 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 terminatedby 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 havebeen duly performed or the guaranteed debts are duly paid. The pledge of equity interests in Beijing P.X. has been duly registered withthe local branch of PRC State Administration of Market Regulation, or SAMR and is effective upon such registration.

Contractual Arrangementswith respect to Lishui International School

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

ExclusiveCall 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 purchaseall or part of the direct and/or indirect equity interests of Lishui Mengxiang, or the Equity Call Option. The purchase price payableby Liandu WFOE or its designated purchaser in respect of the transfer of Lishui Mengxiang’s direct and/or indirect equity interestor equity interests shall be at the lowest price permitted under the PRC laws and regulations. Liandu WFOE or its designated purchasershall have the right to purchase such proportion of Lishui Mengxiang’s interest in Lishui International School and/or other equityinterest of Lishui Mengxiang as it decides at any time. Lishui International School provides high school education services, in whichcase the foreign investors are restricted to hold equity interests of Lishui Mengxiang, Lishui International School’s sponsor, inaccordance with the current PRC laws and regulations. If and when the PRC laws and regulations allow Liandu WFOE or us to directly holdall or part of the school sponsor interests in Lishui International School and/or all or part of other equity interests of Lishui Mengxiangand operate competent education business in the PRC, Liandu WFOE shall issue the notice of exercise of such equity call option as soonas practicable, and the percentage of interests to be purchased upon exercise of such Equity Call Option shall be no less than the maximumpercentage allowed to be held by Liandu WFOE or its designated purchaser under the PRC laws and regulations. Such equity transfer priceis not expressly provided for in the current PRC laws and regulations and it is uncertain whether it may be further regulated by futurePRC laws and regulations. Pursuant to the Exclusive Call Option Agreement, all taxes and fees associated with the equity transfer shallbe paid by Lishui Mengxiang’s shareholders and/or the direct equity holders of the VIEs upon the transfer. In the absence of writtenconsent from Liandu WFOE, except as otherwise described in the Exclusive Call Option Agreement, Lishui Mengxiang and its shareholdersshall not sell, transfer, assign or otherwise dispose of or create any encumbrance on any of Lishui Mengxiang’s assets, businessesor equity interests or procure separation or merge with any other entities. Furthermore, without written consent from Liandu WFOE, LishuiMengxiang may not terminate any material contracts or enter into any other contracts which may contradict such material contracts, incurany indebtedness or provide any loan or guarantee to a third party, except as disclosed to Liandu WFOE, or alter the nature or scope ofits business. The Exclusive Call Option Agreement will remain in force during the operation term of VIEs and any periods that are renewablepursuant to the PRC laws, and will terminate automatically when Liandu WFOE and/or its designated entities fully exercised their optionsto purchase all the equities of VIEs in accordance with this agreement. In addition, unless otherwise stipulated by laws, this agreementmay not be terminated by Lishui Mengxiang or its shareholders unilaterally, but may only be terminated by Liandu WFOE after notice inadvance.

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ProxyAgreement for School’s Sponsors and Council Members. Pursuant to the Proxy Agreement for School’s Sponsors andCouncil Members dated April 2, 2024, Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rightsas 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 electthe supervisors of Lishui International School; the right to put forward the School’s mission and scope of operation;(c)the rightto examine or approve the Articles of Association of Lishui International School, development planning, major projects and budget forrevenues and expenditures;(d) the right to supervise the performance of Lishui International School and the achievement of the objectivesset out in the bylaw;(e) the right to establish the executive school council in accordance with the authority and procedures prescribedin the bylaw of Lishui International School and to participate in the running and management of the School;(f) the right to access theinformation 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 rightto use the remaining property of the school after the liquidation for running other non-profit schools continuously in accordance withthe 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 thearticles of association of Lishui International School (as amended from time to time).

Theappointed Council Members of Lishui International School from Lishui Mengxiang has irrevocably authorized and entrusted Liandu WFOE toexercise 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 LishuiInternational School; enjoying the right to speak, propose, vote, elect and stand for election, and the right to know, propose and supervisecouncil meeting and business activities carried out by Lishui International School; (b) exercising the voting rights on behalf ofLishui International School’s Sponsor for all matters requiring discussion and resolution of the council; (c) proposing toconvene a council meeting of Lishui International School; (d) signing the council meeting minutes, council meeting resolutions orother legal documents that the Appointed Council Members has the right to sign as the council member of Lishui International School; (e) instructingthe legal representative, the financial, business and administrative chiefs, etc. of Lishui International School to act in accordancewith the Trustee’s intention; (f) exercising other rights of the council member and council members’ voting rights underthe 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 schoolsat 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 LishuiMengxiang and the Council Members of Lishui International School have irrevocably agreed that (i) Liandu WFOE may delegate its rightsunder the Proxy Agreement for School’s Sponsors and Council Members to the directors of Liandu WFOE or its designated person, withoutprior notice to or approval by Lishui Mengxiang and the Council Members of Lishui International School; and (ii) any person as successorof civil rights of Liandu WFOE or liquidator by reason of subdivision, merger, liquidation of Liandu WFOE or other circumstances shallhave authority to replace Liandu WFOE to exercise all rights under the Proxy Agreement for School’s Sponsors and Council Members.

ProxyAgreement for Shareholders. Pursuant to the Proxy Agreement for Shareholders dated April 2, 2024, each shareholder of LishuiMengxiang has irrevocably authorized and entrusted Liandu WFOE to exercise all its rights as the shareholder to the extent permitted bythe PRC laws. These rights include, but are not limited to: (a) the right to attend the shareholders’ meeting of our schoolacting as WFOE’s nominee; (b) the right to vote on behalf of the sponsors for all matters requiring discussion and resolutionof 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) theright to handle legal procedures containing registration, examination and approval and license of schools at the competent departmentsof governments; (f) the right to decide to transfer or otherwise dispose of the equity of our school; (g) any other shareholderrights 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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BusinessCooperation Agreement. Pursuant to the Business Cooperation Agreement dated April 2, 2024, Liandu WFOE shall provide technicalservices, management support and consulting services necessary for the private education business, and in return, the VIEs shall makepayments accordingly. In particular, such services include but not limited to developing curriculum, conducting market research and offeringmanagement and marketing advice, providing technology services, providing public relations services, providing support for teacher hiringand training and providing other services that the VIEs may need from time to time. Without the prior consent of Liandu WFOE, noneof the VIEs may accept such services provided by any third party. As part of the business cooperative agreement, VIEs and the shareholdersof Lishui Mengxiang agree that they will not take any actions except as otherwise described in the Business Cooperation Agreement, suchas incurring indebtedness, disposing of material assets, materially changing the scope or nature of the business of the VIEs, disposingof their equity interests in the VIEs, or paying dividends or other similar payments to the sponsors or the shareholders VIEs in the absenceof written consent from Liandu WFOE. The aforementioned agreements will terminate automatically when Liandu WFOE and/or its designatedentities fully exercised their options to purchase all the equities held by Nominee Shareholders in accordance with the Exclusive CallOption 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.

ExclusiveTechnical Service and Business Consulting Agreement. Pursuant to the Exclusive Technical Service and Business ConsultingAgreement dated April 2, 2024, Liandu WFOE agreed to provide exclusive technical services to Lishui International School and Lishui InternationalSchool’s sponsor, Lishui Mengxiang. Furthermore, Liandu WFOE agreed to provide exclusive business consultancy services to LishuiInternational School and Lishui International School’s sponsor. In consideration of the technical and business consultancy servicesprovided by Liandu WFOE, Lishui International School and Lishui International School’s sponsor agreed to pay Liandu WFOE a servicefee withdrawn from their respective amount of surplus from operations after deducting all costs, expenses, taxes, losses (if requiredby the law) and the legally development fund of the respective school (if required by the law) and other costs and funds that shall beretained at Lishui International School in accordance with applicable PRC laws. Liandu WFOE has the right (but not the obligation) toadjust the amount of such service fee by reference to the actual services provided and the actual business operations and needs of LishuiInternational School and Lishui International School’s sponsor, provided that any adjusted amount shall not exceed the amount mentionedabove. 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 technologyand intellectual property developed and materials prepared in the course of the provision of research and development, technical supportand services by Liandu WFOE to Lishui International School and Lishui International School’s sponsor, and any intellectual propertyin the products developed, including any other rights derived thereunder, in the course of performance of obligations under the ExclusiveTechnical Service and Business Consulting Agreement and/or any other agreements entered into between Liandu WFOE and the VIEs.

EquityPledge Agreement. Pursuant to the Equity Pledge Agreement dated April 2, 2024, the shareholders unconditionally and irrevocablypledged all of their equity interests in Lishui Mengxiang to Liandu WFOE to guarantee performance of the obligations of the VIEs underthe Exclusive Call Option Agreement, Business Cooperation Agreement, Exclusive Technical Service and Business Consulting Agreement, ProxyAgreement for Shareholders, Proxy Agreement for School’s Sponsors and Council Members and Loan Agreement, each as described abovethe shareholders of Lishui Mengxiang agreed that without prior written consent of the PRC WFOE, they shall not transfer or dispose ofthe 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 terminatedby the Liandu WFOE after notice in advance. The equity pledge agreement remains in full force and effect until all of the obligationsunder the contractual arrangements have been duly performed or the guaranteed debts are duly paid. The pledge of equity interestsin Lishui Mengxiang has been duly registered with the local branch of SAIC and is effective upon such registration.

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The contractual agreementsare not equivalent to equity ownership in the business of the VIEs. Our control over Lishui Mengxiang and its subsidiaries, Qingtian InternationalSchool, Lishui International School and Langfang School, and our position of being the primary beneficiary of Lishui Mengxiang and itssubsidiaries, Qingtian International School, Lishui International School and Langfang School for the accounting purposes are limited tothe conditions that we have met for consolidation of Lishui Mengxiang and its subsidiaries, Qingtian International School, Lishui InternationalSchool and Langfang School under U.S. GAAP. Such conditions include that (i) we have the power to govern the activities which most significantlyimpact the VIEs’ economic performance, (ii) we are contractually obligated to absorb losses of the VIEs that could potentially besignificant 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 asa result, we are deemed as the primary beneficiary of the VIEs, and the VIEs will be treated as our consolidated affiliated entities foraccounting purposes. We have consolidated the results of the VIEs in our consolidated financial statements in our annual report onForm 20-F for the year ended December 31, 2023 incorporated by reference herein in accordance with U.S. GAAP. For a more detailed discussionof 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, 2023incorporated by reference herein.

We could face heightenedrisks and substantial costs in enforcing these contractual arrangements, because, although the aforementioned contractual arrangementshave 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 rulesrelating to the contractual arrangements and the VIE structure. If the PRC government finds these contractual arrangements or the VIEstructure 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 interestsin the VIEs or forfeit our rights under the contractual arrangements. Lixiang and investors in the ADSs face uncertainty about potentialfuture actions by the PRC government, which could affect the enforceability of our contractual arrangements, consequently, significantlyaffect the financial condition and results of operations. If we are unable to claim our right to control the assets of the VIEs, the ADSsmay decline in value or become worthless. The PRC government could even disallow the VIE structure completely, which would likely resultin 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 reporton Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

For the year ended December31, 2023, we and the VIEs have established an education services network consisting of two high schools (Qingtian International Schooland 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 interestsin Qingtian International School from August 24, 2021 to December 31, 2023. Lishui Mengxiang also holds 100% of the sponsorship interestsof Lishui International School starting from June 25, 2023. Beijing P.X., a wholly-owned subsidiary of Lishui Mengxiang, holds 100% ofthe sponsorship interests of Langfang School from January 1, 2022, and has two wholly-owned subsidiaries, namely Hainan Jiangcai and HebeiChuangxiang. Beijing P.X. also held 100% of the equity interests in Chuangmei Weiye until November 9, 2023, when such equity interestswas sold to Beijing S.K. Beijing Xinxiang was formed by Lishui Mengxiang with Beijing R.R.Z. in January 2022 and was deregistered in June2024. On January 6, 2023, Beijing P.X established Hebei Chuangxiang, a human resources services provider for internship and employmentrecommendations, 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 individualsare prohibited from controlling a private school that provides compulsory education by means of, among others, merger, acquisition, andcontractual arrangements, and a private school providing compulsory education is prohibited from conducting transactions with its relatedparty. In particular, the prohibition over related party transactions has significantly affected the enforceability of the exclusive managementservices and business cooperation agreements among Liandu WFOE and Lianwai School providing compulsory education. Therefore, we re-assessedour control over Lianwai School. Based on the relevant accounting standard in accordance with U.S. GAAP, we have concluded that we havelost control of Lianwai School since August 31, 2021, in view of the significant uncertainties and restrictions the 2021 ImplementationRules 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 agreementswith Lianwai School and respective directors, to confirm all the terms of rights and obligations relating to Lianwai School and the directorsappointed by the sponsor under the contractual arrangements among them, and agree among the parties that such arrangements shall havebeen terminated on August 31, 2021. To minimize disruptions to existing students enrolled in Lianwai School, we and the VIEs continuedto offer essential services to the students. We deconsolidated Lianwai School commencing from September 1, 2021 and presented itas a discontinued operation in current and comparative period financial statements.

We and the VIEs have exploredand 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 businessof online education. In January 2022, Lishui Mengxiang formed Beijing Xinxiang with Beijing R.R.Z. to provide vocational educationin the health care industry. To expand our and the VIE’s business into vocational education, Lishui Mengxiang entered into definitiveagreements 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 equityinterests of Chuangmei Weiye and Hainan Jiangcai, and 100% of the sponsorship interests of Langfang School. The acquisition was completedin May 2022. As of the date of this prospectus on Form F-1, the administrative procedures with the PRC governmental authorities to amendthe registration reflecting the result of the acquisition of Langfang School have not been completed due to the internal procedures ofthe competent authorities and we are still in the process of active communication with such local authorities. On November 5, 2023, LishuiMengxiang elected to exercise the right to sell 100% of the equity interests of Chuangmei Weiye back to Beijing S.K. and its affiliatespursuant to that certain supplementary agreement by and among Lishui Mengxiang, Beijing S.K., certain affiliates of Beijing S.K. and BeijingP.X. dated August 20, 2023, primarily due to the substantial amount of Chuangmei Weiye’s historical debts. The equity interestsof Chuangmei Weiye were transferred back to Beijing S.K.’s affiliates at a price of RMB6.36 million and the transfer was completedon 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 LishuiMengxiang. On January 6, 2023, Beijing P.X established Hebei Chuangxiang, a human resources services provider for internship and employmentrecommendations, as its wholly-owned subsidiary to expand our comprehensive human resources services business.

On June 30, 2020, theStanding Committee of the National People’s Congress of the PRC (the “Standing Committee of the NPC”), promulgated theLaw of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region, or the Lawof PRC on Safeguarding National Security in Hong Kong, the interpretation of which involves a degree of uncertainty. The PRC governmenthas also announced recently that it would step up supervision of overseas listed PRC businesses, and check sources of funding for securitiesinvestment and control leverage ratios. The PRC government has also opened a probe into several U.S.-listed technology companies focusingon 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 HongKong) are expected to apply to China domestic businesses, rather than businesses in Hong Kong which operate under a different set of lawsfrom China. However, there can be no assurance that the government of Hong Kong will not enact similar laws and regulations applicableto companies operating in Hong Kong. For example, the PRC government may pressure the government of Hong Kong to enact similar laws andregulations to those in the PRC, which may seek to exert control over offerings conducted overseas by Hong Kong companies. If any or allof the foregoing were to occur, and if our Hong Kong subsidiary elects to carry out substantive business activities in the future, itcould lead to a material adverse change in our operations and limit or hinder our ability to offer securities to overseas investors orremain listed in the United States, which could cause the value of our ADSs to significantly decline or become worthless. For detailedinformation, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Implementationof the Law of the PRC on Safeguarding National Security in Hong Kong involves uncertainty, and the recent policy pronouncements by thePRC government regarding business activities of U.S.-listed PRC businesses may negatively impact Lixiang’s existing and future operationsin 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 illustratesthe corporate structure of us, our operating subsidiaries and the VIEs, as of the date of the prospectus:

Notes:

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

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

Thereare substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relatingto the contractual arrangements and the VIE structure. If the PRC government finds these contractual arrangements or the VIE structurenon-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 interestsin the VIEs or forfeit our rights under the contractual arrangements. Lixiang and investors in the ADSs face uncertainty about potentialfuture actions by the PRC government, which could affect the enforceability of our contractual arrangements, consequently, significantlyaffect the financial condition and results of operations. If we are unable to claim our right to control the assets of the VIEs, the ADSsmay decline in value or become worthless. The PRC government could even disallow the VIE structure completely, which would likely resultin 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 andthe VIEs’ business and operate schools in China, we and the VIEs are required to obtain and maintain various approvals, licensesand permits and fulfill registration and filing requirements. For example, to establish and operate a high school in the PRC, we are requiredto obtain a private school operation permit from the local education bureau and register with competent administration authorities toobtain a business license or registration certificate. Such local regulatory authorities may also conduct annual inspection of the schools.

After consulting with ourPRC legal counsel, Beijing DeHeng Law offices, we are of the view that, as of the date of the prospectus, except for the circumstancesmentioned below, Lixiang, our PRC subsidiaries and the VIEs have received from PRC authorities requisite licenses, permissions orapprovals 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-enterpriseEntities, Labor Dispatch Operation License, Human Resources Service License and Food Operation License. The following table provides detailson the aforementioned licenses and permissions held by our PRC subsidiaries and VIEs.

We cannot assure you thatLixiang, our PRC subsidiaries and the VIEs are always able to successfully update or renew the licenses or permits required for the relevantbusiness in a timely manner or that these licenses or permits are sufficient to conduct all of our and the VIEs’ present or futurebusiness. As advised by our PRC legal counsel, Beijing DeHeng Law Offices, if Lixiang, our PRC subsidiaries or the VIEs (i) do notreceive 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 obtainsuch permissions or approvals in the future, we could be subject to fines or legal sanctions, which may materially and adversely affectthe 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 renewingthe Permit for Establishment of Privately-run Schools, have not been completed due to the internal procedures of the competent authoritiesand we and the VIEs are still in the process of active communication with such local authorities and we and the VIEs are still in theprocess of active communication with such local authorities. The adjustment of the cooperation arrangement between Beijing P.X. and HainanCommunication Senior Technical School (海南省交通高级技工学校) (“HainanTechnical School”) for compliance purposes has not been completed.

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

Regulatory Approval fromthe China Securities Regulatory Commission

As advised by our PRC legalcounsel, 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 offeringin 2020. Besides, as of the date of the prospectus, we have received the determination from the CSRC confirming that we have completedour 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 Enterprisesby Foreign Investors (Revised in 2009), or the M&A Rules, will be interpreted or implemented in the context of an overseas offeringand its opinions summarized above are subject to any new laws, regulations and rules or detailed implementations and interpretations inany form relating to the M&A Rules.

In addition, on February17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises, or theTrial Measures, which became effective on March 31, 2023. Subsequently, the CSRC circulated a series of supporting guidance rules, theNotes on the Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises andthe relevant CSRC Answers to Reporter Questions on the official website of CSRC, or collectively, the Guidance Rules and Notice. Thesenew regulations propose to establish a new filing-based regime to regulate overseas offerings and listings by Chinese domestic companies.

Under the Trial Measures, afiling-based regulatory system applies to “indirect overseas offerings and listings” of companies in mainland China, whichrefers to securities offerings and listings in an overseas market made under the name of an offshore entity but based on the underlyingequity, assets, earnings or other similar rights of a company in mainland China that operates its main business in mainland China. TheTrial Measures state that, any post-listing follow-on offering by an issuer in an overseas market, including issuance of shares, convertiblenotes 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 uponthe completion of the conversion of Class A Ordinary Shares issued to Selling Shareholders into ADSs. It is uncertain whether such filingcan be completed or how long it will take to complete such filing. Any delay in completing such filing procedures might affect the otherfiling 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, whichmight affect our future public market financings and capital market transactions.

Regulatory Approval from the Cyberspace Administration of China

On December 28, 2021, thirteenPRC governmental and regulatory agencies, including the Cyberspace Administration of China, or CAC, promulgated the Measures for CyberSecurity Review, which further restates and expands the applicable scope of the cybersecurity review. Pursuant to the Measures for CyberSecurity Review, network platform operators grasping the personal information of more than 1 million users must apply with the CybersecurityReview Office of CAC for a cybersecurity review in order to pursue a foreign listing, and operators of critical information infrastructurepurchasing network products and services and online platform operators engaging in data processing activities which affect or may affectnational security of the PRC are also obligated to apply for a cybersecurity review. However, the Measures for Cyber Security Review provideno 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 userson our website. We only require and obtain user information after users register with us. As advised by our PRC legal counsel, BeijingDeHeng Law Offices, as of the date of this prospectus, we do not need to apply for a cybersecurity review pursuant to the above regulationto maintain the listing status of our ADSs on the Nasdaq, given that (i) we are not in possession of personal information of over onemillion 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 informationinfrastructure operator or an online platform operator engaging in relevant data processing activities which affect or may affect nationalsecurity of the PRC.

Considering that the Measuresfor Cyber Security Review empower the cybersecurity review office to initiate cybersecurity review when they believe any particular dataprocessing activities “affect or may affect national security”, it is uncertain whether the competent government authoritieswill 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 ADSson 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 clearancecan 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 reviewcould 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, andadversely harm our business and results of operations.

The Holding Foreign Companies Accountable Act

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

Our financial statementsin our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein have been audited by Audit AllianceLLP, an independent registered public accounting firm headquartered in Singapore and is among the public accounting firms that are registeredwith the Public Company Accounting Oversight Board of the United States, or the PCAOB. Such PCAOB-registered accounting firm is subjectto laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professionalstandards. On December 16, 2021, the PCAOB issued its determination that the PCAOB is unable to inspect or investigate completelyPCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authoritiesin those jurisdictions, and the PCAOB included in the report of its determination a list of the accounting firms that are headquarteredin the PRC or Hong Kong. This list does not include our auditor, Audit Alliance LLP. As of the date of the prospectus, our listing isnot affected by the Holding Foreign Companies Accountable Act, or the HFCAA, and related regulations. However, the recent developmentswould add uncertainties to our listing and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and morestringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacyof 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 takenby 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 registeredpublic accounting firm is determined by the PCAOB that it is unable to inspect or investigate completely because of a position taken by oneor more authorities in China, the SEC may prohibit our shares or ADSs from being traded on a national securities exchange or in the overthe counter trading market in the United States, and this ultimately could result in our ADSs being delisted.

On August 26, 2022, the PCAOBsigned a statement of protocol agreement with the CSRC and the PRC Ministry of Finance, or the “Cooperative Agreement.” Accordingto the fact sheets published by the PCAOB, the PCAOB has the sole discretion in selecting the subject of its inspections and investigationswithout input from the Chinese authorities, and that procedures are in place to allow PCAOB inspectors and investigators to review completeaudit working papers of accounting firms located in mainland China and Hong Kong.

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

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Financial Information Related to the VIEs

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

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The following table presentsthe 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 andfor the six months ended June 30, 2024.

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Cash and Asset Flows through Our Organization

The Company may (i) transferfunds 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 WFOEmay also establish and/or acquire new foreign-invested enterprises in China in order to facilitate our business expansion and make additionalinvestments by the way of paying in their registered capital and providing loans to them. However, we cannot assure you that our intendedinvestments in these entities will always succeed as we planned, or at all. According to the dividend policy, our board of directors hasdiscretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders mayby 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 profitsor share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unableto pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amountwill depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictionsand other factors that the board of directors may deem relevant. For detailed information, see “Item 8. Financial Information—DividendPolicy” in our annual report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein.

To the extent cash is generatedin our PRC Subsidiaries, and may need to be used to fund operations outside of mainland China, such funds may not be available due tolimitations placed by the PRC government. Furthermore, to the extent assets (other than cash) in our business are located in the PRC orheld 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 orthe imposition of restrictions and limitations on the ability of us and our subsidiaries to transfer assets by the PRC government. Fordetailed 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 foreigncurrencies and may materially and adversely affect the value of your investment” in our annual report on Form 20-F for the yearended December 31, 2023 incorporated by reference herein.

The cash management policiesare a part of the Company’s internal control procedures. The cash management policies enable the Company to formalize the procedureson the handling, depositing, receiving, safeguarding and recording of cash transfers. The cash management policies provide reasonableassurance for the consolidated financial statements, rather than imposing any restrictions or limitations on the cash transferred amongthe Company, its subsidiaries, the consolidated VIEs and its shareholders, as the case may be. Each cash transfer requires approval ofthe financial manager. Cash transfer in excess of RMB0.5 million (US$0.08 million) but less than RMB1 million (US$0.16 million) shallbe reviewed and approved by the Chief Financial Officer of the Company. Cash transfer in excess of RMB1 million (US$0.16 million) shallbe reviewed and approved by both Chief Financial Officer and Chief Executive Officer of the Company. For the condensed consolidating scheduleand 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 utilizepart 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 establishin the future is subject to the amount of their initially subscribed registered capital. Currently, the initially subscribed registeredcapital of Liandu WFOE is US$1 million which will be fully paid before the deadline prescribed in its articles of association. Ifthe initially subscribed registered capital is not sufficient to allow our intended capital injection, under the current PRC laws andregulation, Liandu WFOE may increase the registered capital and complete the relevant procedures which include (i) altering our registrationwith local branch of the State Administration for Industry and Commerce of the PRC, or the SAIC, and (ii) filing the alteration reportto local counterparts of the Ministry of Commerce of the PRC, or the MOFCOM. In addition, capital contribution to the schools must beapproved by the Ministry of Civil Affairs of the PRC or the MCA or their respective local counterparts.

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

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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 andtheir consolidated subsidiaries, Liandu WFOE which is the primary beneficiary of the VIEs, and other subsidiaries are summarized as thefollowing:

From June 30, 2024 to thedate of this prospectus, cash is transferred among the Company, Liandu WFOE, the VIEs and their consolidated subsidiaries, in the followingmanners: (i) Liandu WFOE provided a total of RMB250,000 in cash to VIEs and their consolidated subsidiaries; (ii) Other subsidiaries provideda total of RMB155,000 in cash to VIEs and their consolidated subsidiaries; (iii) VIEs and their consolidated subsidiaries provided a totalof RMB455,000 in cash to other subsidiaries. The aforementioned cash transfers were generally for working capital purpose among the LianduWFOE, 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 theirconsolidated subsidiaries have never made any dividends or distributions to Lixiang. Similarly, the Company has not declared or made anydividend or other distribution to its shareholders, including U.S. investors to date. Furthermore, the Company, Liandu WFOE, the VIEsand their consolidated subsidiaries have not any plan to pay any dividends in cash in the foreseeable future. The service fees and expensesowed under the VIEs agreements would be settled by VIEs to Liandu WFOE through negotiation.

The Company, Liandu WFOE,the VIEs and their consolidated subsidiaries maintained cash management policies that dictate the purpose, amount, appropriate internalcontrol 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 eachcash transfer. Specifically, all transactions require the approval of the financial manager. As for the large quantity transactions, theChief Financial Officer and Chief Executive Officer are required to conduct regular review and approve.

In considering any distributionof the earnings of the subsidiaries to their respective holding companies, we must consider their respective financial conditions beforemaking 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 aforementionedrestrictions on our PRC Subsidiaries, there are no significant restrictions on foreign exchange or our ability to transfer cash betweenentities within our group, across borders, or to U.S. investors.]

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Restrictions and Limitations on Transfer ofCash and dividend distribution

The PRC government imposescontrols on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Themajority of our and the VIEs’ income is received in Renminbi and shortages in foreign currencies may restrict our ability to paydividends or other payments, or otherwise satisfy our foreign currency denominated obligations, if any. Under existing PRC foreign exchangeregulations, 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 appropriategovernment authorities is required if Renminbi is converted into foreign currency and remitted out of China to pay capital expenses suchas the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on accessto foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreigncurrencies 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 overseasshareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax.

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

As a result of these andother restrictions under the PRC laws and regulations, the PRC subsidiaries and the VIEs are restricted to transfer a portion of theirnet assets to the Company either in the form of dividends, loans or advances. Even though the Company currently does not require any suchdividends, loans or advances from the PRC subsidiaries and the VIEs for working capital and other funding purposes, the Company may inthe future require additional cash resources from its PRC subsidiaries and the VIEs due to changes in business conditions, to fund futureacquisitions and developments, or merely declare and pay dividends to or distributions to the Company’s shareholders. There arecurrently no restrictions on foreign exchange and our ability to transfer cash among our Company and our principal subsidiaries and theconsolidated 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 privateeducation institutions. If, in the future, the relevant PRC government authorities tighten control on fee collection and related partytransactions or promulgate stricter laws and regulations governing private education, the VIEs’ ability to negotiate service pricesand make payment of service fees to the Liandu WFOE may be affected.

Risk Factors Summary

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

Risks Relating to Our Business and Industry

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Risks Relating to Our Corporate Structure

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Risks Relating to Doing Business in China

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Risks relating to our ADSs

Corporate Information

Our principal executive officesare located at No. 818 Hua Yuan Street, Liandu District, Lishui City, Zhejiang Province, the PRC. Our telephone number at this addressis +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., locatedat 122 East 42nd Street, 18th Floor, New York, NY 10168, United States.

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

Implications of Being an Emerging Growth Company

As a company with less thanUS$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JumpstartOur Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reducedreporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions includeexemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessmentof the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth companydoes not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise requiredto comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits ofthis extended transition period for complying with new or revised accounting standards. As a result, our operating results and financialstatements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revisedaccounting standards.

We will remain an emerginggrowth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues ofat least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of ourinitial public offering in 2020; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billionin non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act,which would occur if the market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business dayof our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptionsprovided in the JOBS Act discussed above.

Implications of Being a Foreign Private Issuer

We are a foreign privateissuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions of the securitiesrules and regulations in the United States that are applicable to U.S. domestic issuers. Moreover, the information we are requiredto file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domesticissuers. In addition, as an exempted company with limited liability incorporated in the Cayman Islands, we are permitted to adopt certainhome country practices in relation to corporate governance matters that differ significantly from the Nasdaq Global Market corporate governancelisting standards.

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THE OFFERING

The number of ordinary shares that that will be issued and outstandingimmediately after this offering:

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