Statement of Ownership (sc 13g)
05 Febbraio 2021 - 1:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Lixiang
Education Holding Co., Ltd.
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
53934A115**
(CUSIP
Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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**
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CUSIP number 53934A115 has been assigned to the American depositary shares (“ADSs”) of the Issuer,
which are quoted on The Nasdaq Global Market under the symbol “LXEH”. Each ADS represents 5 ordinary shares of the Issuer.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
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1
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Name of Reporting Persons
I.R.S.
Identification Nos. of Above Persons (Entities Only)
Fen
Ye
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
People’s Republic of
China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
45,000,000 (See Item 4)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
45,000,000 (See Item 4)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
45,000,000 (See Item 4)
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10
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class
Represented by Amount in Row (9)
67.5% (See Item 4)
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12
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Type of Reporting Person
(See Instructions)
IN
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2
SCHEDULE 13G
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1
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Name of Reporting Persons
I.R.S.
Identification Nos. of Above Persons (Entities Only)
Mengxiang Holdings
Limited
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
British Virgin
Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
45,000,000 (See Item 4)
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
45,000,000 (See Item 4)
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
45,000,000 (See Item 4)
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10
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11
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Percent of Class
Represented by Amount in Row (9)
67.5% (See Item 4)
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12
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Type of Reporting Person
(See Instructions)
CO
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3
SCHEDULE 13G
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Item 1.
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(a)
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Name of Issuer:
Lixiang Education Holding Co., Ltd. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
No. 818 Hua Yuan Street, Liandu District, Lishui City, Zhejiang Province, 323000, People’s Republic of
China.
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Item 2.
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(a)
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Name of Person Filing:
(1) Fen Ye (“Ms. Ye”)
(2) Mengxiang Holdings
Limited (“Mengxiang Holdings”)
Ms. Ye and Mengxiang Holdings (collectively, the “Filing Persons”) have entered into a Joint Filing Agreement,
a copy of which is filed with this Schedule 13G as Exhibit 99.1. Pursuant to the Joint Filing Agreement, the Filing Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of
Rule 13d-1(k) under the Act.
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(b)
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Address of Principal Business Office, or if none, Residence:
(1) Ms. Ye: c/o No. 818 Hua Yuan Street, Liandu District, Lishui City, Zhejiang
Province, 323000, People’s Republic of China.
(2) Mengxiang Holdings: Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town,
Tortola, British Virgin Islands.
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(c)
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Citizenship:
(1) Ms. Ye: People’s Republic of China
(2) Mengxiang Holdings:
British Virgin Islands
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(d)
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Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share, of the Issuer
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(e)
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CUSIP Number:
53934A115
CUSIP number 53934A115 has been assigned to the American depositary shares (“ADSs”) of the Issuer. Each ADS
represents five ordinary shares of the Issuer.
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Item 3.
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If this statement is filed pursuant to Sections §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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Not Applicable.
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4
SCHEDULE 13G
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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Reporting
Person(1)
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Amount beneficially
owned(1)
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Percent
of
class(2)
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Sole power
to vote or
direct the
vote(1)
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Shared
power to
vote or
to direct
the vote
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Sole power to
dispose or to
direct the
disposition
of(1)
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Shared power
to dispose or
to direct the
disposition of
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Ms. Ye
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45,000,000
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67.5
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%
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45,000,000
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0
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45,000,000
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0
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Mengxiang Holdings
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45,000,000
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67.5
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%
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45,000,000
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0
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45,000,000
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0
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Notes:
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(1)
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Represents 45,000,000 ordinary shares held by Mengxiang Holdings. Mengxiang Holdings is a company wholly-owned
and controlled by Ms. Ye.
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(2)
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This percentage is based on 66,667,000 ordinary shares outstanding as of December 31, 2020.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
Not Applicable.
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 5, 2021
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Fen Ye
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/s/ Fen Ye
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Mengxiang Holdings Limited
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By:
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/s/ Fen Ye
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Name: Fen Ye
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Title: Director
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6
EXHIBITS INDEX
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EXHIBIT NO.
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EXHIBITS
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99.1
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Joint Filing Agreement
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7
Grafico Azioni Lixiang Education (NASDAQ:LXEH)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Lixiang Education (NASDAQ:LXEH)
Storico
Da Gen 2024 a Gen 2025
