UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR
15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission File Number: 001-39559
Lixiang Education Holding Co., Ltd.
(Exact name of registrant as specified in its charter)
No. 818 Hua Yuan Street
Liandu District, Lishui City, Zhejiang Province,
323000
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Lixiang Education Holding Co., Ltd. |
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By: |
/s/ Biao Wei |
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Biao Wei |
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Director and Chief Executive Officer |
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| Date: September 30, 2024 |
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EXHIBIT INDEX
2
Exhibit 99.1
Lixiang Education Holding Co., Ltd.
No. 818 Hua Yuan Street
Liandu District, Lishui City, Zhejiang Province,
323000
People’s Republic of China
NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD ON November
15, 2024
Dear shareholders,
Notice is hereby given that Lixiang Education
Holding Co., Ltd., a Cayman Islands exempted company (the “Company”), will hold its annual general meeting (the “AGM”)
at No. 467, Chengbei Street, Liandu District, Lishui City, Zhejiang Province, 323000, People’s Republic of China at 10:00 a.m. (Beijing
Time) on November 15, 2024 (the “Notice”).
At the AGM, you will be asked to consider and
vote upon the following resolutions:
as ordinary resolutions:
THAT the appointment of Audit Alliance
LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023, and the dismissal
of WWC Professional Corporation Limited, or WWC, P.C., the Company’s former independent
registered public accounting firm, be ratified;
THAT the report of Audit Alliance LLP,
the Company’s independent registered public accounting firm, relating to the Company’s consolidated balance sheets as of December
31, 2023 and the related consolidated statements of operations and comprehensive (loss)/income, changes in shareholders’ equity,
and cash flows for the year ended December 31, 2023, be approved and ratified; and
THAT the authorised share capital of
the Company be increased from US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each to US$2,000,000 divided
into 20,000,000,000 ordinary shares of a par value of US$0.0001 each, by the creation of an additional 19,500,000,000 ordinary share with
a par value of US$0.0001 each to rank pari passu in all respects with the existing shares, be approved.
You can find more information about the agenda
in the proxy statement accompanying this Notice. We are not aware of any other business to come before the AGM.
The board of directors of the Company
has fixed the close of business (Cayman Islands Time) on October 4, 2024 as the record date (the “Record Date”) for determining
the shareholders entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof. Accordingly,
only shareholders registered in the register of members of the Company at the close of business on the Record Date are entitled to attend
and vote at the AGM or at any adjournment that may take place. The register of members of the Company will not be closed. Holders of the
Company’s American Depositary Shares (“ADSs”) at the close of business (New York Time) on October 4, 2024 who wish to
exercise their voting rights for the ordinary shares of the Company that are represented by their ADSs must act through Citibank, N.A.,
the depositary of the Company’s ADSs, and should give voting instructions to Citibank, N.A. accordingly. ADS holders are not permitted
to attend or vote in person at the AGM.
Your vote is important. Whether or not you plan
to attend the AGM, we hope that you will vote as soon as possible.
A shareholder entitled to attend and vote at the
AGM is entitled to appoint a proxy to attend and vote instead of such shareholder at the AGM. A proxy need not be a shareholder of the
Company. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the
authorization to represent such shareholder to the Company.
If you plan to attend the AGM, please notify us
of your intentions. This will assist us with meeting preparations.
Whether or not you propose to attend the AGM in
person, you are strongly advised to complete and return the Proxy Card in accordance with the instructions therein. To be valid, the Proxy
Card must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy
of that power or authority) to the attention of Ms. Siyi Ye, Lixiang Education Holding Co., Ltd., No. 467, Chengbei Street, Liandu
District, Lishui City, Zhejiang Province, 323000, People’s Republic of China, +86-0578-2267142, as soon as possible and in any event
not later than 48 hours before the time for holding the AGM or any adjourned meeting. Returning the Proxy Card will not preclude
you from attending the AGM and voting in person if you so wish and in such event the proxy shall be deemed to be revoked.
The Notice of the Annual General Meeting, the
Proxy Statement, the Proxy Card, and the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 are
available, through our website at www.lixiangeh.com.
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By Order of the Board of Directors, |
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/s/ Fen Ye |
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Fen Ye |
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Chairlady of the Board of Directors |
LIXIANG EDUCATION HOLDING CO., LTD.
PROXY STATEMENT
General
The board of directors of the Company (the “Board
of Directors”) is soliciting proxies for an annual general meeting (the “AGM”) to be held at No. 467, Chengbei Street,
Liandu District, Lishui City, Zhejiang Province, 323000, People’s Republic of China at 10:00 a.m. (Beijing Time) on November
15, 2024.
Purpose of the AGM
The purpose of the AGM is to seek shareholders’
approval of (i) the proposal to ratify the appointment of Audit Alliance LLP, as the Company’s independent registered public accounting
firm for the fiscal year ended December 31, 2023, and the dismissal of WWC Professional Corporation
Limited, or WWC, P.C., the Company’s former independent registered public accounting firm; (ii) the proposal to approve
and ratify the report of Audit Alliance LLP, the Company’s independent registered public accounting firm, relating to the Company’s
consolidated balance sheets as of December 31, 2023 and the related consolidated statements of operations and comprehensive (loss)/income,
changes in shareholders’ equity, and cash flows for the year ended December 31, 2023; and (iii) the proposal to increase the authorised
share capital of the Company from US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each to US$2,000,000
divided into 20,000,000,000 ordinary shares of a par value of US$0.0001 each (collectively, the “Proposals”).
Record Date
Our Board of Directors has fixed the close of
business on October 4, 2024 (Cayman Islands Time) as the record date (the “Record Date”) for determining the shareholders
entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof.
Accordingly, only shareholders registered in the
register of members of the Company at the close of business on the Record Date are entitled to attend and vote at the AGM or at any adjournment
that may take place. The register of members of the Company will not be closed.
Holders of the Company’s American Depositary
Shares (“ADSs”) at the close of business (New York Time) on October 4, 2024 (the “ADS Record Date”) are entitled
to exercise their voting rights for the shares represented by their ADSs and must act through Citibank, N.A., the depositary of the Company’s
ADSs, and should give voting instructions to Citibank, N.A. accordingly.
Quorum
The quorum required for the AGM consists of one
or more shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative,
who together hold shares which carry in aggregate not less than one-third of all issued and outstanding ordinary shares of our Company
that carry the right to vote at the AGM.
Voting Required
Each ordinary share of the Company in issue on
the Record Date is entitled to one vote per share. The Proposals to be passed by the shareholders require the affirmative vote of a simple
majority of the votes attached to the ordinary shares of the Company cast by those shareholders entitled to vote who are present in person
or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, at the AGM.
The voting results will be announced at the AGM
and published in the Company’s report on Form 6-K to be furnished to the SEC after the AGM.
Solicitation
The costs of soliciting proxies will be borne
by the Company. Proxies may be solicited by certain of the Company’s directors, officers and regular employees, without additional
compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names the ordinary shares or ADSs beneficially owned by others to forward to those beneficial
owners.
Voting by Holders of Ordinary Shares
When proxies are properly dated, executed, and
returned by holders of ordinary shares, the ordinary shares they represent will be voted at the AGM in accordance with the instructions
of the relevant shareholders. If no specific instructions are given by such holders, or in the case of broker’s non-votes, the ordinary
shares will be voted at the discretion of the holder of such proxies.
Abstentions by holders of ordinary shares are
included in the determination of the number of ordinary shares present for the purpose of quorum but are not counted as votes for or against
a proposal. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the
authorization to represent such shareholder to the Company.
Any proxy given pursuant to this solicitation
may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy
bearing a later date, or by attending the AGM and voting in person. A written notice of revocation or a duly executed proxy bearing a
later date must be delivered to the attention of the Company no later than 48 hours prior to the AGM.
Voting by Holders of ADSs
We have requested Citibank, N.A., as depositary
of the ADSs, to deliver to all ADS holders as of the ADS Record Date the ADS voting instruction card. Upon timely receiving a duly completed
ADS voting instruction card from an ADS holder, Citibank, N.A. will endeavor, in so far as practicable, to vote or cause to be voted the
ordinary shares represented by such ADSs in accordance with the instructions set forth in the ADS voting instruction card.
If Citibank, N.A. does not receive the voting
instructions from an ADS holder on or before the date set forth in the ADS voting instruction card, such ADS holders, under the terms
of the deposit agreement, dated as of September 30, 2020, as amended, by and among the Company, Citibank, N.A. and all holders and beneficial
owners from time to time of the ADSs issued thereunder, will be deemed to have instructed Citibank, N.A. to give a discretionary proxy
to a person designated by the Company to vote the amount of ordinary shares represented by such ADSs unless voting at the meeting is by
show of hands and unless the Company informs Citibank, N.A. that (x) it does not wish such proxy to be given, (y) substantial opposition
exists to the matters to be voted on at the AGM or (z) such matters would have a material adverse impact on the holders of the ordinary
shares.
PROPOSAL 1 — RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT AUDITOR
AND DISMISSAL OF FORMER INDEPENDENT AUDITOR
Our Board of Directors proposes to ratify the
appointment of Audit Alliance LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December
31, 2023, and the dismissal of WWC Professional Corporation Limited, or WWC, P.C., the
Company’s former independent registered public accounting firm.
We are asking our shareholders to ratify the appointment
of Audit Alliance LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2023, to replace WWC,
P.C., our former independent registered public accounting firm. If such appointment is not ratified, our audit committee of
the Board of Directors will consider whether it is appropriate to select another registered accounting firm. Even if the appointment is
ratified, our audit committee of the Board of Directors in its discretion may select another registered public accounting firm at any
time if it determines that such a change would be in the best interests of the Company and our shareholders.
The ratification of the appointment of Audit Alliance
LLP as our independent registered accounting firm for the fiscal year ended December 31, 2023 and the dismissal of WWC,
P.C., the Company’s former independent registered public accounting firm, require the affirmative vote of a simple majority
of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the
AGM.
The Board of Directors recommends a vote FOR
the ratification of the appointment of Audit Alliance LLP as our independent registered public accounting firm for the fiscal year ended
December 31, 2023, and the dismissal of WWC, P.C., the Company’s former independent
registered public accounting firm.
PROPOSAL 2 — RATIFICATION OF REPORT ON
CONSOLIDATED FINANCIAL STATEMENTS
We are asking our shareholders to approve and
ratify the report of Audit Alliance LLP, the Company’s independent registered public accounting firm, relating to the Company’s
consolidated balance sheets as of December 31, 2023 and the related consolidated statements of operations and comprehensive (loss)/income,
changes in shareholders’ equity, and cash flows for the year ended December 31, 2023. The approval and ratification of the report
of Audit Alliance LLP relating to the Company’s consolidated balance sheets as of December 31, 2023 and the related consolidated
statements of operations and comprehensive (loss)/income, changes in shareholders’ equity, and cash flows for the year ended December
31, 2023, require the affirmative vote of a simple majority of the votes attached to the ordinary shares cast by those shareholders entitled
to vote who are present in person or by proxy at the AGM.
The Board of Directors recommends a vote FOR
the approval and ratification of the report of Audit Alliance LLP relating to the Company’s consolidated balance sheets as of December
31, 2023 and the related consolidated statements of operations and comprehensive (loss)/income, changes in shareholders’ equity,
and cash flows for the year ended December 31, 2023.
PROPOSAL 3 — INCREASE OF AUTHORISED SHARE
CAPITAL
We are asking our shareholders to approve the
increase of the Company’s authorised share capital from US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001
each to US$2,000,000 divided into 20,000,000,000 ordinary shares of a par value of US$0.0001 each, by the creation of an additional 19,500,000,000
ordinary share with a par value of US$0.0001 each to rank pari passu in all respects with the existing shares. The approval of the increase
of authorised share capital from US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each to US$2,000,000 divided
into 20,000,000,000 ordinary shares of a par value of US$0.0001 each require the affirmative vote of a simple majority of the votes attached
to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the AGM.
The Board of Directors recommends a vote FOR
the approval of the increase of the Company’s authorised share capital from US$50,000 divided into 500,000,000 ordinary shares of
a par value of US$0.0001 each to US$2,000,000 divided into 20,000,000,000 ordinary shares of a par value of US$0.0001 each, by the creation
of an additional 19,500,000,000 ordinary share with a par value of US$0.0001 each to rank pari passu in all respects with the existing
shares.
Annual Report
The Company will provide a hard copy of its annual
report on Form 20-F for the fiscal year ended December 31, 2023, free of charge, to its shareholders upon request. Requests
should be directed to the Company’s IR Department via email at irlxeh@lsmxyj.com.
OTHER MATTERS
The Board of Directors is not aware of any business
to come before the AGM other than the Proposals described above in this Proxy Statement. However, if any other matters should properly
come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board
of Directors may recommend.
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By Order of the Board of Directors, |
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/s/ Fen Ye |
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Fen Ye |
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Chairlady of the Board of Directors |
6
Exhibit 99.2
LIXIANG EDUCATION HOLDING CO., LTD.
PROXY CARD
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF LIXIANG EDUCATION HOLDING CO., LTD. FOR AN ANNUAL GENERAL MEETING TO BE HELD ON NOVEMBER 15, 2024.
The undersigned, a holder of
ordinary shares of Lixiang Education Holding Co., Ltd., a Cayman Islands exempted company (the “Company”), hereby acknowledges
receipt of the notice of this annual general meeting of the Company (the “AGM”) (the “Notice”) and proxy statement,
and hereby appoints
(insert name) or failing him/her, Ms. Fen Ye, the chairlady of the board of directors of the Company, (the “Proxy”) with
full power to each of substitution, as our duly authorized proxy with full power to attend the AGM on behalf and in the name of the undersigned,
to represent the undersigned at the AGM to be held at No. 467, Chengbei Street, Liandu District, Lishui City, Zhejiang Province, 323000,
People’s Republic of China at 10:00 a.m. (Beijing Time) on November 15, 2024 and at any adjournment thereof, and to vote all
the aforesaid ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set
forth below (i) as specified by the undersigned below (or if no voting instructions are specified by the undersigned below, at the
discretion of the Proxy) and (ii) in the discretion of the Proxy upon such other business as may properly come before the AGM, all
as set forth in the Notice and in the proxy statement furnished therewith.
This Proxy Card must be signed by the person registered
in the register of members of the Company at the close of business (Cayman Islands Time) on October 4, 2024. In the case of a corporation,
this Proxy Card must be executed by a duly authorized officer or attorney.
The Proxy when properly executed will be voted
in the manner directed herein by the undersigned shareholder. If no direction is made, the Proxy will exercise his/her discretion as to
whether he/she votes and if so how, on the following proposals:
As an ordinary resolution, THAT the appointment
of Audit Alliance LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023,
and the dismissal of WWC Professional Corporation Limited, or WWC, P.C., the Company’s
former independent registered public accounting firm, be ratified.
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For |
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Against |
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Abstain |
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As an ordinary resolution, THAT the report
of Audit Alliance LLP, the Company’s independent registered public accounting firm, relating to the Company’s consolidated
balance sheets as of December 31, 2023 and the related consolidated statements of operations and comprehensive (loss)/income, changes
in shareholders’ equity, and cash flows for the year ended December 31, 2023, be approved and ratified.
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For |
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Against |
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Abstain |
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As an ordinary resolution, THAT the authorised
share capital of the Company be increased from US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each to
US$2,000,000 divided into 20,000,000,000 ordinary shares of a par value of US$0.0001 each, by the creation of an additional 19,500,000,000
ordinary share with a par value of US$0.0001 each to rank pari passu in all respects with the existing shares, be approved.
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For |
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Against |
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Abstain |
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| Dated: , 2024 |
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| Shareholder Name: |
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| Signature |
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NOTES:
| 1. | A proxy need not be a shareholder of the Company. A shareholder entitled
to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the
name of the person(s) of your own choice that you wish to appoint proxy in the space provided, failing which Ms. Fen Ye, the
chairlady of the board of directors of the Company, will be appointed as your proxy. |
| 2. | Whether or not you propose to attend the AGM in person, you are strongly
advised to complete and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and
deposited (together with any power of attorney or other authority under which it is signed or a certified copy of that power or authority)
to the attention of Ms. Siyi Ye, Lixiang Education Holding Co., Ltd., No. 467, Chengbei Street, Liandu District, Lishui City, Zhejiang
Province, 323000, People’s Republic of China, +86-0578-2267142, as soon as possible and in any event not later than 48 hours before
the time for holding the AGM or any adjourned meeting. |
| 3. | If two or more persons are jointly registered as holders of a share, the
vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other
joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s register of
members in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be
stated on the form in the space provided. |
| 4. | This form of proxy is for use by shareholders only. If the appointor is
a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for
that purpose. |
| 5. | If this form is returned without an indication as to how the proxy shall
vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how. |
| 6. | Returning this completed form of proxy will not preclude you from attending
the AGM and voting in person if you so wish and in such event, the proxy shall be deemed to be revoked. If you plan to attend the AGM,
please notify us of your intentions. This will assist us with meeting preparations. |
| 7. | Any alterations made to this form must be initialed by you. |
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