Lixiang Education Holding(LXEH) - 2024 Q4 - Annual Report

PART I ITEM 3. KEY INFORMATION This section details the company's VIE structure, recent corporate actions, regulatory compliance, key risks, and selected financial data Corporate Structure and Contractual Arrangements - Lixiang Education is a Cayman Islands holding company that does not directly operate in China; its business is conducted through a Variable Interest Entity (VIE) structure to navigate PRC laws restricting foreign investment in the education sector[31][32] - The company deconsolidated Qingtian International School from its financial statements as of December 31, 2023, following an agreement to transfer its sponsorship interests[33][45] - The company established new VIE contractual arrangements to control Langfang School, effective January 1, 2022, and Lishui International School, effective June 25, 2023[46][56] - Due to the 2021 Implementation Rules in China, the company lost control over Lianwai School (which provides compulsory education) and deconsolidated it effective September 1, 2021, presenting it as a discontinued operation[68] Recent Corporate Actions - In October 2023, the company closed a private placement, issuing 50,000,000 ordinary shares for aggregate consideration of US$6,000,000[78] - In early 2025, the company closed another private placement, issuing 1,800,000,000 Class A ordinary shares for aggregate consideration of US$34,200,000[83] - To maintain Nasdaq listing compliance, the company executed two reverse stock splits: a 1-for-2 split effective January 3, 2024, and a 1-for-10 split effective September 30, 2024[79][81] - On November 18, 2024, the company established a dual-class share structure, creating Class A ordinary shares (1 vote per share) and Class B ordinary shares (200 votes per share)[82] Regulatory Permissions and Approvals - The company states that it has obtained the requisite licenses and permissions for its current business in China, including Business Licenses and Permits for Establishment of Privately-run Schools[85] - The company was not required to file with the CSRC for its 2020 IPO but has completed the filing for its 2023 Private Placement and submitted documents for the 2024 Private Placement[90] - Management believes a cybersecurity review by the Cyberspace Administration of China (CAC) is not currently required, as the company does not possess personal information of over one million users[97][98] - The company's listing is not currently affected by the HFCAA as its auditors are subject to PCAOB inspection[100] Risk Factors Summary - Business & Industry Risks: Significant uncertainties in PRC private education laws, particularly the 2021 Implementation Rules, have materially affected and may continue to affect business operations[104] - Corporate Structure Risks: The VIE contractual arrangements may not be as effective as direct equity ownership and could be challenged by the PRC government, potentially leading to loss of control[106] - China-Related Risks: The PRC legal system's uncertainties, potential government intervention, and restrictions on currency exchange could adversely affect business and financial condition[108] - ADS Risks: The dual-class share structure limits the influence of ADS holders, and the trading price may be volatile[111] Selected Financial Data Summary Consolidated Statements of Operations | | 2022 (RMB) | 2023 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | :--- | | Total net revenues | 41,353,741 | 50,815,416 | 32,800,660 | | Gross profit/(loss) | 948,779 | 3,965,102 | (3,050,445) | | Operating loss | (45,619,397) | (109,314,813) | (25,961,390) | | Loss from continuing operations | (9,919,769) | (103,595,205) | (24,702,033) | | Net loss | (8,091,230) | (126,989,866) | (24,702,033) | | Loss per ordinary share (Basic & Diluted) | (0.15) | (1.32) | (0.21) | Summary Consolidated Balance Sheet Data | | As of Dec 31, 2023 (RMB) | As of Dec 31, 2024 (RMB) | | :--- | :--- | :--- | | Cash and cash equivalents | 227,040,251 | 220,724,238 | | TOTAL ASSETS | 433,971,070 | 470,617,330 | | TOTAL LIABILITIES | 276,872,159 | 325,120,200 | | TOTAL SHAREHOLDERS' EQUITY | 157,098,911 | 145,497,130 | ITEM 4. INFORMATION ON THE COMPANY This section outlines the company's history, strategic shift to high school and vocational education, business operations, VIE structure, and physical assets A. History and Development of the Company - The company lost control of Lianwai School (providing compulsory education) on August 31, 2021, due to the 2021 Implementation Rules in China, and it is now treated as a discontinued operation[399] - The company has strategically shifted its focus to high school and vocational education, acquiring and establishing several new schools since 2021[400][402][406] - The company expanded its human resources services by establishing Hebei Chuangxiang in January 2023, while divesting from Chuangmei Weiye in November 2023[406] B. Business Overview - The company's primary business consists of high school education at Lishui International School and vocational education through Langfang School and Hainan Jiangcai[408] - The high school programs are specifically designed for overseas Chinese returnees, preparing them for the PRC Joint Recruitment Examination[410][422] - The company also operates Hebei Chuangxiang, a human resources service provider that connects vocational students with internship and employment opportunities[442] Student Enrollment as of September 1, 2024 | School | Number of Students | | :--- | :--- | | Lishui International School | 129 | | Langfang School | 1,054 | | Hainan Jiangcai (cooperator) | 685 | C. Organizational Structure - The company reiterates that its operations in China are conducted through a VIE structure due to PRC regulations, and investors hold shares in the Cayman Islands holding company, not the PRC operating entities[596][599] - The contractual arrangements with Qingtian International School were terminated effective December 31, 2023[601][617] - The company entered into new sets of contractual arrangements to control Langfang School (effective Jan 2022) and Lishui International School (effective June 2023), enabling consolidation of their financial results[603][604] D. Property, Plants and Equipment - As of December 31, 2024, the company and its VIEs owned land use rights for eight parcels of land (approx. 104,739 sq.m.) and 25 buildings (approx. 86,518 sq.m.) in the PRC[640] - Langfang School entered into a new six-year cooperation agreement on July 31, 2024, to use the campus of Hebei Petroleum College for an annual fee of RMB 11 million[643] ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section analyzes financial performance, key operational drivers, liquidity, capital resources, critical accounting policies, and contractual obligations A. Operating Results - The company's business is primarily driven by demand for private education, student enrollment levels, tuition fees, and the ability to control operating costs[657][658][661][664] - The company's financial performance is seasonal, with lower net loss typically recorded in the first and third fiscal quarters due to winter and summer holidays[665] Financial Performance Comparison (2024 vs. 2023) | Metric | 2023 (RMB) | 2024 (RMB) | Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Net Revenues | 50.8 million | 32.8 million | -35.5% | Decrease in tuition/accommodation revenue due to disposal of Qingtian International School. | | Gross Profit/(Loss) | 4.0 million | (3.1 million) | - | Turned to a loss primarily due to RMB 8.3 million in property tax payments in 2024. | | Operating Loss | (109.3 million) | (26.0 million) | -76.3% | Decrease due to non-recurrence of large goodwill impairment and expected credit losses from 2023. | | Net Loss | (127.0 million) | (24.7 million) | -80.5% | Significant reduction due to lower operating loss and a large loss from discontinued operations in 2023. | B. Liquidity and Capital Resources - As of December 31, 2024, the company had cash and cash equivalents of RMB 220.7 million (US$30.2 million) and short-term bank borrowings of RMB 84.0 million (US$11.5 million)[750] - Net cash used in operating activities in 2024 was RMB 18.3 million, primarily attributable to a net loss of RMB 24.7 million, adjusted for non-cash items like depreciation[756] Consolidated Cash Flows (in RMB thousands) | Cash Flow Activity | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Operating Activities | 40,968 | (59,199) | (18,322) | | Investing Activities | (456) | (7,576) | (554) | | Financing Activities | (11,219) | 44,084 | 8,750 | F. Tabular Disclosure of Contractual Obligations Contractual Obligations as of December 31, 2024 (in RMB) | Obligation | Total | | :--- | :--- | | Amounts due to Affected Entity | 173,046,163 | | Borrowings | 84,000,000 | | Lease obligations | 52,401,078 | | Total | 309,447,241 | ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES This section details the company's leadership, board composition, executive compensation, incentive plans, and employee count - The company is led by its founder, Ms. Fen Ye (Chairlady), and her husband, Mr. Biao Wei (CEO); their son, Mr. Zhaoxiang Wei, also serves as a director[780][781][782] - For the fiscal year ended December 31, 2024, the aggregate cash compensation paid to executive officers and directors was approximately US$0.17 million[789] - The company has a 2020 Equity Incentive Plan but did not grant any options or restricted share units during the fiscal year ended December 31, 2024[790][800] - The total number of full-time employees was 192 as of December 31, 2024, a slight decrease from 197 at the end of 2023[814] ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS This section outlines the ownership structure, highlighting the controlling shareholder, and details significant related party transactions - As of March 31, 2025, Chairlady Ms. Fen Ye beneficially owns all Class B ordinary shares, granting her 82.8% of the company's total voting power due to the dual-class structure[820][821] - On January 15, 2024, Lishui Mengxiang entered into a definitive agreement to transfer 100% of the sponsorship interests of Qingtian International School to an entity affiliated with CEO Mr. Biao Wei for a consideration of RMB 23,161,000[834] - The company has ongoing lease agreements with Lianwai Kindergarten, an entity controlled by Ms. Fen Ye, which generated rental income of RMB 0.8 million in 2022, 2023, and 2024 respectively[835] ITEM 8. FINANCIAL INFORMATION This section discloses significant legal proceedings, including a resolved dispute and an uncollected arbitration award, and the company's dividend policy - Langfang School resolved a contractual dispute with Hebei Petroleum College by entering a new six-year cooperation agreement to use its campus facilities for an annual fee of RMB 11 million[840] - Lishui Mengxiang won a final arbitration award against Beijing S.K. for a contracted amount of RMB 72.41 million and liquidated damages of RMB 20 million; this amount has not been received[841] - The company has no present plan to pay cash dividends and intends to retain future earnings to operate and expand its business[843] ITEM 10. ADDITIONAL INFORMATION This section describes the company's dual-class share structure, corporate governance framework, and key differences between Cayman Islands and U.S. law - The company adopted a third amended and restated memorandum and articles of association on November 18, 2024, establishing a dual-class share structure[853] - Under the dual-class structure, Class A ordinary shares are entitled to one vote per share, while Class B ordinary shares are entitled to 200 votes per share[858][863] - The articles of association contain anti-takeover provisions, such as authorizing the board of directors to issue preferred shares without further shareholder action[883] ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section addresses the company's exposure to market risks, primarily foreign exchange risk, and its lack of hedging activities - The company's primary market risk is foreign exchange risk, as its revenues and expenses are denominated in RMB while its ADSs are traded in U.S. dollars[960] - To date, the company has not entered into any hedging transactions to mitigate its exposure to foreign currency exchange risk[961] - Credit risk is considered low, with cash and cash equivalents held at reputable financial institutions with high credit ratings[962] ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES This section details the fees payable by American Depositary Share (ADS) holders to the depositary for various services - The depositary has agreed to share certain fees with the company, but no payments were received for the year ended December 31, 2024[970] Selected Fees Payable by ADS Holders | Service | Fee | | :--- | :--- | | Issuance of ADSs | Up to U.S.$5.00 per 100 ADSs | | Cancellation of ADSs | Up to U.S.$5.00 per 100 ADSs | | Distribution of cash dividends | Up to U.S.$5.00 per 100 ADSs held | | ADS Services Fee | Up to U.S.$5.00 per 100 ADSs held | PART II ITEM 15. CONTROLS AND PROCEDURES This section reports on the effectiveness of the company's disclosure controls, internal financial reporting controls, and its emerging growth company status - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2024[980] - Management concluded that internal control over financial reporting was effective as of December 31, 2024, and that the material weakness identified in 2020 has been remediated[983] - As an emerging growth company, this annual report does not include an auditor attestation report regarding internal control over financial reporting[984] ITEM 16. CORPORATE GOVERNANCE AND OTHER MATTERS This section covers audit committee details, changes in accountants, reliance on home country governance exemptions, and cybersecurity risk management - On April 24, 2024, the company dismissed WWC, P.C. and engaged Audit Alliance LLP as its new independent registered public accounting firm[996][999] - The company relies on home country (Cayman Islands) practices for exemptions from certain Nasdaq corporate governance rules, including not having a majority-independent board[1001][1002][1003][1004] - The board of directors has oversight responsibility for cybersecurity risk; the company has not experienced any material cybersecurity incidents to date[1013][1012] Principal Accountant Fees (in RMB) | | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Audit fees | 1,862,244 | 3,088,457 | 2,189,790 | PART III ITEM 18. FINANCIAL STATEMENTS This section presents the company's audited consolidated financial statements and accompanying notes for the past three fiscal years - The financial statements for the years ended December 31, 2023 and 2024 were audited by Audit Alliance LLP[1040] - The financial statements for the year ended December 31, 2022 were audited by WWC, P.C.[1047] - The notes to the financial statements detail the company's organization, principal accounting policies (including VIE consolidation and revenue recognition), and provide breakdowns of financial statement line items[1064][1099] ITEM 19. EXHIBITS This section provides an index of all exhibits filed with the report, including key corporate documents and VIE contractual agreements - The exhibit index lists all material contracts and corporate documents, including the Third Amended and Restated Memorandum and Articles of Association[1019] - Includes the full English translations of the various contractual agreements that constitute the VIE structure for its schools[1020][1021][1022] - Certifications by the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act are filed as exhibits[1031]