{"url_path":"/sec/lxeh/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 DESCRIPTION OF SECURITIES OTHER","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1814067/0001213900-26-055168-index.html","accession_number":"0001213900-26-055168","cik":"0001814067","ticker":"LXEH","issuer_name":"Lixiang Education Holding Co. Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1814067/0001213900-26-055168-index.html","primary_entity_key":"0001814067","primary_entity_name":"Lixiang Education Holding Co. Ltd."},"word_count":1061,"has_tables":true,"body_markdown":"**ITEM 12. DESCRIPTION OF SECURITIES OTHER\nTHAN EQUITY SECURITIES**\n\n** **\n\n**A. Debt Securities**\n\n \n\nNot applicable.\n\n \n\n**B. Warrants and Rights**\n\n \n\nNot applicable.\n\n \n\n**C. Other Securities**\n\n \n\nNot applicable.\n\n \n\n169\n\n \n\n \n\n**D. American Depositary Shares**\n\n \n\nFees and Charges Our ADS\nHolders May Have to Pay\n\n \n\nAs an ADS holder, you will\nbe required to pay the following under the terms of the deposit agreement:\n\n \n\n**Service**\n \n**Fees**\n\n(1)\nIssuance of ADSs (e.g., an issuance\nof ADS upon a deposit of Class A ordinary shares, upon a change in the ADS(s)-to Class A ordinary shares ratio, or for any other\nreason), excluding ADS issuances as a result of distributions of Class A ordinary shares)\n \nUp to U.S.$5.00\nper 100 ADSs issued\n\n(2)\nCancelation of ADSs (e.g., a cancelation of ADSs for\ndelivery of deposited property, upon a change in the ADS(s)-to-Class A ordinary shares ratio, or for any other reason)\n \nUp to U.S.$5.00 per 100\nADSs canceled\n\n(3)\nDistribution of cash dividends or other cash distributions\n(e.g., upon a sale of rights and other entitlements)\n \nUp to U.S.$5.00 per 100\nADSs held\n\n(4)\nDistribution of ADSs pursuant to (i) stock dividends\nor other free stock distributions, or (ii) exercise of rights to purchase additional ADSs\n \nUp to U.S.$5.00 per 100\nADSs held\n\n(5)\nDistribution of securities other than ADSs or rights\nto purchase additional ADSs (e.g., upon a spin-off)\n \nUp to U.S.$5.00 per 100\nADSs held\n\n(6)\nADS Services\n \nUp to U.S.$5.00 per 100\nADSs held on the applicable record date(s) established by the depositary\n\n(7)\nRegistration of ADS transfers (e.g., upon a registration\nof the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason)\n \nUp to U.S.$5.00 per 100\nADSs (or fraction thereof) transferred\n\n(8)\nConversion of ADSs of one series for ADSs of another\nseries (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each\nas defined in the Deposit Agreement) into freely transferable ADSs, and vice versa).\n \nUp to U.S.$5.00 per 100\nADSs (or fraction thereof) transferred\n\n \n\nAs an ADS holder, you will\nalso be responsible to pay certain charges such as:\n\n \n\n●taxes\n(including applicable interest and penalties) and other governmental charges;\n\n \n\n●the\nregistration fees as may from time to time be in effect for the registration of Class A ordinary\nshares on the share register and applicable to transfers of Class A ordinary shares to or\nfrom the name of the custodian, the depositary or any nominees upon the making of deposits\nand withdrawals, respectively;\n\n \n\n●certain\ncable, telex and facsimile transmission and delivery expenses;\n\n \n\n●the\nfees, expenses, spreads, taxes and other charges of the depositary and/or service providers\n(which may be a division, branch or affiliate of the depositary) in the conversion of foreign\ncurrency;\n\n \n\n●the\nreasonable and customary out-of-pocket expenses incurred by the depositary in connection\nwith compliance with exchange control regulations and other regulatory requirements applicable\nto Class A ordinary shares, ADSs and ADRs; and\n\n \n\n●the\nfees, charges, costs and expenses incurred by the depositary, the custodian, or any nominee\nin connection with the ADR program.\n\n \n\n170\n\n \n\n \n\nADS fees and charges for\n(i) the issuance of ADSs, and (ii) the cancelation of ADSs are charged to the person for whom the ADSs are issued (in the case\nof ADS issuances) and to the person for whom ADSs are canceled (in the case of ADS cancelations). In the case of ADSs issued by the depositary\ninto DTC, the ADS issuance and cancelation fees and charges may be deducted from distributions made through DTC, and may be charged to\nthe DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the ADSs being canceled, as the case may be,\non behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account of the applicable beneficial owner(s)\nin accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of\ndistributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of\ncash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions\nother than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees\nand charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the\nADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and\nmay be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in\nturn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration\nof ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the\nADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series, the ADS conversion fee will be payable\nby the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered.\n\n \n\nIn the event of refusal\nto pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment\nis received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder. Certain depositary fees\nand charges (such as the ADS services fee) may become payable shortly after the closing of the ADS offering. Note that the fees and charges\nyou may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes.\n\n \n\n**Fees and Other Payments Made by the Depositary to Us**\n\n \n\nThe depositary has agreed\nto share with us certain fees payable to the depositary by holders of ADSs. For the year ended December 31, 2025, we did not receive\nany payment from the depositary in reimbursements relating to the establishment and maintenance of the ADS program.\n\n \n\n171\n\n \n\n \n\n**PART II**"}