{"url_path":"/sec/lxeh/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED","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":2299,"has_tables":true,"body_markdown":"**ITEM 7. MAJOR SHAREHOLDERS AND RELATED\nPARTY TRANSACTIONS**\n\n** **\n\n**A. Major Shareholders**\n\n \n\nThe following table presents\ninformation regarding the beneficial ownership of our ordinary shares as of March 31, 2026 by:\n\n \n\n●each\nperson or entity that we know beneficially owns or will beneficially own more than 5% of\nour outstanding ordinary shares;\n\n \n\n●each\ndirector or executive officer who beneficially owns or will beneficially own more than 1%\nof our outstanding ordinary shares; and\n\n \n\n●all\nof our directors and executive officers as a group.\n\n \n\nBeneficial ownership is\ndetermined in accordance with the rules and regulations of the SEC. In computing the number of ordinary shares beneficially owned\nby a person and the percentage ownership of that person, we have included ordinary shares that the person has the right to acquire within\n60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These ordinary\nshares, however, are not included in the computation of the percentage ownership of any other person. Unless otherwise indicated\nbelow, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares, except to\nthe extent authority is shared by spouses under community property laws.\n\n \n\nThe percentage of beneficial\nownership of our ordinary shares is based on 1,871,667,000 Class A ordinary shares and 45,000,000 Class B ordinary shares outstanding\nimmediately as of March 31, 2026.\n\n \n\n  \nClass A\nOrdinary\nShares  \nPercentage\nof Beneficial\n\nOwnership\nof Class A\nOrdinary\nShares  \nClass B\nOrdinary\nShares  \nPercentage\nof Beneficial\n\nOwnership\nof Class B\nOrdinary\nShares  \nPercentage\nof Aggregate\n\nVoting\nPower** \n\nName of Beneficial Owner \nNumber  \n**%(2)**  \nNumber  \n**%(3)\n **  \n% \n\n**Directors and Executive\nOfficers(1)** \n   \n   \n   \n  \n\nFen Ye \n 2,500,000  \n      *  \n 45,000,000  \n 100.0% \n 82.8%\n\nBiao Wei(4) \n -  \n -  \n -  \n -  \n - \n\nZhaoxiang Wei(5) \n -  \n -  \n -  \n -  \n - \n\nZhifu Yang \n -  \n -  \n -  \n -  \n - \n\nTeck Yong Heng \n -  \n -  \n -  \n -  \n - \n\nYan Kit Lee \n -  \n -  \n -  \n -  \n - \n\nGuoliang Chen \n -  \n -  \n -  \n -  \n - \n\nAll directors and executive officers as a group: \n 2,500,000  \n  *  \n 45,000,000  \n 100.0% \n 82.8%\n\nPrincipal Shareholders \n    \n    \n    \n    \n   \n\nMengxiang Holdings(6) \n    \n    \n 45,000,000  \n 100.0% \n 82.78%\n\nLianwai Holdings Co., Ltd.(7) \n 2,500,000  \n  *  \n -  \n -  \n  * \n\nMengxiang Investment Co.,\nLtd.(8) \n 2,500,000  \n  *  \n -  \n -  \n  * \n\n \n\n*Notes:*\n\n \n\n*Less\nthan 1%.\n\n \n\n**For\neach person and group included in this column, percentage of voting power is calculated by\ndividing the voting power beneficially owned by such person or group by the voting power\nof all of our outstanding Class A ordinary shares and Class B ordinary shares as a single\nclass. Each holder of our Class A ordinary shares is entitled to one vote per share. Each\nholder of Class B ordinary shares is entitled to 200 votes per share, and while on all matters\nsubmitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote\ntogether as a single class on all matters submitted to a vote of our shareholders.\n\n \n\n(1)The\naddress of our directors and executive officers is No. 818 Hua Yuan Street, Liandu District,\nLishui City, Zhejiang Province, 323000, the PRC.\n\n \n\n(2)For\neach person and group included in this column, percentage ownership is calculated by dividing\nthe number of Class A ordinary shares beneficially owned by such person or group, including\nshares that such person or group has the right to acquire within 60 days after March 31,\n2026, by the sum of (i) 1,871,667,000 which is the total number of Class A ordinary shares\noutstanding as of March 31, 2026, and (ii) the number of Class A ordinary shares\nsuch person or group has the right to acquire within 60 days after March 31, 2026.\n\n \n\n148\n\n \n\n \n\n(3)For\neach person and group included in this column, percentage ownership is calculated by dividing\nthe number of Class B ordinary shares beneficially owned by such person or group, including\nshares that such person or group has the right to acquire within 60 days after March 31,\n2026, by the sum of (i) 45,000,000 which is the total number of Class B ordinary shares outstanding\nas of March 31, 2026, and (ii) the number of Class B ordinary shares such person\nor group has the right to acquire within 60 days after March 31, 2026.\n\n \n\n(4)Mr. Biao\nWei is the spouse of Ms. Fen Ye.\n\n \n\n(5)Mr. Zhaoxiang\nWei is the son of Ms. Fen Ye and Mr. Biao Wei.\n\n \n\n(6)A\nBritish Virgin Islands company which is wholly-owned and controlled by Ms. Fen Ye. The\nregistered office of Mengxiang Holdings is at Coastal Building, Wickham’s Cay II, P.O.\nBox 2221, Road Town Tortola, British Virgin Islands.\n\n \n\n(7)A\nBritish Virgins Islands company which is wholly-owned and controlled by Ms. Hong Ye.\nThe registered office of Lianwai Holdings Co., Ltd. is at Coastal Building, Wickham’s\nCay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n \n\n(8)A\nBritish Virgin Islands company which is wholly-owned and controlled by Ms. Fen Ye. The\nregistered office of Mengxiang Investment Co., Ltd. is at Coastal Building, Wickham’s\nCay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n \n\nOn August 25, 2023, we entered\ninto a share subscription agreement with each of Xiaoxiong Li, Haibin Gong, Yiqiang Dong, Huafeng Hong, Kin Mang Kung, Shulin Gong, Kim\nTuk Yeung, Qunzhu Dong, Jinglong Hong and Canghai Hong, pursuant to which we agreed to issue and sell to such individual investors a\ntotal of 50,000,000 ordinary shares (now redesignated as Class A ordinary shares) of the Company with a par value of US$0.0001 each,\nin the aggregate consideration of US$6,000,000. Additionally, we filed a registration statement with the SEC covering the resale of the\nADSs representing the ordinary shares (now redesignated as Class A ordinary shares) that would be issued to such investors under the\nPurchase Agreements. After such registration statement was declared effective by the SEC and a final prospectus in connection therewith\nwas filed and the other conditions set forth in the Purchase Agreements were satisfied, we issued and sold the 50,000,000 ordinary shares\n(now redesignated as Class A ordinary shares) to be represented by ADSs to the investors and the transaction was closed on October 6,\n2023.\n\n \n\nOn November 28, 2024, we\nentered into a share subscription agreement with each of Jong Tchun Jin, Chong Juinn Hui, Kon Chee Thong, Ong Sin Leong, Man Ken Toh,\nVun Siong Wee, Law Kok Leong, Raymond Wee Hian Sen, Chai Kueh Sin, Wong Siong Yee and Siaw Ting Liang (collectively, the “2024\nPurchase Agreements”), pursuant to which we agreed to issue and sell to such individual investors a total of 1,800,000,000 Class\nA ordinary shares with a par value of US$0.0001 each of the Company, in the aggregate consideration of US$34,200,000. Additionally, we\nfiled a registration statement with the SEC covering the resale of the ADSs representing the Class A ordinary shares that would be issued\nto such investors under the 2024 Purchase Agreements. After such registration statement was declared effective by the SEC and a final\nprospectus in connection therewith was filed and the other conditions set forth in the Purchase Agreements were satisfied, we issued\nand sold the 1,800,000,000 Class A ordinary shares to be represented by ADSs to the investors and the transaction was closed in early\n2025.\n\n \n\nAs of March 31, 2026,\na total of 1,866,667,000 ordinary shares were held by one record holder in the United States in the form of ADSs, representing 97.4%\nof our total outstanding shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of\nour company.\n\n \n\n**B. Related Party Transactions**\n\n \n\n**Contractual Arrangements with the VIEs and Their Shareholders**\n\n \n\nIn 2018, Liandu WFOE entered\ninto a series of contractual arrangements with Lishui Mengxiang, Lianwai School, shareholders of Lishui Mengxiang and the directors of\nLianwai School, which had enabled us to (i) exercise the power over Lishui Mengxiang and Lianwai School, (ii) have the exposure\nor rights to variable returns from our involvement with Lishui Mengxiang and Lianwai School, and (iii) exercise the ability to affect\nthose returns through use of its power over Lishui Mengxiang and Lianwai School.\n\n \n\nUnder the 2021 Implementation\nRules which took effect on September 1, 2021, social organizations and individuals are prohibited from controlling a private school\nthat provides compulsory education by means of, among others, merger, acquisition, and contractual arrangements, and a private school\nproviding compulsory education is prohibited from conducting transactions with its related party. In particular, the prohibition over\nrelated party transactions has significantly affected the enforceability of the exclusive management services and business cooperation\nagreements among Liandu WFOE and Lianwai School providing compulsory education. Therefore, we re-assessed our control over Lianwai School.\nBased on the relevant accounting standard in accordance with U.S. GAAP, we have concluded that we have lost control of Lianwai School\nsince August 31, 2021, in view of the significant uncertainties and restrictions the 2021 Implementation Rules impose on our ability\nto direct the range of ongoing activities that would most significantly impact the returns of Lianwai School. In light of such regulatory\ndevelopments, on April 20, 2022, we entered into an acknowledgment agreement of contractual agreements with Lianwai School and respective\ndirectors, to confirm all the terms of rights and obligations relating to Lianwai School and the directors appointed by the sponsor under\nthe contractual arrangements among them, and agree among the parties that such arrangements shall have been terminated on August 31,\n2021. To minimize disruptions to existing students enrolled in Lianwai School, we and the VIEs continued to offer essential services\nto the students. We deconsolidated Lianwai School commencing from September 1, 2021 and presented it as a discontinued operation\nin current and comparative period financial statements.\n\n \n\n149\n\n \n\n \n\nLishui Mengxiang completed\nthe required registration to hold 100% sponsorship interests of Qingtian International School on August 24, 2021. On April 20,\n2022, Liandu WFOE entered into a series of contractual arrangements, or the VIE structure, with Lishui Mengxiang, Qingtian International\nSchool, shareholders of Lishui Mengxiang and the Council Members of Qingtian International School. On January 31, 2023, due to the change\nof shareholders of Lishui Mengxiang, Liandu WFOE entered into an updated series of contractual arrangements with respect to the operation\nof Qingtian International School. The updated series of contractual arrangements replaced the previous ones and took effect on December\n16, 2022, the same date when the shareholders of Lishui Mengxiang signed an equity transfer agreement. After Lishui Mengxiang entered\ninto a definitive agreement to transfer 100% of the sponsorship interests of Qingtian International School to Qiaoxiang Education on\nJanuary 15, 2024, Liandu WFOE, Lishui Mengxiang, Qingtian International School, the shareholders of Lishui Mengxiang and the Council\nMembers of Qingtian International School entered into the Acknowledgment Agreement of Contractual Agreements of Qingtian Overseas Chinese\nExperimental High School on April 2, 2024, pursuant to which rights and obligations under the Business Cooperation Agreement, the Exclusive\nTechnical Service and Business Consulting Agreement, the Exclusive Call Option Agreement, the Proxy Agreement for School’s Sponsor\nand Council Members and the Loan Agreement relating to Qingtian International School and the Council Members thereunder were actually\nterminated on December 31, 2023.\n\n \n\nOn March 28, 2023, Liandu\nWFOE entered into a series of contractual arrangements, or the VIE structure, with Beijing P.X., Langfang School, shareholders of Beijing\nP.X. and the Council Members of Langfang School, which became effective on January 1, 2022.\n\n \n\nOn April 2, 2024, Liandu\nWFOE entered into a series of contractual arrangements, or the VIE structure, with Lishui Mengxiang, Lishui International School, shareholders\nof Lishui Mengxiang and the Council Members of Lishui International School. The series of contractual arrangements became effective on\nJune 25, 2023.\n\n \n\nThe above series of contractual\narrangements enable us to (i) exercise the power over VIEs, (ii) have the exposure or rights to variable returns from our involvement\nwith the VIEs, and (iii) exercise the ability to affect those returns through use of its power over the VIEs. These contractual\narrangements include exclusive call option agreement, proxy agreements for school’s sponsors and council members, proxy agreements\nfor shareholders, business cooperation agreement, exclusive technical service and business consulting agreement, equity pledge agreements,\netc. Terms contained in each set of contractual arrangements with our PRC subsidiaries, the VIEs and their respective shareholders are\nsubstantially similar. For more details of these contractual arrangements, see “*Item 4. Information on the Company—C.\nOrganizational Structure—Contractual Arrangements.*”\n\n \n\n**Transactions with Certain Related Parties**\n\n \n\n**Transfer of Sponsorship**\n\n \n\nOn January 15, 2024, Lishui\nMengxiang entered into a definitive agreement to transfer 100% of the sponsorship interests of Qingtian International School to Qiaoxiang\nEducation, an entity affiliated with Mr. Biao Wei, a director and the Chief Executive Officer of the Company, for a consideration of\nRMB23,161,000. The transfer of the sponsorship interests has been approved by the audit committee and the board of directors of the Company.\nThe completion of the transfer would be subject to the terms and conditions of the definitive agreement, including the registration of\nchange of sponsorship of the school with competent authorities of Qingtian county, Zhejiang province, China. As of the date of the annual\nreport on Form 20-F, we and the VIEs are still in the process to complete such registration.\n\n \n\n**Lease agreements with related parties**\n\n \n\nWe and the VIEs lease the\nschool buildings and the related properties and facilities to Liandu Foreign Language School Kindergarten. In 2023, 2024 and 2025, our\nrental income from related parties was RMB0.8 million, RMB0.8 million and RMB0.4 million, respectively.\n\n \n\nThe terms of the leases\nare one year. Under the leasing agreements, we can terminate the lease at any time for cause.\n\n \n\n**Private Placements**\n\n \n\nSee “*Item 10. Additional\nInformation—B. Memorandum and Articles of Association—Ordinary Shares*.”\n\n \n\n**Employment Agreements and Indemnification Agreements**\n\n \n\nSee “*Item 6. Directors,\nSenior Management and Employees—C. Board Practices—Employment Agreements and Confidentiality Agreements*.”\n\n \n\n**Share Incentive Plans**\n\n \n\nSee “*Item 6. Directors,\nSenior Management and Employees—B. Compensation—Share Incentive Plan*.”\n\n \n\n**C. Interests of Experts and Counsel**\n\n \n\nNot applicable.\n\n \n\n150"}