Lixiang Education Holding Co. Ltd. received an updated beneficial ownership report from shareholder Fen Ye and her affiliated entities as of December 31, 2025. The filing shows Ms. Ye beneficially owning 47,500,000 shares, representing 2.48 % of the company’s share capital.
The stake consists of 45,000,000 Class B ordinary shares held through Mengxiang Holdings Limited and 2,500,000 Class A ordinary shares held through Mengxiang Investment Co., Ltd., both wholly owned and controlled by Ms. Ye. Class A shares carry one vote per share, while Class B shares carry 200 votes per share and can be converted into Class A on a one‑for‑one basis, illustrating a dual‑class structure with concentrated voting power in Class B shares.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Lixiang Education Holding Co. Ltd.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
53934A206
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
53934A206
1
Names of Reporting Persons
Fen Ye
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
47,500,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
47,500,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
47,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.48 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Represents 45,000,000 Class B ordinary shares of the Issuer (as defined below) held by Mengxiang Holdings Limited, and 2,500,000 Class A ordinary shares of the Issuer held by Mengxiang Investment Co., Ltd. Both Mengxiang Holdings Limited and Mengxiang Investment Co., Ltd are wholly-owned and controlled by Ms. Fen Ye.
(2) Calculation of the percentage is based on 1,871,667,000 Class A ordinary shares of the Issuer and 45,000,000 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2025. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 200 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
CUSIP No.
53934A206
1
Names of Reporting Persons
Mengxiang Holdings Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
45,000,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
45,000,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
45,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.35 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) Represents 45,000,000 Class B ordinary shares held by Mengxiang Holdings Limited. Mengxiang Holdings Limited is wholly-owned and controlled by Ms. Fen Ye.
(2) Calculation of the percentage is based on 1,871,667,000 Class A ordinary shares of the Issuer and 45,000,000 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2025. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 200 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
CUSIP No.
53934A206
1
Names of Reporting Persons
Mengxiang Investment Co., Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,500,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,500,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.13 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: (1) Represents 2,500,000 Class A ordinary shares held by Mengxiang Investment Co., Ltd. Mengxiang Investment Co., Ltd is wholly-owned and controlled by Ms. Fen Ye.
(2) Calculation of the percentage is based on 1,871,667,000 Class A ordinary shares of the Issuer and 45,000,000 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2025. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 200 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Lixiang Education Holding Co. Ltd.
(b)
Address of issuer's principal executive offices:
No. 818 Hua Yuan Street, Liandu District, Lishui City, Zhejiang Province, 323000, People's Republic of China.
Item 2.
(a)
Name of person filing:
(1) Fen Ye ("Ms. Ye")
(2) Mengxiang Holdings Limited ("Mengxiang Holdings")
(3) Mengxiang Investment Co., Ltd. ("Mengxiang Investment") This Amendment No.5 to Schedule 13G is being jointly filed by Ms. Ye, Mengxiang Holdings and Mengxiang Investment (collectively, the "Filing Persons"). The Filing Persons have entered into a Joint Filing Agreement, dated February 14, 2023, pursuant to which the Filing Persons agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.
(b)
Address or 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.
(3) Mengxiang Investment: Coastal Building, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.
(c)
Citizenship:
(1) Ms. Ye: People's Republic of China
(2) Mengxiang Holdings: British Virgin Islands
(3) Mengxiang Investment: British Virgin Islands
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
53934A206
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b)
Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference. Calculation of the percentage is based on 1,871,667,000 Class A ordinary shares of the Issuer and 45,000,000 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2025. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 200 votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Items 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Items 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
Fen Ye
Signature:
/s/ Fen Ye
Name/Title:
Fen Ye
Date:
02/04/2026
Mengxiang Holdings Limited
Signature:
/s/ Fen Ye
Name/Title:
Fen Ye/Director
Date:
02/04/2026
Mengxiang Investment Co., Ltd
Signature:
/s/ Fen Ye
Name/Title:
Fen Ye/Director
Date:
02/04/2026
Exhibit Information
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 14, 2023 by the Filing Persons with the Securities and Exchange Commission)
What ownership stake in LXEH does Fen Ye report in this Schedule 13G/A?
Fen Ye reports beneficial ownership of 47,500,000 shares of Lixiang Education Holding Co. Ltd., representing 2.48 % of the company’s share capital as of December 31, 2025. The stake is held through her wholly controlled entities Mengxiang Holdings and Mengxiang Investment.
How many Lixiang Education shares does Mengxiang Holdings Limited own?
Mengxiang Holdings Limited owns 45,000,000 Class B ordinary shares of Lixiang Education Holding Co. Ltd. These shares are wholly owned and controlled by Fen Ye and are part of her reported 47,500,000-share beneficial stake as of December 31, 2025.
What is Mengxiang Investment Co., Ltd.’s position in Lixiang Education (LXEH)?
Mengxiang Investment Co., Ltd. holds 2,500,000 Class A ordinary shares of Lixiang Education Holding Co. Ltd., representing 0.13 % of the class. The entity is wholly owned and controlled by Fen Ye, and its holdings are included in her aggregated beneficial ownership.
How many Lixiang Education shares are outstanding according to this filing?
The filing states that 1,871,667,000 Class A ordinary shares and 45,000,000 Class B ordinary shares of Lixiang Education Holding Co. Ltd. were issued and outstanding as of December 31, 2025. These figures are used to calculate each reporting person’s ownership percentage.
How do Class A and Class B shares of Lixiang Education differ in voting rights?
Each Class A ordinary share carries one vote, while each Class B ordinary share carries 200 votes on all matters submitted to shareholders. Class B shares can be converted into Class A on a one‑for‑one basis, but Class A shares cannot convert into Class B.
Who are the reporting persons in the latest Lixiang Education ownership filing?
The reporting persons are Fen Ye, Mengxiang Holdings Limited, and Mengxiang Investment Co., Ltd. They jointly filed this Amendment No. 5 pursuant to a Joint Filing Agreement, confirming their combined beneficial ownership structure in Lixiang Education Holding Co. Ltd.
