ABSTRACT: We previously showed that both exosomes from lipoma tissue (Exo-LT) and exosomes from adipose tissue (Exo-AT) promoted the proliferation, migration, and adipogenesis of ADSCs. There was no significant difference between Exo-LT and Exo-AT in promoting adipogenesis in ADSCs, but Exo-LT had a stronger ability to promote the proliferation and migration of ADSCs than Exo-AT. To understand the mechanism behind the stronger proliferative effects of Exo-LT than Exo-AT, we explored the differential gene expression pattern between Exo-LT and Exo-AT. Using high-throughput sequencing technology, we analyzed the expression of lncRNA, miRNA, and mRNA in Exo-LT and Exo-AT and identified the significantly differentially expressed genes, and then searched for mRNAs related to cell proliferation and adipogenesis in GO enrichment and KEGG pathway analysis results for subsequent targeted analysis and construction of ceRNA networks. A total of 10 mRNAs were identified, which met both significant differential expression conditions (|logFC|>2, p<0.05) and abundance quality control (CPM>100). Of these, 6 were found to be up-regulated in Exo-LT and 4 were down-regulated in Exo-LT. Afterwards in the ceRNA regulatory network, we noticed 5 meaningful lncRNAs that were highly correlated with cell proliferation and adipogenesis, including HOXA11-AS, GAS5, HOTAIR, MALAT1, and PVT1. HOXA11-AS was significantly up-regulated in Exo-LT, while GAS5, HOTAIR, MALAT1, and PVT1 were expressed at high levels in both the Exo-LT and Exo-AT group. Interestingly, our follow-up analysis showed that many of the lncRNA-miRNA targeting relationships predicted by these 5 lncRNAs in the ceRNA network were already validated in a large number of previous studies. Our analysis of lncRNA, miRNA, and mRNA expression profiles and ceRNA networks in Exo-LT provides a preliminary explanation for the differences between Exo-LT and Exo-AT in promoting ADSCs proliferation and adipogenesis, as well as a new theoretical basis explaining the mechanism of lipoma tissue formation.