424b4 1 cleu_424b4.htm 424b4 filed pursuant to rule 424(b)(4)registration no. 333-279370 up to 25,000,000 ordinary shares china liberal education holdings limited this prospectus relates to the offer and sale of up to an aggregate of 25,000,000 ordinary shares, par value $0.015 per share (the “ordinary shares”), of china liberal education holdings limited (the “company”) at an offering price of us$1.00 per share (the “offering shares”). this is a best efforts self-underwritten public offering. our ordinary shares are listed on the nasdaq capital market, or nasdaq, under the symbol “cleu.” on june 6, 2024, the last reported sale price of our ordinary shares on nasdaq was us$2.02 per share. we expect to close the offering on or about june 17, 2024. this offering will be terminated by june 30, 2024, provided that the closing(s) of the offering for all of the ordinary shares registered hereby have not occurred by such date, and may not be extended. because there is no minimum offering amount required as a condition to close this offering, we may sell fewer than all of the offering shares offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of offering shares sufficient to pursue the business goals outlined in this prospectus. because there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. also, any proceeds from the sale of offering shares offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. see “risk factors” in this prospectus and “item 3. key information—d. risk factors” beginning on page 16 of our most recent annual report on form 20-f for the fiscal year ended december 31, 2023 (the “2023 annual report”) for more information. throughout this prospectus, (i) the terms “we,” “our,” and “our company,” only refer to china liberal education holdings limited, the cayman holding company and when describing the group’s consolidated financial information for the fiscal years ended december 31, 2022 and 2023, also includes the company’s subsidiaries and the former affiliated entities, (ii) the terms “former affiliated entities” refer to fuzhou melbourne polytechnic, a three-year college in china (“fmp”), and strait college of minjiang university, a four-year university in china (“strait college”), which were our consolidated affiliated entities under u.s. generally accepted accounting principles (“u.s. gaap”) from september 2, 2022 to august 31, 2023, (iii) the terms “the subsidiaries” or “our subsidiaries” refer to the direct and indirect subsidiaries of the company, including (a) aiways automobile holding limited and aiways merger sub limited, companies formed in the cayman islands, (b) yi xin international investment limited, a company formed in the british virgin islands, (c) china boya education group co., ltd., a company formed in the special administrative region of hong kong (“hong kong”), and (d) china liberal (beijing) education technology co., ltd. (“china liberal beijing”), beijing oriental wisdom culture development co., ltd. (“oriental wisdom”), companies formed in the people’s republic of china (the “prc” or “china”), and (iv) the term “operating entities” refers to china liberal beijing and oriental wisdom. i we are a holding company incorporated in the cayman islands and not a chinese operating company, and we do not conduct any operations. as a holding company with no material operations of our own, all of our operations are conducted through our subsidiaries formed in the prc. as of the date of this prospectus, we directly hold 100% of the equity interests in our subsidiaries, and we consolidated the financial results of the former affiliated entities during the time periods when they were our affiliated entities in the consolidated financial statements of the company in accordance with u.s. gaap. our ordinary shares are the shares of the offshore holding company in the cayman islands, instead of shares of our operating companies in china. therefore, holders of our ordinary shares do not directly hold any equity interests in our operating companies and investors are purchasing an interest in the cayman islands holding company. our subsidiaries are subject to certain legal and operational risks associated with being based in china. prc laws and regulations governing the subsidiar