华夏博雅美股招股说明书(2020-04-01版)

424B4 1 ea120335-424b4_chinaliberal.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(4)Registration No. 333-233016 PROSPECTUS 1,333,333 Ordinary Shares China Liberal Education Holdings Limited This is an initial public offering of our ordinary shares. We are offering our ordinary shares, US$0.001 par value per share (“Ordinary Shares”). Prior to this offering, there has been no public market for our Ordinary Shares. The initial public offering price is $6.00 per Ordinary Share. We have been approved for listing on the Nasdaq Capital Market (“NASDAQ”) under the symbol “CLEU”. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying our Ordinary Shares. We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 3 of this prospectus for more information. PER SHARE TOTALWITHOUT OVER-ALLOTMENT OPTION TOTALWITH OVER-ALLOTMENT OPTION Initial public offering price $6.00 $8,000,000 $ 9,200,000 Underwriting discounts and commissions(1) $0.42 $560,000 $ 644,000 Proceeds, before expenses, to us $5.58 $7,440,000 $ 8,556,000 (1)We have agreed to issue, on the closing date of this offering, underwriter’s warrants to the Underwriter in an amount equal to 7% of the aggregate number of ordinary shares sold by us in this offering. For a description of other terms of the Underwriter’s warrants and a description of the other compensation to be received by the Underwriter, see “Underwriting” beginning on page 133. Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, nor the underwriters have authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of shares in the Company. No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this Offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful. This offering is being conducted on a firm commitment basis. The underwriter, Boustead Securities, LLC, is obligated to take and pay for all of the shares if any such shares are taken. We have granted the Underwriter an option for a period of 45 days from the date of this prospectus to purchase up to 15% of the total number of our ordinary shares to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discount. If the underwriter exercises the option in full, the total underwriting discounts and commissions payable will be $644,000 based on the initial offering price of $6.00 per ordinary share, and the total gross proceeds to us, before underwriting discounts and commissions and expenses, will be $9,200,000. If we complete this offering, net proceeds will be delivered to us on the closing date. We will not be able to use such proceeds in China, however, until we complete capital contribution procedures which require prior approvals, registration or filings, i.e., making a filing with the local branch of China’s Ministry of Commerce, and registering with the local branch of the State Administration for Market Regulation, and the approval of and registration with a local bank authorized by the State Administration of Foreign Exchange. See remittance procedures in the section titled “Use of Proceeds” beginning on page 36.The Underwriter expects to deliver the Ordinary Shares against payment as set forth under “Underwriting”, on or about April 30, 2020. The date of this prospectus is March 31, 2020. About this Pros