424B5 1 cleu_424b5.htm 424B5 Filed pursuant to Rule 424(b)(5) Registration No. 333-273266 Prospectus Supplement(To Prospectus dated July 21, 2023) 18,000,000 Ordinary Shares China Liberal Education Holdings Limited This is an offering of the securities of China Liberal Education Holdings Limited, a Cayman Islands exempted company with limited liability. Unless otherwise stated, as used in this prospectus supplement, references to “we,” “us,” “our,” “China Liberal,” and the “Company” are to China Liberal Education Holdings Limited, a Cayman Islands exempted company with limited liability. We are offering 18,000,000 ordinary shares, par value US$0.001 per share (the “ordinary shares”), pursuant to this prospectus supplement and the accompanying prospectus, at a purchase price of US$0.50 per share. Our ordinary shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “CLEU.” On September 22, 2023, the last reported sale price of our ordinary shares on Nasdaq was US$0.30 per share. We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, will be subject to reduced public company reporting requirements. The aggregate market value of our outstanding ordinary shares held by non-affiliates, or public float, as of September 25, 2023, was approximately US$70.50 million, which was calculated based on 27,540,391 ordinary shares held by non-affiliates as of September 25, 2023 and a per share price of US$2.56, which was the closing price of our ordinary shares on Nasdaq on August 10, 2023. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our ordinary shares in any 12-month period so long as the aggregate market value of our outstanding ordinary shares held by non-affiliates remains below US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not sold any securities pursuant to General Instruction I.B.5 of Form F-3. Throughout this prospectus supplement, (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, also includes the Company’s subsidiaries and the affiliated entities, (ii) the terms “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 are our consolidated affiliated entities under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and we have consolidated the financial results of the affiliated entities in the consolidated financial statements in accordance with U.S. GAAP, (iii) the terms “the subsidiaries” or “our subsidiaries” refer to the direct and indirect subsidiary 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 and Wanwang Investment Limited, companies formed in the British Virgin Islands, (c) China Boya Education Group Co., Ltd. and Wanzhong (HK) Investment Limited, companies formed in the special administrative region of Hong Kong (“Hong Kong”), and (d) China Liberal (Beijing) Education Technology Co., Ltd. (“China Liberal Beijing”), Fujian China Liberal Education Technology Group Co., Ltd (“China Liberal Fujian”), Beijing Oriental Wisdom Culture Development Co., Ltd. (“Oriental Wisdom”), and Fujian Wanzhong Education Investment Management Co., Ltd. (“Fujian Wanzhong”), companies formed in the People’s Republic of China (the “PRC” or “China”), and (iv) the term “operating entities” refers to China Liberal Beijing, China Liberal Fujian, Oriental Wisdom, Fujian Wanzhong, and the affiliated entities. For a description of our corporate structure, see “Prospectus Summary—Our Corporate Structure” of the accompanying prospectus. As a result of our corporate structure, you may never directly hold equity interests in our subsidiaries and the affiliated entities. 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, we conduct all of our operations through our subsidiaries formed in the PRC and our affiliated entities. The affiliated entities are consolidated for accounting purposes but are not entities in w