华夏博雅美股招股说明书(2023-09-27版)

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 Islandsexempted 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 EducationHoldings 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”), pursuantto 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.” OnSeptember 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 ofSeptember 25, 2023, was approximately US$70.50 million, which was calculated based on 27,540,391ordinary shares held by non-affiliates as of September 25, 2023 and a per share price of US$2.56, whichwas the closing price of our ordinary shares on Nasdaq on August 10, 2023. Pursuant to General InstructionI.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with avalue exceeding more than one-third of the aggregate market value of our ordinary shares in any 12-monthperiod so long as the aggregate market value of our outstanding ordinary shares held by non-affiliatesremains below US$75,000,000. During the 12 calendar months prior to and including the date of thisprospectus 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 ChinaLiberal Education Holdings Limited, the Cayman holding company and when describing the group’sconsolidated 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 consolidatedfinancial 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 HoldingLimited and Aiways Merger Sub Limited, companies formed in the Cayman Islands, (b) Yi XinInternational Investment Limited and Wanwang Investment Limited, companies formed in the BritishVirgin 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) ChinaLiberal(Beijing)Education Technology Co.,Ltd.(“China Liberal Beijing”),Fujian China LiberalEducation Technology Group Co., Ltd (“China Liberal Fujian”), Beijing Oriental Wisdom CultureDevelopment Co., Ltd. (“Oriental Wisdom”), and Fujian Wanzhong Education Investment ManagementCo., 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 affiliatedentities. We are a holding company incorporated in the Cayman Islands and not a Chinese operating company, andwe do not conduct any operations. As a holding company with no material operations of our own, weconduct all of our operations through our subsidiaries formed in the PRC and our affiliated entities. Theaffiliated entities are consolidated for accounting purposes but are not entities in which we own equity. Theconsolidation of the affiliated entities’ financial results is not equivalent to equity ownership in the businessof the affiliated entities. Our securities offered in this offering are shares of our offshore holding companyinstead of securities of our subsidiaries or the affiliated entities in China. Neither the investors in theholding company nor the holding company itself have an equity ownership in, direct foreign investment in,or control of, through such ownership or investment, the affiliated entities.