UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2021
Commission file number: 001-39259
| China Liberal Education Holdings Limited |
Room 1618 Zhongguangcun MOOC Times Building,
18 Zhongguangcun Street, Haidian District
Beijing, People’s Republic of China 100190
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Change of Auditor
On December 20, 2021, China Liberal Education Holdings Limited (the “Company”) appointed Audit Alliance LLP (“Audit Alliance”) as its independent registered public accounting firm, effective on the same day. Audit Alliance replaces Friedman LLP (“Friedman”), the former independent registered public accounting firm, which the Company dismissed on December 20, 2021. The appointment of Audit Alliance was made after a careful consideration and evaluation process was undertaken by the Company and has been approved by the audit committee of the board of directors of the Company and the board of directors of the Company. The Company’s decision to make this change was not the result of any disagreement between the Company and Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
The audit report of Friedman on the consolidated financial statements of the Company as of December 31, 2019 and 2020 and for the fiscal years ended December 31, 2019 and 2020 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, scope of accounting principles.
The Company provided Friedman with a copy of the above disclosure and requested that Friedman furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement. A copy of Friedman’s letter is filed as Exhibit 99.1 to this Form 6-K.
During the two most recent fiscal years of the Company and any subsequent interim periods prior to the engagement of Audit Alliance, neither the Company, nor someone on behalf of the Company, has consulted Audit Alliance regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided that Audit Alliance concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F and related instructions to Item 16F of Form 20-F, or any reportable events as described in Item 16F(a)(1)(v) of Form 20-F.
EXHIBIT INDEX
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| Description of Exhibit |
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| Letter of Friedman LLP to the U.S. Securities and Exchange Commission dated December 29, 2021 |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| China Liberal Education Holdings Limited |
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| Date: December 29, 2021 | By: | /s/ Ngai Ngai Lam |
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| Ngai Ngai Lam |
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| Chief Executive Officer and Chairperson of the Board of Directors |
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| 3 |
EXHIBIT 99.1
December 29, 2021
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | China Liberal Education Holdings Limited CIK No: 0001775085 |
Dear Sir or Madam:
We have read Form 6-K dated December 29, 2021 of China Liberal Education Holdings Limited (“Registrant”) and are in agreement with the statements contained therein as it pertains to our firm.
We have no basis to agree or disagree with any other statements of the Registrant contained in Form 6-K.
/s/ Friedman LLP
New York, New York