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United States securities and exchange commission logo
October 21, 2021
Ngai Ngai Lam
Chief Executive Officer
China Liberal Education Holdings Ltd
Room 1618 Zhongguangcun MOOC Times Building
18 Zhongguangcun Street, Haidian District
Beijing, People s Republic of China 100190
Re: China Liberal
Education Holdings Ltd
Form 20-F for the
Fiscal Year Ended December 31, 2020
Response dated
September 13, 2021
File No. 1-39259
Dear Ms. Lam:
We have reviewed your September 13, 2021 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 21, 2021 letter.
Form 20-F for the Fiscal Year Ended December 31, 2020
Item 3. Key Information, page 6
1. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China. Your disclosure
should make clear
whether these risks could result in a material change in your operations
and/or the value of
your common stock or could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of such
securities to
significantly decline or be worthless. Your disclosure should address how
recent statements and
regulatory actions by China s government, such as those related to
the use of variable
interest entities and data security or anti-monopoly concerns, has or
may impact the company
s ability to conduct its business, accept foreign investments, or
Ngai Ngai Lam
FirstName LastNameNgai Ngai Lam
China Liberal Education Holdings Ltd
Comapany
October 21,NameChina
2021 Liberal Education Holdings Ltd
October
Page 2 21, 2021 Page 2
FirstName LastName
list on an U.S. or other foreign exchange. This summary should
address, but not
necessarily be limited to, the risks highlighted in the
forward-looking information.
2. Clearly disclose how you will refer to the holding company and
subsidiaries when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. Disclose clearly the entity (including the
domicile) in which investors
are purchasing their interest.
3. Disclose each permission that you or your subsidiaries are required to
obtain from Chinese
authorities to operate and issue your securities to foreign investors.
State whether you or
your subsidiaries are covered by permissions requirements from the
CSRC, CAC or any
other entity that is required to approve of operations, and state
affirmatively whether you
have received all requisite permissions and whether any permissions
have been denied.
4. Provide a clear description of how cash is transferred through your
organization. Quantify
any cash flows and transfers of other assets by type that have
occurred between the
holding company and its subsidiaries, and direction of transfer.
Quantify any dividends or
distributions that a subsidiary has made to the holding company and
which entity made
such transfer, and their tax consequences. Similarly quantify
dividends or distributions
made to U.S. investors, the source, and their tax consequences.
Describe any restrictions
on foreign exchange and your ability to transfer cash between
entities, across borders, and
to U.S. investors. Describe any restrictions and limitations on your
ability to distribute
earnings from your businesses, including subsidiaries, to the parent
company and U.S.
investors.
Item 3D. Risk Factors, page 9
5. In your summary of risk factors, disclose the risks that your
corporate structure and being
based in or having the majority of the company s operations in China
poses to investors.
In particular, describe the significant regulatory, liquidity, and
enforcement risks with
cross-references to the more detailed discussion of these risks
elsewhere. For example,
specifically discuss risks arising from the legal system in China,
including risks and
uncertainties regarding the enforcement of laws and that rules and
regulations in China
can change quickly with little advance notice; and the risk that the
Chinese government
may intervene or influence your operations at any time, or may exert
more control over
offerings conducted overseas and/or foreign investment in China based
issuers, which
could result in a material change in your operations and/or the value
of your securities.
Acknowledge any risks that any actions by the Chinese government to
exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of
such securities to
significantly decline or be worthless.
6. Given the Chinese government s significant oversight and discretion
over the conduct of
Ngai Ngai Lam
China Liberal Education Holdings Ltd
October 21, 2021
Page 3
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your shares. Also, given
recent statements
by the Chinese government indicating an intent to exert more oversight
and control over
offerings that are conducted overseas and/or foreign investment in
China-based issuers,
acknowledge the risk that any such action could significantly limit or
completely hinder
your ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
7. In light of recent events indicating greater oversight by the Cyberspace
Administration of
China over data security, please revise your disclosure to explain how
this oversight
impacts your business and to what extent you believe that you are
compliant with the
regulations or policies that have been issued by the CAC to date.
Consolidated Statements of Cash Flows, page F-6
8. We note your response to comment 1. Please address the following:
You state that deferred offering costs were charged to shareholders
equity upon the
completion of the IPO. This appears to be a non-cash transaction.
Please tell us why
you are reflecting the change in deferred initial public offering
costs of $624,747 as
an operating cash inflow; and
Provide us with the all of the journal entries made relating to the
$1.1 million
mistaken payment made by Ms. Ngai Ngai Lam. Also, tell us if the due
from a
related party account was impacted.
You may contact Ta Tanisha Meadows at (202) 551-3322 or Joel Parker at
(202) 551-
3651 with any questions.
Sincerely,
FirstName LastNameNgai Ngai Lam
Division of
Corporation Finance
Comapany NameChina Liberal Education Holdings Ltd
Office of Trade &
Services
October 21, 2021 Page 3
cc: Ying Li, Esq., Hunter Taubman Fischer & Li LLC
FirstName LastName