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April 1, 2022
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
Amendment No. 1 to
Form 20-F for the Fiscal Year Ended December 31, 2020
Response dated
November 15, 2021
File No. 1-39259
Dear Ms. Lam:
We have reviewed your amendment and your November 15, 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/A for the Fiscal Year Ended December 31, 2020
Item 3: Key Information, page 6
1. Please disclose
prominently that you are not a Chinese operating company but a Cayman
Islands holding company
with operations conducted by your subsidiaries in China and that
this structure involves
unique risks to investors. Your disclosure should acknowledge that
Chinese regulatory
authorities could disallow this structure, which would likely result in a
material change in your
operations and/or a material change in the value of your
securities, including
that it could cause the value of such securities to significantly decline
or become worthless.
Please include a related risk factor in the Risk Factor section with a
detailed discussion of
risks facing the company and the offering as a result of this
structure, and provide
a cross-reference to this risk factor.
Ngai Ngai Lam
FirstName LastNameNgai Ngai Lam
China Liberal Education Holdings Ltd
Comapany
April NameChina Liberal Education Holdings Ltd
1, 2022
April 21, 2022 Page 2
Page
FirstName LastName
2. Where you state that your Ordinary Shares are the shares of the
offshore holding company
in the Cayman Islands, please revise to also disclose that investors
are purchasing an
interest in the Cayman Islands holdings company.
3. We note your response to comment 3 and your statement that aside from
a "business
license," you and your subsidiaries are not required to obtain any
other "material license
or approval" for your operations in China. Please revise to disclose
each permission or
approval that you and your subsidiaries are required to obtain from
Chinese authorities to
operate your business, and do not limit it only to those permissions
or approvals that you
believe are material. Please also further describe the "business
license" you reference,
including which entity holds the license, the particular government
agency that granted it,
and what authority you are granted under the license. In addition, we
note your discussion
of various regulations throughout the annual report discussing certain
approvals and
permissions that may be required for your operations, which suggests
that there are
additional permissions or approvals necessary to operate your
business. Please revise
accordingly. Please also state affirmatively whether any permissions
or approvals have
been denied. Please also disclose the consequences to you and your
investors if you or
your subsidiaries (i) do not receive or maintain approvals, (ii)
inadvertently conclude that
such approvals are not required, or (iii) applicable laws,
regulations, or interpretations
change and you are required to obtain approval in the future.
4. We note your disclosure that you believe that you and your
subsidiaries are not required to
obtain approval from any PRC government authorities, including the
China Securities
Regulatory Commission and the Cybersecurity Administration of China,
to issue ordinary
shares to foreign investors. Please revise to disclose the basis for
your belief, including
how you came to this conclusion and the basis on which you made this
determination. Please also describe the consequences to you and your
investors if you or
your subsidiaries: (i) do not receive or maintain such permissions or
approvals,
(ii) inadvertently conclude that such permissions or approvals are not
required, or
(iii) applicable laws, regulations, or interpretations change and you
are required to obtain
such permissions or approvals in the future.
5. Please disclose whether your auditor is subject to the determinations
announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign
Companies
Accountable Act, the Accelerating Holding Foreign Companies
Accountable Act, and
related regulations will affect your company.
6. Revise your disclosure to quantify any dividends or distributions that
have been made to
date between the holding company and its subsidiaries, and their tax
consequences. Your
disclosure should make clear if no dividends or distributions have
been made between
your subsidiaries and your company to date, as your current disclosure
references only
cash flow and transfer of assets. Please also quantify dividends or
distributions made to
U.S. investors, their source and their tax consequences. If no
dividends or distributions
have been made to U.S. investors, please state this affirmatively.
Please also provide a
cross-reference to your consolidated financial statements.
Ngai Ngai Lam
FirstName LastNameNgai Ngai Lam
China Liberal Education Holdings Ltd
Comapany
April NameChina Liberal Education Holdings Ltd
1, 2022
April 31, 2022 Page 3
Page
FirstName LastName
7. Please include a more complete discussion of the restrictions on
foreign exchange and
your ability to transfer cash between entities, across borders, and to
U.S. investors, as well
as limitations on your ability to distribute earnings from the
company, including your
subsidiaries, to the parent company and U.S. investors. In this
regard, we note the more
detailed disclosure included on page 33 of your risk factor section
and under "Holding
Company Structure" on page 93. Please also clearly disclose that, to
the extent cash is
located in the PRC or within a PRC domiciled entity and may need to be
used to fund
operations outside of the PRC, the funds may not be available due to
limitations placed on
you by the PRC government.
8. Please revise the diagram of the company's corporate structure to
identify the person or
entity that owns the equity in each depicted entity. Identify clearly
the entity in which
investors are purchasing their interest and the entities in which your
operations are
conducted.
9. Please relocate your Summary of Risk Factors to appear immediately
under Item 3.
Where you discuss risks and uncertainties from "quickly evolving rules
and regulations in
China" please also state that such rules and regulations can change
quickly with little
advance notice. Where you note that the PRC government has significant
authority in
regulating your operations, please also state 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. Where you state
that oversight and control over securities offerings conducted
overseas could hinder your
ability to offer or continue to offer securities to investors, please
also state that it could
cause the value of such securities to significantly decline or become
worthless. Please
ensure similar disclosure is included in your related risk factors.
Item 3D. Risk Factors, page 9
10. We note your response in Comment 7 and your revised disclosure on page
32 that, in the
opinion of your PRC legal counsel, the CAC's cybersecurity review
measures do not
currently apply to your company. As you are relying on an opinion of
counsel, please
name counsel in the disclosure. Please also update your disclosure in
this section to
reflect the adoption and/or implementation of certain of the
regulations discussed in this
Risk Factor, including the CAC's cybersecurity review. Please also
disclose the
consequences to you and your investors if you or your subsidiaries (i)
do not receive or
maintain approvals, (ii) inadvertently conclude that such approvals
are not required,
or (iii) applicable laws, regulations, or interpretations change and
you are required to
obtain approval in the future.
11. We are unable to locate disclosure in response to comment seven. 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
Ngai Ngai Lam
China Liberal Education Holdings Ltd
April 1, 2022
Page 4
been issued by the CAC to date. To the extent you believe that the
regulations or policies
that have been issued to date by the CAC do not apply to you, please
affirmatively
disclose this and include the basis for your belief.
12. Please include risk factor disclosure about the risk of delisting under
the Holding Foreign
Companies Accountable Act if the PCAOB is unable to inspect your
auditor. In addition
to discussing the HFCAA, please also disclose that the United States
Senate has passed
the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non inspection years from three years to
two years, and thus,
would reduce the time before your securities may be prohibited from
trading or delisted.
Ensure your disclosure reflects that the Commission adopted rules to
implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong.
General
13. Please revise throughout to discuss the recent statements and regulatory
actions by China's
government, such as those related to the regulation of private schools,
tutoring institutions
and for-profit tutoring, and explain how they have impacted, or may
impact, the
company's ability to conduct its business and operations, accept foreign
investments, or
list on a foreign exchange. To the extent that you believe such
regulations do not apply to
any of the services you offer, please disclose this and explain the
basis for your belief.
Please also revise throughout to disclose the impact of such statements
and regulatory
actions on your partnering schools under the Sino-foreign Jointly
Managed Academic
Programs, and how the impact on these schools has or will affect your
financial condition
and results of operations.
14. Please update your disclosure throughout to reflect whether any of your
business lines are
on the most recent Negative List.
You may contact Ta Tanisha Meadows at 202-551-3322 or Joel Parker at
202-551-3651
if you have questions regarding comments on the financial statements and
related
matters. Please contact Janice Adeloye at 202-551-3034 or Erin Jaskot at
202-551-3442 with
any other questions.
Sincerely,
FirstName LastNameNgai Ngai Lam
Division of
Corporation Finance
Comapany NameChina Liberal Education Holdings Ltd
Office of Trade &
Services
April 1, 2022 Page 4
cc: Ying Li, Esq., Hunter Taubman Fischer & Li LLC
FirstName LastName