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October 13, 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
Form 20-F for the
Fiscal Year Ended December 31, 2021
Filed April 14,
2022
Response dated May
20, 2022
File No. 001-39259
Dear Ngai Ngai Lam:
We have reviewed your May 20, 2022 response to our comment
letter and your Form 20-
F filed on April 14, 2022 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
April 1, 2022 letter.
Form 20-F filed April 14, 2022
Introduction, page 4
1. We note that you carve
out Hong Kong from the definition of "China" and "PRC." In
future filings, please
clarify that the legal and operational risks associated with operating
in China also apply to
operations in Hong Kong.
Ngai Ngai Lam
FirstName LastNameNgai Ngai Lam
China Liberal Education Holdings Ltd
Comapany
October 13,NameChina
2022 Liberal Education Holdings Ltd
October
Page 2 13, 2022 Page 2
FirstName LastName
Item 3: Key Information, page 7
2. We note your disclosure on page 31 stating that you are not a Chinese
operating company,
but a Cayman Islands holding company with operations conducted by your
subsidiaries
based in China. In future filings, please include this disclosure at
the beginning of Item
3.
3. In future filings, clearly disclose at the beginning of Item 3 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. Also
disclose the entity in
which investors are purchasing an interest.
4. We note your disclosure on page 32 regarding the legal and operational
risks associated
with having a substantial majority of your operations in China. In
future filings, please
include this disclosure at the beginning of Item 3. Please also
disclose in Item 3 that your
auditor is not subject to the determinations announced by the PCAOB on
December 16,
2021 and whether and how the Holding Foreign Companies Accountable
Act, the
Accelerated Holding Foreign Companies Accountable Act, and related
regulations will
affect your company. Include cross-references to the specific risk
factors discussing these
risks.
5. We note your disclosure on page 32 regarding permissions required from
PRC authorities.
In future filings, please include this disclosure at the beginning of
Item 3. Please 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. Please also revise your disclosure so that it is not limited
only to those
permissions or approvals that you believe are material. Please also
revise to clarify, if true,
that you do not need any other license or approval for your operations
in China or Hong
Kong.
6. We note your disclosure on page 34 relating to transfers of cash
through your
organization. In future filings, please include this disclosure at the
beginning of Item 3.
In addition, please disclose under Item 3 whether any transfers,
dividends or distributions
have been made to date between the holding company and its
subsidiaries, and quantify
the amounts where applicable. We note that your disclosure on page 34
only discusses
dividends or distributions made to shareholders or U.S. investors.
7. We note your disclosure on page 34 regarding the ability to use cash
in a PRC entity to
fund operations outside of the PRC. In future filings, please include
this disclosure at the
beginning of Item 3. In your disclosure under Item 3, as well as in
the summary risk
factors and risk factors, state that to the extent cash or assets in
the business is in the PRC
or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not
be available to
fund operations or for other use outside of the PRC or Hong Kong due
to interventions in
or the imposition of restrictions and limitations on the ability of
you or your subsidiaries
Ngai Ngai Lam
China Liberal Education Holdings Ltd
October 13, 2022
Page 3
by the PRC government to transfer cash or assets. Provide cross
references to the related
discussions elsewhere in the annual report.
8. We note your disclosure on page 33 regarding limitations on your ability
to transfer cash
between you or your subsidiaries. In future filings, please include this
disclosure at the
beginning of Item 3. Provide a cross-reference to your discussion of
this issue in the
summary risk factors and risk factors sections, as well.
9. We note the corporate structure chart included on page 33. In future
filings, please
include this chart at the beginning of Item 3. Please also revise the
chart to identify the
person or entity that owns the equity in each depicted entity, including
China Liberal
Education Holdings Limited (Cayman). Identify clearly the entity in
which investors own
their interest and the entities in which the company's operations are
conducted.
You may experience difficulties in effecting service of legal process..., page
22
10. In future filings, please revise to name the directors, officers, and
members of senior
management that are located in the PRC (including Hong Kong).
Separately, please revise
your disclosure under Item 3 to similarly name such individuals and
highlight the issues
associated with the enforceability of civil liabilities against foreign
persons, as addressed
in this risk factor.
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
October 13, 2022 Page 3
cc: Ying Li, Esq., Hunter Taubman Fischer & Li LLC
FirstName LastName