0001477932-23-003610 | 20-F | XBRL Viewer | China Liberal Education Holdings LTD

Schedule of accounts receivable

	December 31,			December 31,
	2022			2021

Accounts receivable - tailored job readiness training services	$	1,503,452		$	1,363
Accounts receivable - course fee receivable		93,206			-
Accounts receivable - smart campus projects		50,144			-
Accounts receivable - Sino-foreign Jointly Managed Academic Programs		-			2,398,821
Accounts receivable - Overseas Study Consulting Services		-			62,366
Sub-total		1,646,802			2,462,550
Less: allowance for doubtful accounts		(598,993	)		-
Accounts receivable, net	$	1,047,809		$	2,462,550

CONCENTRATIONS

12 Months Ended

Dec. 31, 2022

CONCENTRATIONS

CONCENTRATIONS

NOTE 20 — CONCENTRATIONS

For the year ended December 31, 2022, two customers accounted for approximately 15.8% and 13.0% of the Company’s total revenue, respectively. For the year ended December 31, 2021, two customers accounted for approximately 48.4% and 36.0% of the Company’s total revenue, respectively. For the year ended December 31, 2020, three customers accounted for approximately 45.3%, 30.1% and 12.2% of the Company’s total revenue, respectively.

As of December 31, 2022, three customers accounted for 39.8%, 18.0% and 14.5% of the total outstanding accounts and contracts receivable balance. As of December 31, 2021, two customers accounted for 79.6% and 17.7% of the total outstanding accounts and contracts receivable balance.

For the year ended December 31, 2022, there was no supplier accounted for more than 10% of the total purchases. For the year ended December 31, 2021, there was no supplier accounted for more than 10% of the total purchases. For the year ended December 31, 2020, one supplier accounted for approximately 33.1% of the total purchases.

SHAREHOLDERS EQUITY (Details Narrative) - USD ($)			1 Months Ended					12 Months Ended
SHAREHOLDERS EQUITY (Details Narrative) - USD ($)	Oct. 14, 2022	May 12, 2020	Apr. 18, 2022	Feb. 20, 2022	Dec. 16, 2021	Apr. 19, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	May 14, 2021
Ordinary shares authorized								50,000,000	50,000,000
Ordinary shares par value	$ 0.001				$ 0.001			$ 0.001	$ 0.001
Registration Statement, description							Form F-1 to register 6,000,000 ordinary shares of the Company in an effort to offer these shares to potential investors and raise funds as working capital and potential future acquisitions.
Ordinary sharers granted	2,750,000				1,500,000
Ordinary sharers issued								31,598,333	13,848,333
Ordinary sharers outstanding								31,598,333	13,848,333
Proceeds from issuance of shares, net								$ 11,989,949	$ 29,047,088	$ 5,405,451	$ 0
Fair value of ordinary share granted	$ 2,832,500				$ 2,235,000
Share-based compensation expense	$ 2,832,500				$ 2,235,000
Independent directors [Member]
Ordinary shares par value												$ 0.001
Ordinary sharers granted												15,000
Fair value of ordinery shares												$ 53,250
Chief executive officer and chairperson [Member]
Ordinary shares par value				$ 0.001
Ordinary sharers issued				2,000,000
Price per share				$ 1.50
Proceeds from issuance of offering, gross				$ 3,000,000.0
Aggregate purchase price				$ 3,000,000.0
Initial Public Offering [Member]
Ordinary shares par value		$ 6.00				$ 0.001
Ordinary sharers issued		1,333,333				6,000,000
Proceeds from issuance of shares, net		$ 5,400,000
Proceeds from issuance of shares, gross		$ 8,000,000
Private Placement [Member]
Ordinary sharers issued			6,000,000
Price per share			$ 1.50
Proceeds from issuance of offering, gross			$ 9,000,000.0
Common Stocks
Price per share						$ 5.0
Proceeds from issuance of offering, gross						$ 29,000,000

ORGANIZATION AND BUSINESS DESCRIPTION (Details)	12 Months Ended
ORGANIZATION AND BUSINESS DESCRIPTION (Details)	Dec. 31, 2022
Subsidiary Four [Member]
Name of Entity	China Liberal Beijing
Date of incorporation	Aug. 08, 2011
Place of incorporation	Beijing, PRC
% of Ownership	100.00%
Principal Activities	Education service provider
Subsidiary One [Member]
Name of Entity	China Liberal
Date of incorporation	Feb. 25, 2019
Place of incorporation	Cayman Islands
% of Ownership	Parent
Principal Activities	Investment holding
Subsidiary Three [Member]
Name of Entity	Boya Hong Kong
Date of incorporation	May 11, 2011
Place of incorporation	Hong Kong
% of Ownership	100.00%
Principal Activities	Investment holding
Subsidiary Five Member
Name of Entity	China Liberal Fujian
Date of incorporation	Apr. 19, 2021
Place of incorporation	Fuzhou, PRC
% of Ownership	100.00%
Principal Activities	Education service provider
Subsidiary Two [Member]
Name of Entity	Yi Xin BVI
Date of incorporation	Oct. 19, 2010
Place of incorporation	BVI
% of Ownership	100.00%
Principal Activities	Investment holding
Subsidiary Six [Member]
Name of Entity	Oriental Wisdom
Date of incorporation	Aug. 17, 2009
Place of incorporation	Beijing, PRC
% of Ownership	100.00%
Principal Activities	Education service provider
Subsidiary Seven [Member]
Name of Entity	Wanwang
Date of incorporation	Mar. 23, 2018
Place of incorporation	BVI
% of Ownership	100.00%
Principal Activities	Holding company
Subsidiary Eight [Member]
Name of Entity	Wan Zhong (H. K.) Education Investment Co., Ltd (“Wan Zhong”)
Date of incorporation	Jul. 20, 2016
Place of incorporation	Hong Kong
% of Ownership	100.00%
Principal Activities	Holding company
Subsidiary Nine [Member]
Name of Entity	Fujian Wanzhong Education Investment Management Co., Ltd (“Fujian Wanzhong”)
Date of incorporation	Dec. 12, 2008
Place of incorporation	Fujian, China
% of Ownership	100.00%
Principal Activities	Holding company
Subsidiary Ten [Member]
Name of Entity	Aiways Automobile
Date of incorporation	Sep. 29, 2022
Place of incorporation	Cayman Islands
% of Ownership	100.00%
Principal Activities	Investment holding
Subsidiary Eleven [Member]
Name of Entity	Aiways Merger Sub
Date of incorporation	Sep. 29, 2022
Place of incorporation	Cayman Islands
% of Ownership	100.00%
Principal Activities	Investment holding
Subsidiary Twelve [Member]
Name of Entity	FMP
Date of incorporation	Jan. 24, 2017
Place of incorporation	Fujian, China
% of Ownership	100.00%
Principal Activities	Education program to college students
Subsidiary Thirteen [Member]
Name of Entity	Strait College
Date of incorporation	Sep. 01, 2009
Place of incorporation	Zhejiang, China
% of Ownership	100.00%
Principal Activities	Education program to college students

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

Accounts and contracts receivable, net

Basis of consolidation

The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company balances and transactions are eliminated upon consolidation.

Risks and Uncertainties

The main operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

Uses of estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable and contracts receivable, advances to suppliers, valuation allowance for deferred tax assets, provision necessary for contingent liabilities and revenue recognition. Actual results could differ from those estimates.

Liquidity

For the years ended December 31, 2022 and 2021, the Company had a net loss. For the year ended December 31, 2021, the Company had a negative cash flow from operations. As of December 31, 2022, the Company had cash of approximately $13.7 million. The Company’s liquidity is influenced by the level of its operations, the numerical volume and dollar value of its sales contracts, the progress of execution on its customer contracts, and the timing of accounts receivable collections. Management believes that the Company’s current cash as of December 31, 2022 will be sufficient to meet its working capital needs for at least the next 12 months from the date of this filing.

The Company intends to finance its future working capital requirements and capital expenditures from cash generated from operating activities. However, the Company may seek additional financings, to the extent required, and there can be no assurances that such financing will be available on favorable terms or at all.

Cash

Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. The Company maintains most of its bank accounts in the PRC and Hong Kong. Cash maintained in banks within the PRC of less than RMB0.5 million (equivalent to $72,493) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China. Cash maintained in banks in Hong Kong of less than HKD0.5 million (equivalent to $64,090) per bank are covered by “deposit insurance scheme” oversee by a statutory body, Hong Kong Deposit Protection Board, established under the Deposit Protection Scheme Ordinance. As of December 31, 2022 and 2021, cash at bank in Hong Kong amounted to $11.7 million and $31.9 million, respectively.

Account receivables are recorded net of allowance for uncollectible accounts.

The Company determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trend. The allowance is based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of December 31, 2022 and 2021, allowance for doubtful accounts was $0.6 million and nil, respectively.

Advances to suppliers

Advance to suppliers consists of balances paid to suppliers that have not been provided or received. The Company makes advance payment to suppliers for purchase of equipment and devices in order to undertake the “smart campus” consulting projects for customers. Advances to suppliers are short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2022 and 2021, there was no allowance recorded as the Company considers all of the advances to be fully realizable.

Inventories

Inventories as of December 31, 2022 and 2021 mainly consists of computer components to be sold within our Technological Consulting and Support Services revenue stream. Inventories are stated at the lower of cost or net realizable value. Costs include the cost of raw materials, freight, direct labor and related production overhead. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.

Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. The Company evaluates inventories on a yearly basis for its net realizable value adjustments, and reduces the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value based on various factors including aging and future demand of each type of inventories. The Company recorded inventory reserve of $6,308 and $1,114 as of December 31, 2022 and 2021, respectively.

Lease

The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of- use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its borrowing rates set by the Central Bank of the People’s Republic of China, determined by class of underlying asset, to discount the lease payments.

The Company leases premises for offices under non-cancellable operating leases. Right-of-use assets are expensed over the term of lease. The Company leases do not include options to extend nor any restrictions or covenants. The Company has historically been able to renew its office leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease.

Impairment for long-lived assets

Long-lived assets with finite lives, primarily property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition below are the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets as of December 31, 2022 and 2021.

Fair value of financial instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

	·	Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	·	Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

	·	Level 3 — inputs to the valuation methodology are unobservable.

Unless otherwise disclosed, the fair value of the Company’s financial instruments as of December 31, 2022 and 2021 based upon the short-term nature of the assets and liabilities. The fair value of the contracts receivable also approximates their carrying amount because the receivables were derived from fixed-price contracts and will be settled by cash.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is provided using the straight-line method over their expected useful lives, as follows:

		Useful life
Office equipment and furniture		5 years
Building		50 years
Transportation vehicles		5 years
Electronic equipment		5 years

Construction-in-progress represents property and buildings under construction and consists of construction expenditures, equipment procurement, and other direct costs attributable to the construction. Construction-in-progress is not depreciated. Upon completion and ready for intended use, construction-in-progress is reclassified to the appropriate category within property, plant, and equipment.

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and other comprehensive income in other income or expenses.

Land use rights

Land use rights are stated at cost less accumulated amortization, which are amortized using the straight-line method with the estimated useful lives of 50 years.

Goodwill

In accordance with ASC 350, Intangibles - Goodwill and Other, the Company assesses goodwill for impairment annually as of December 31, and more frequently if events and circumstances indicate that goodwill might be impaired.

Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill.

Traditionally, goodwill impairment testing is a two-step process. Step one involves comparing the fair value of the reporting units to its carrying amount. If the carrying amount of a reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two involves calculating an implied fair value of goodwill.

The Company determines the fair value of its reporting units using an income approach. Under the income approach, the Company determined fair value based on estimated discounted future cash flows of each reporting unit. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and EBITDA margins, discount rates and future market conditions, among others.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year from acquisition date.

Intangible assets

Intangible assets consist primarily of online courses and software copyrights. Intangible assets are stated at cost less accumulated amortization, which are amortized using the composite life method with the estimated useful lives of 10 years.

Accounts payable

Accounts payable represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are paid on normal commercial terms.

Borrowings

Borrowings are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method.

Contingent consideration

The Company accounts for “contingent consideration” according to FASB ASC 805, “Business Combinations” (“FASB ASC 805”). Contingent consideration typically represents the acquirer’s obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at the acquisition-date fair value as part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree, if specified future events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration, if specified conditions are met.

Revenue recognition

The Company’s revenues are primarily derived from providing a wide range of educational services and programs to customers, as disclosed below.

Revenues are reported net of all value added taxes.

To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company generates its revenue from the following sources:

Sino-foreign Jointly-Managed Academic Programs

The Company recommends and coordinates accredited international universities / colleges to forge partnerships with Chinese host universities / colleges to establish international education programs at degree level. Chinese host universities / colleges then utilize their existing administrative ability, campus classrooms and facilities to recruit Chinese students into such programs. The Company also selects, recruits and appoints qualified foreign faculty to teach major courses at selected Chinese host universities / colleges and bears all faculty related costs, provides continuing support to foreign faculty, develops and delivers major course content and materials to ensure teaching quality meeting international standards, and to optimize students’ learning outcome and to prepare them for further education overseas and help them with course credit conversion in the event that any student decides to pursue further study overseas. The Company actively supports and interacts with enrolled students throughout their programs to ensure successful program completion. The Company’s contracts with host Chinese universities / colleges are fixed price contracts, pursuant to which, the Company is to receive a fixed portion of tuition for services rendered. As a result of performing the above-mentioned services, the Company is entitled to receive 30% to 50% of such student tuitions depending on the universities / colleges and the jointly managed academic programs, which are collected first by Chinese host universities / colleges from enrolled students at the beginning of each academic school year, and then remitted to the Company.

With respect to Sino-foreign Jointly Managed Academic Programs, the Company is not involved in recruiting students, collecting refunding tuition when students dropout, all of which are handled by the host universities / colleges. The host universities / colleges normally offer tuition refund if a student drops out from school within the first month of each academic school year. Collected tuition fees become non-refundable after the one-month refund policy window. Historically, for students enrolled under the Sino-foreign Jointly Managed Academic Programs, the average student dropout rate was below 1%. The Company’s contracts with Chinese host universities / colleges provide that (1) the host universities / colleges will withhold the tuition collected from students for one to three months after the academic school year starts in September, and then remit the portion of tuition fees to the Company after the student headcounts have been finalized, and (2) the portion of tuition fee that the Company is entitled to receive is calculated based on the final actual number of students retained with the universities / colleges after any student dropout has been adjusted. Accordingly, any tuition refund has already been deducted by host universities / colleges before the Company receives its portion of the tuition fees. For accounting purposes, at the beginning of each academic school year, the Company initially accrues the estimated refund based on an historical 1% student dropout rate, and makes subsequent true-up adjustments after the final number of students retained with the host universities / colleges is determined. Such adjustments were immaterial for the years ended December 31, 2022, 2021 and 2020, respectively.

Revenue recognition (continued)

Sino-foreign Jointly-Managed Academic Programs (continued)

The Company’s contracts with Chinese host universities / colleges provide that foreign teachers assigned by the Company should be substituted, and teaching textbooks, course materials and curriculums should be adjusted in a timely manner in order to ensure a satisfactory teaching result. The Chinese host universities / colleges have the right to withhold the Company’s portion of the tuition if the Company does not take corrective action when the Company’s service deficiency is identified. Any costs related to teacher substitution, textbooks, course materials and curriculums adjustment should be borne by the Company. The Company maintains active communications with the host universities / colleges in order to obtain feedback on the quality of the services performed. Any service deficiency is being corrected and improved in a timely manner so as to achieve satisfactory long-term cooperation with the host universities / colleges. Historically, as a result of timely interaction with the host universities / colleges to address any service deficiency and to improve the teaching result, there were no estimable tuition withhold from the host universities / colleges that needs to be accrued. There were no complaints received from the host universities / colleges with respect to the Company’s services for the years ended December 31, 2022, 2021 and 2020 which required material adjustment to the amount of fees received by the Company.

The tuition fees received by the Company are initially recorded as deferred revenue and recognized ratably over applicable academic year as the Company’s performance obligations related to teaching, management and other supporting services are carried out over the whole academic year.

Sales of textbooks and course materials

In order to ensure the quality of the course content to meet international standards, the Company has developed, edited, and published 12 English textbooks and course materials with emphasis on language training, and sells these textbooks and course materials to students enrolled under the Sino-foreign joint education programs. Revenue from sales of textbooks and related course materials is recognized upon delivery of textbooks and course materials, which is when the risks and titles are transferred and the Company’s performance obligation is satisfied.

Revenue recognition (Continued)

Overseas Study Consulting Service

The Company’s Overseas Study Consulting Services target those students who wish to study in foreign countries to enrich their learning experiences and to expand their horizon and employment possibilities. The Company’s overseas study consulting services are typically performed under one-on-one private tutoring model with duration of four to six months. The Company provides school information to help students make informed decisions about which institution and major to choose from, help them prepare for school application and admission; provides study plans, language training and test preparation courses to help students improve their foreign language ability and help them achieve higher scores in international admission and assessment tests. The Company also helps students on visa application and paperwork, and offers overseas extended services such as finding accommodation and travel assistance. In connection with these services, the Company collects an up-front fee based on the scope of consulting services requested by students. 90% of the consulting service fee collected is non-refundable, and is recognized ratably as revenue over the service period, while 10% of the consulting fee is refundable and is deferred and recognized as revenue when students are successfully admitted by foreign institution and student visas are granted.

Revenue recognition (Continued)

Technological Consulting and Support Services

The Company’s technological consulting services utilize the advanced information technology such as cloud computing, mobile internet and big data analytics to provide total solutions to targeted Chinese universities / colleges in order to integrate and improve their teaching, research, student data management, storage and processing, and campus life services, and to optimize their teaching and operating environment and improve operational efficiency. Since late 2020, the Company also started to provide technical support services to business entities in addition to universities/ colleges to help customers to construct and establish multi-location video conference center and other technical solutions. The Company’s technological consulting and support service contracts are primarily on a fixed-price basis, which require the Company to perform services including project planning, project solution and design, data management application customization, installations of hardware equipment and components for digital classrooms and academic experiment centers or labs, integration of hardware and software application, and post-contract continuous maintenance support, based on the specific needs from each customer. Upon delivery of services, project completion inspection and customer acceptance are generally required. In the same contract, it may also include provisions that require the Company to provide post-contract maintenance support for a period ranging from several months to three years after customized solutions and services are delivered.

In addition, some of the Company’s technological consulting service contracts include a difference in timing of when control is, or is deemed to be, transferred and the collection of cash receipts, which are collected over the term of the service arrangement. The timing difference could result in a significant financing component for performance obligations. If a significant financing component is identified, the future cash flows included in the transaction price allocated to the performance obligations are discounted using a discount rate compared to a market-based borrowing rate specific to both the customer and terms of the contract. The resulting present value of the allocated future cash flows is recorded as revenue while the discount amount is considered to be the significant financing component. Future cash flows received from the customer related to the performance obligations are bifurcated between principal repayment of the receivable and the related imputed interest income related to customer financing. The interest income is recorded as financing income within the consolidated statements of income and comprehensive income as providing financing to the customers is a core component under such contracts.

Revenue recognition (Continued)

Technological Consulting and Support Services (continued)

We evaluate “smart campus” solution service contracts and determines whether these contracts contain multiple performance obligations. A performance obligation is a promise to transfer to the customer either (1) a good or service (or a bundle of goods or services) that is distinct; or (2) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Performance obligations in the agreements are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services or goods is separately identifiable from other promises in the contract.

We determine “smart campus” solution and application customization service, installations of hardware and software components, and post-contract continuous maintenance support, as separate performance obligations in the same fixed-fee contract, because our promise to transfer each of these services is separately identifiable from other promises in the contract and the customer can benefit from each service or goods deliver either on its own or together with other resources that are readily available. We allocate contract revenue to the identified separate units based on their relative standalone selling price. The standalone selling price is the price at which an entity would sell a promised good or service separately to a customer. Revenue associated with post-contract continuous maintenance support performance obligation is recognized over the time. Revenue associated with the solution and application customization service and installations of hardware and software components are recognized at a point in time upon completion of the performance obligation is satisfied and accepted by the customers. In instances, where substantive completion inspection and customer acceptance provisions are specified in contracts, revenues are deferred until all inspection and acceptance criteria have been met.

Tailored job readiness training services

In late 2019, the Company also started to provide tailored job readiness training services to graduating students from the appropriate partner schools so that such students would be better equipped to serve the employer at their respective job positions. Similar to Sino-foreign jointly-managed academic programs, the Company forges partnerships with selected Chinese vocational schools or colleges to provide tailored job readiness training services to students. The partner schools utilize their existing administrative ability, campus classrooms and facilities to recruit students into such training programs. The Company selects, recruits and appoints qualified faculty, trainers or professionals to provide trainings and bears related costs, develops and delivers major training content and materials to students to optimize their learning outcome, improve their social and technical skills, coordinate with employers to provide internship job opportunities to students and eventually help students to find appropriate jobs after completion of the trainings and graduation. The Company actively supports and interacts with enrolled students to ensure successful completion of the trainings, which normally takes several months up to three years. The Company’s contracts with partner schools are fixed price contracts, pursuant to which, the Company is to receive a fixed portion of training fees for services rendered. The training fees are collected first by partner schools from enrolled students before the training services get started, and then remitted to the Company. The Company initially records such training service fees as deferred revenue and ratably recognized it as revenue over the training service period as the Company’s performance obligations related to teaching, training, management and other supporting services are carried throughout the training period.

Course fees

Course fees are generally received in advance prior to the beginning of each applicable course or program. Course fees are recognized proportionately over the terms of the applicable course or program because the students simultaneously receive and consume the benefits provided by the Company. The portion of course fees received from students but not earned is recorded as deferred revenue. Revenues are reported net of all value added taxes.

Revenue recognition (Continued)

Contract Balances and Remaining Performance Obligations

Contract balances typically arise when a difference in timing between the transfer of control to the customer and receipt of consideration occurs.

The Company’s contract assets, consist primarily of account receivable related to providing educational services associated with technological consulting services for smart campus solutions to Chinese universities / colleges, in which the Company’s contracted performance obligations have been satisfied, amount billed and the Company has an unconditional right to payment.

The Company had contract assets of nil and $2.0 million as of December 31, 2022 and 2021, respectively, primarily derived from providing technological consulting services for smart campus solutions to Chinese universities / colleges.

Revenue recognition (Continued)

Contract Balances and Remaining Performance Obligations (continued)

The Company’s deferred revenue, which are reflected in its consolidated balance sheets as contract liabilities of $7.8 million and $0.3 million as of December 31, 2022 and 2021, respectively, consist primarily of the unsatisfied performance obligations as of the balance sheet dates. The contract liabilities balance as of December 31, 2022 primarily consisted of $7.5 million deferred revenue associated with course fees and $0.3 million deferred revenue associated with tailored job readiness training services. The deferred revenue balance as of December 31, 2021 primarily consisted of deferred revenue associated with Overseas Study Consulting Services.

Income taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2022, 2021 and 2020. The Company does not believe there was any uncertain tax provision as of December 31, 2022 and 2021.

The Company’s operating subsidiaries in China are subject to the income tax laws of the PRC. No significant income was generated outside the PRC for the fiscal years ended December 31, 2022, 2021 and 2020. As of December 31, 2022, all of the tax returns of the Company’s PRC subsidiaries remain open for statutory examination by PRC tax authorities.

Value Added Tax ("VAT")

The PRC government implemented a value-added tax reform pilot program, which replaced the business tax with VAT on selected sectors including but not limited to education in Beijing effective September 1, 2012. In August 2013, the pilot program was expanded nationwide in certain industries. Since May 2016, the change from business tax to VAT are expanded to all other service sectors which used to be subject to business tax. The VAT rates applicable to the Company’s PRC subsidiaries ranged from 3% to 6%.

Share-based compensation

The Company applies ASC 718 (“ASC 718”), Compensation - Stock Compensation, to account for its employee share-based payments. In accordance with ASC 718, the Company determines whether an award should be classified and accounted for as a liability award or an equity award. All the Company’s share-based awards to employees were classified as equity awards.

In accordance with ASC 718, the Company recognizes share-based compensation cost for equity awards to employees with a performance condition based on the probable outcome of that performance condition. Compensation cost is recognized if it is probable that the performance condition will be achieved.

A change in any of the terms or conditions of the awards is accounted for as a modification of the awards. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards and other pertinent factors at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. When the vesting conditions (or other terms) of the equity awards granted to employees are modified, the Company first determines on the modification date whether the original vesting conditions were expected to be satisfied, regardless of the entity’s policy election for accounting for forfeitures. If the original vesting conditions were not expected to be satisfied, the grant date fair value of the original equity awards are ignored and the fair value of the equity awards measured at the modification date are recognized if the modified awards ultimately vest.

The Company uses the accelerated method to recognize compensation expense for all awards granted. The Company determined the fair value of the awards granted to employees. The Group adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”) and elected to account for forfeitures as they occur.

Earnings per Share

Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended December 31, 2022, 2021 and 2020, there were no dilutive shares.

Related parties

Parties, which can be a corporation or individuals, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Foreign currency translation

The functional currency for China Liberal, Yi Xin BVI, Wanwang, Boya Hong Kong and Wan Zhong is the U.S Dollar (“US$”). However, China Liberal, Yi Xin BVI, Wanwang, Boya Hong Kong and Wan Zhong currently only serve as the holding companies and did not have active operation as of December 31, 2022. The Company operates primarily through its subsidiaries and the affiliated entities in the PRC, and the functional currency for these companies in China is the Chinese Yuan (“RMB”). The Company’s consolidated financial statements have been translated into the reporting currency US$. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average rate of exchange during the reporting period. The resulting translation adjustments are reported under other comprehensive income (loss). Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the results of operations.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	December 31,	December 31,	December 31,
	2022	2021	2020
Year-end spot rate	US$1=RMB6.8972	US$1=RMB6.3640	US$1=RMB6.5250
Average rate	US$1=RMB6.7526	US$1=RMB6.4441	US$1=RMB6.8878

Comprehensive income (loss)

Comprehensive income consists of two components, net income and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive income (loss) in the consolidated statements of income and comprehensive income.

Comprehensive income

Statement of Cash Flows

In accordance with ASC 230, “Statement of Cash Flows”, cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 was subsequently amended by Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Accounting Standards Update 2019-04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, and Accounting Standards Update 2019-05, Targeted Transition Relief. In November 2019, the FASB issued ASU 2019-10, which extends the effective date for adoption of ASU 2016-13. Accordingly, for public entities that are not smaller reporting entities, ASU 2016-13 and its amendments is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For all other entities, this guidance and its amendments will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an emerging growth company, the Company plans to adopt this guidance effective January 1, 2023. The Company is currently evaluating the impact of the pending adoption of ASU 2016-13 on the Company’s consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06). The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts in an entity’s own equity, and simplify the related diluted net income per share calculation for both Subtopics. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for smaller reporting companies, as defined by the SEC. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact of this ASU on its consolidated financial statements and disclosures.

TAXES (Tables)

12 Months Ended

Dec. 31, 2022

TAXES

Schedule of income tax provision

	December 31,		December 31,		December 31,
	2022		2021		2020
Current tax provision
Cayman	$	-	$	-	$	-
BVI		-		-		-
Hong Kong		-		-		-
PRC		460,040		300,034		303,246
Total current tax provision	$	460,040	$	300,034	$	303,246
Deferred tax provision
Cayman	$	-	$	-	$	-
BVI		-		-		-
Hong Kong		-		-		-
PRC		-		-		-
Total deferred tax provision		-		-		-
Income tax provision	$	460,040	$	300,034	$	303,246

	December 31,			December 31,			December 31,
	2022			2021			2020
China Income tax statutory rate	(25.0		%)		25.0	%		25.0	%
Permanent difference		23.1	%		1.1	%		0.6	%
Effect of PRC preferential tax treatment	(31.5		%)	(9.9		%)	(10.0		%)
Non-PRC entities not subject to PRC income tax		70.8	%		15.4	%		4.5	%
Effective tax rate		37.4	%		31.6	%		20.1	%

	December 31,		December 31,
	2022		2021
Income tax payable	$	865,605	$	517,272
Value added tax payable		475,861		221,243
Other taxes payable		13,499		2,451
Total taxes payable	$	1,354,965	$	740,966

LAND USE RIGHTS, NET (Tables)

12 Months Ended

Dec. 31, 2022

LAND USE RIGHTS, NET

Schedule of Land use rights, net

	December 31,			December 31,
	2022			2021
Land use rights	$	1,762,469			-
Less: accumulated amortization		(493,033	)		-
Land use rights, net	$	1,269,436			-

Schedule of estimated future amortization expense

	Amortization
	expense
Fiscal 2023	$	35,249
Fiscal 2024		35,249
Fiscal 2025		35,249
Fiscal 2026		35,249
Fiscal 2027		35,249
Thereafter		1,093,191
Total	$	1,269,436

SHORT-TERM BANK LOAN

12 Months Ended

Dec. 31, 2022

SHORT-TERM BANK LOAN

SHORT-TERM BANK LOAN

NOTE 13 – SHORT-TERM BANK LOAN

Short-term bank loan consists of the following:

	December 31,		December 31,
	2022		2021
Short-term bank loan
China Construction Bank	$	20,784		-
Total short-term bank loan	$	20,784		-

The following table summarizes the loan commencement date, loan maturity date, loan amount in RMB and its equivalent to the United States dollar, and the effective interest rate of unsecured short-term bank loan:

Loan

Effective

commencement

maturity

amount

interest

For the year ended December 31, 2022

date

in RMB

in USD

rate

Unsecured short-term bank loan

China Construction Bank

April 27, 2022

April 27, 2023

143,353

20,784

4.70

Total unsecured short-term bank loan

143,353

20,784

CONTRACT ASSETS NET (Details 1) - USD ($)	12 Months Ended
CONTRACT ASSETS NET (Details 1) - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Contract assets	$ 2,000,000.0	$ 0
2019 FMP Contract [Member]
Contract assets	1,358,340
Maintenance fees	391,737
Total	1,750,077
Less: current portion of contract assets	1,750,077
Non-current portion	$ 0
Contracted payment due date	Dec. 31, 2022
2017 FMP Contract [Member]
Maintenance fees	$ 209,724
Total	209,724
Less: current portion of contract assets	209,724
Non-current portion	$ 0
Contracted payment due date	Dec. 31, 2022

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 13,650,071	$ 32,678,421
Account receivables, net	1,047,809	2,462,550
Contract assets	0	2,014,146
Advance to suppliers	44,105	4,525,794
Prepayment to acquire subsidiaries	0	1,492,772
Inventories, net	193,738	201,091
Prepaid expenses and other current assets, net	3,475,714	175,956
TOTAL CURRENT ASSETS	18,411,437	43,550,730
NON-CURRENT ASSETS
Goodwill	73,676,370	0
Property and equipment, net	10,194,930	35,384
Land use right, net	1,269,436	0
Intangible assets, net	423,272	0
Right-of-use assets	13,107	47,617
TOTAL NON-CURRENT ASSETS	85,577,115	83,001
TOTAL ASSETS	103,988,552	43,633,731
Account payables	878,429	169,137
Contract liabilities	7,772,227	291,833
Short-term bank loans	20,784	0
Taxes payable	1,354,965	740,966
Due to related parties	390,550	23,557
Lease liability	10,887	47,617
Loans from third parties	975,716	0
Accrued expenses and other current liabilities	8,584,892	402,233
TOTAL CURRENT LIABILITIES	19,988,450	1,675,343
NON-CURRENT LIABILITY
Contingent consideration	21,515,801	0
TOTAL LIABILITY	41,504,251	1,675,343
SHAREHOLDERS' EQUITY
Ordinary shares, $0.001 par value, 50,000,000 shares authorized, 31,598,333 and 13,848,333 shares issued and outstanding at December 31, 2022 and 2021, respectively	31,598	13,848
Additional paid-in capital	63,191,010	40,686,311
Statutory reserve	1,006,384	719,804
(Accumulated losses) retained earnings	(1,828,205)	147,278
Accumulated other comprehensive income	83,514	391,147
Total shareholders' equity	62,484,301	41,958,388
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 103,988,552	$ 43,633,731

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 22 — SUBSEQUENT EVENTS

On November 2, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with AIWAYS, a global new energy vehicle brand, pursuant to which AIWAYS will merge with a wholly-owned subsidiary of the Company, and the issued and outstanding share capital of AIWAYS will be cancelled in exchange for newly issued shares of the Company on the terms and conditions set forth therein in a transaction exempt from the registration requirements under the Securities Act of 1933, as amended (the “Transaction”). Upon consummation of the Transaction, AIWAYS will become a wholly-owned subsidiary of the Company, and the existing AIWAYS shareholders and existing Company shareholders will own approximately 99.2% and 0.8%, respectively, of the outstanding shares of the combined company. For the purposes of consummating the transactions contemplated by the Merger Agreement, Aiways Automobile and Aiways Merger Sub were both formed on September 29, 2022.

On April 30, 2023, pursuant to Section 10.01(f) of the Merger Agreement, the Company tendered its notice to terminate the Merger Agreement and the transactions contemplated therein, effective from the date thereof. By virtue of terminating the Merger Agreement, the Support Agreement and the Company Voting Agreement, as such terms were defined in the Merger Agreement, were also terminated.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net (loss) income	$ (1,688,903)	$ (1,249,881)	$ 1,208,696
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation of property and equipment	638,612	18,652	15,891
Amortization of intangible assets	32,365	0
Amortization of land use right	15,690	0	0
Non-cash lease expenses	86,911	91,386	41,524
Loss from disposal of property and equipment	0	607	37,468
Share-based compensation	2,832,500	2,288,251	0
Changes in operating assets and liabilities:
Accounts receivable, net	1,932,649	(1,504,828)	(343,165)
Contract receivable, net	1,898,236	2,781,603	(719,615)
Advance to suppliers	4,223,766	(4,355,926)	756,846
Inventory, net	(8,368)	199	(185,985)
Prepaid expenses and other current assets	(3,050,385)	33,653	128,658
Accounts payable	(3,438,152)	40,239	66,961
Contract liabilities	8,336,652	462,253	(421,834)
Taxes payable	649,753	90,150	191,373
Operating lease liabilities	97,222	(67,754)	(60,907)
Accrued expenses and other current liabilities	(12,134,951)	(40,842)	(80,097)
Net cash provided by (used in) operating activities	423,597	(1,412,238)	635,814
Purchase of property and equipment	(612,955)	(4,439)	(21,230)
Prepayment for acquisitions	0	(1,474,217)	0
Advance to a related party	0	0	(1,374,895)
Acquisitions of subsidiaries, net of cash	(31,938,273)	0	0
Repayment of advance from related parties	0	1,471,113	0
Net cash used in investing activities	(32,551,228)	(7,543)	(1,396,125)
Proceeds from advance from a related party	0	9,415	0
Proceeds from loans from third parties	996,610	0	0
Repayment of due to a related party	(91,308)	0	(1,439,799)
Net proceeds from issuance of ordinary shares	11,989,949	29,047,088	5,405,451
Net cash provided by financing activities	12,895,251	29,056,503	3,965,652
Effect of changes of foreign exchange rates on cash	204,030	34,250	99,829
Net (decrease) increase in cash	(19,028,350)	27,670,972	3,305,170
Cash, beginning of year	32,678,421	5,007,449	1,702,279
Cash, end of year	13,650,071	32,678,421	5,007,449
Supplemental disclosure of cash flow information:
Cash paid for interest expense	2,399	40,555	2,697
Cash paid for income tax	0	0	20,775
Supplemental disclosure of non-cash investing and financing activities
Right-of-use assets obtained in exchange for operating lease obligations	$ 0	$ 0	$ 180,528

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Receivable from Minjiang University	$ 1,520,472	$ 0
Prepaid expenses and other	1,350,171	67,827
Security deposits	178,947	97,208
Prepaid expenses and other assets	3,596,067	175,956
Other receivable(1)	300,133	10,921
Receivable from Fuzhou Education Bureau	126,441	0
Receivable from Melbourne Institute of Technology	119,903	0
Allowance for doubtful accounts	(120,353)	0
Prepaid expenses and other current assets, net	$ 3,475,714	$ 175,956

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2022

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS (continued)

NOTE 4 – BUSINESS COMBINATIONS

During the year ended December 31, 2022, the Company completed two acquisitions. These acquisitions are expected to strengthen the Company’s business expansion and to generate synergy with the Company’s organic business. The results of the acquired entities’ operations have been included in the Company’s consolidated financial statements since their respective dates of acquisition. The Company completed the valuation necessary to assess the fair value of the acquired assets and liabilities, resulting from which the amounts of goodwill were determined and recognized as of the respective acquisition dates.

Management has recorded a total provisional goodwill of $73,676,370 arising from the two acquisitions below. The final goodwill arising from the above acquisitions is dependent on the completion of the valuation of the assets acquired and liabilities assumed (including any intangible assets). Adjustments to the provisional amount may be required upon finalisation of the valuation of net assets. There is a twelvemonth period to finalise the purchase price allocation, accordingly we noted that Management's assessment is provisional at this time.

Goodwill arising from the business combinations, which are not tax deductible, are mainly attributable to synergies expected to be achieved from the acquisitions.

On July 14, 2022, the Company closed the transactions contemplated by the Stock Purchase Agreement entered into on June 9, 2022 by and among the Company, China Liberal Beijing, Oriental Wisdom, and Beijing Cloud Class Technology Co., Ltd., the seller of the acquired company, and completed its acquisition of Oriental Wisdom at a total consideration of $9.9 million (consisted of issuance of 7 million ordinary shares worth $7.7 million at $1.10 per ordinary share and contingent consideration of $2.2 million). Oriental Wisdom is an integrated education services provider focusing on operating jointly managed academic programs in the vocational higher education industry in China.

The allocation of the purchase price as of the date of acquisition is summarized as follows:

	For the
	year ended
	December 31,
	2022
Cash	$	4,467
Accounts receivable		687,612
Other receivables		23,211
Property and equipment, net		34,192
Intangible assets, net		468,482
Right-of-use assets, net		233,467
Total assets	$	1,451,431

Accounts payable	$	(1,028,338	)
Short-term bank loans		(409,572	)
Taxes payable		(35,425	)
Due to related parties		(82,909	)
Lease liability		(45,551	)
Accrued expenses and other current liabilities		(1,631,183	)
Less: Total liabilities	$	(3,232,978	)

Net tangible liabilities	$	(1,781,547	)
Goodwill		11,681,547
Total fair value of purchase price allocation	$	9,900,000

Consideration in the form of shares	$	7,700,000
Contingency consideration		2,200,000
Total consideration	$	9,900,000

On September 2, 2022, the Company closed the transactions contemplated by the Stock Purchase Agreement entered into on February 1, 2022 by and among the Company, Wanwang, the acquired company, Xiaoshi Huang and Thrive Shine Limited, the sellers of the acquired company, and completed its acquisition of Wanwang at a total consideration of $60 million (consisted of $40.7 million in cash of which $1.5 million was prepaid in 2021 and contingent consideration of $19.3 million). Wanwang, through its subsidiaries, operates two colleges, FMP and Strait College.

	For the
	year ended
	December 31,
	2022
Cash	$	7,335,975
Other receivables		951,139
Property and equipment, net		10,154,195
Intangible assets, net		1,284,797
Total assets	$	19,726,106

Accounts payable	$	(3,089,786	)
Taxes payable		(747	)
Accrued expenses and other current liabilities		(18,630,396	)
Less: total liabilities	$	(21,720,929	)

Net tangible liabilities	$	(1,994,823	)
Goodwill		61,994,823
Total fair value of purchase price allocation	$	60,000,000

Consideration in the form of cash (prepaid in fiscal 2021)	$	1,492,772
Consideration in the form of receivables offsetting purchase consideration		39,191,427
Contingency consideration		19,315,801
Total consideration	$	60,000,000

CONCENTRATIONS (Details Narrative)	12 Months Ended
CONCENTRATIONS (Details Narrative)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Customer two [Member]
Total outstanding accounts and contracts receivable balance	18.00%	17.70%
Customer two [Member] \| Total revenue [Member]
Concentration of credit risk	13.00%	36.00%	30.10%
Customer Three [Member]
Total outstanding accounts and contracts receivable balance	14.50%
Customer Three [Member] \| Total revenue [Member]
Concentration of credit risk			12.20%
Customer One [Member]
Total outstanding accounts and contracts receivable balance	39.80%	79.60%
SupplierAccountedPurchasePercentage	10.00%	10.00%	33.10%
Customer One [Member] \| Total revenue [Member]
Concentration of credit risk	15.80%	48.40%	45.30%

SEGMENT REPORTING (Details) - USD ($)	12 Months Ended
SEGMENT REPORTING (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue	$ 11,603,300	$ 3,909,546	$ 5,023,099
Revenue From Course Fees [Member]
Revenue	6,385,017	0	0
Revenue from Sino-foreign Jointly Managed Academic Programs [Member]
Revenue	3,343,316	2,676,147	2,772,679
Revenue from tailored job readiness training services [Member]
Revenue	1,264,411	137,772	76,400
Revenue from Technological Consulting Services for Smart Campus Solutions [Member]
Revenue	279,380	1,059,453	1,995,559
Revenue from Overseas Study Consulting Services [Member]
Revenue	317,228	36,174	129,485
Revenue from textbook and course material sales [Member]
Revenue	$ 13,948	$ 0	$ 48,976

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
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-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

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Schedule of intengible assets

LAND USE RIGHTS, NET (Details Narrative) - USD ($)	12 Months Ended
LAND USE RIGHTS, NET (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
LAND USE RIGHTS, NET
Amortization expense	$ 15,690	$ 0	$ 0

LEASES (Details 1)	Dec. 31, 2022 USD ($)
LEASES
2023	$ 10,909
Total future minimum lease payments	10,909
Less imputed interest	(22)
Total	$ 10,887

CONTRACT ASSETS NET (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CONTRACT ASSETS, NET
Contract assets - "Smart Campus" related technological consulting services with FMP (1)	$ 0	$ 1,350,683
Contract assets - "Smart Campus" project maintenance and technical support fee with FMP	0	601,461
Contract assets - Other "Smart Campus" related technological consulting services	0	54,345
Financing component associated with FMP contract receivable (1)	0	7,657
Total contract assets, net	0	2,014,146
Less: current portion of contract assets	0	2,014,146
Contract assets, non-current	$ 0	$ 0

ACCOUNTS RECEIVABLE NET (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
ACCOUNTS RECEIVABLE NET
Accounts receivable - Sino-foreign Jointly Managed Academic Programs	$ 0	$ 2,398,821
Accounts receivable - tailored job readiness training services	1,503,452	1,363
Accounts receivable - course fee receivable	93,206	0
Accounts receivable - smart campus projects	50,144	0
Accounts receivable - Overseas Study Consulting Services	0	62,366
Accounts receivable, net	1,047,809	2,462,550
Sub-total	1,646,802	2,462,550
Less: allowance for doubtful accounts	$ (598,993)	$ 0

INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2022

INTANGIBLE ASSETS, NET

	December 31,			December 31,
	2022			2021
Online course and software copyrights	$	633,300			-
Less: accumulated amortization		(210,028	)		-
Intangible asset, net	$	423,272			-

Schedule of estimated future amortization expense

	Amortization
Twelve months ending December 31,	expense
Fiscal 2023	$	63,330
Fiscal 2024		63,330
Fiscal 2025		63,330
Fiscal 2026		63,330
Fiscal 2027		62,720
Thereafter		107,232
Total	$	423,272

CONTRACT ASSETS NET (Details Narrative) - USD ($)	12 Months Ended
CONTRACT ASSETS NET (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2019
Contract assets			$ 1,750,077
Contract Price	$ 300,000
2017 [Member] \| FMP [Member]
Total outstanding contract receivable			209,724
Total contract price	2,400,000
Post-contract maintenance and technical support fee	730,000
2017 [Member] \| Experiment-Based Simulation Center [Member] \| FMP [Member]
Contract Price		$ 700,000
2019 [Member] \| FMP [Member]
Total outstanding contract receivable			$ 1,750,077
Total contract price	2,300,000
Post-contract maintenance and technical support fee	540,000
Maintenance expense	391,737
Contract assets	1,750,077
Amount to be received from services		$ 766,289		$ 259,982
Services expense	332,069
Phase I [Member]
Contract Price	10,100.00
Phase II [Member]
Contract Price	$ 500,000

Cover	12 Months Ended
Cover	Dec. 31, 2022 shares
Document Information Line Items
Entity Registrant Name	China Liberal Education Holdings Limited
Entity Central Index Key	0001775085
Document Type	20-F
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding	31,598,333
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39259
Entity Incorporation State Country Code	E9
Entity Interactive Data Current	Yes
Icfr Auditor Attestation Flag	false
Entity Address City Or Town	Beijing
Document Registration Statement	false
Document Shell Company Report	false
Document Accounting Standard	U.S. GAAP
Auditor Name	Audit Alliance LLP
Auditor Location	Singapore
Entity Address Address Line 1	Room 805, Block 15, No. A1 Chaoqian Road
Entity Address Address Line 2	Science and Technology Park
Entity Address Address Line 3	Changping District
Entity Address Country	CN
Entity Address Postal Zip Code	102200
Auditor Firm Id	3487
Business Contact [Member]
Document Information Line Items
Entity Address City Or Town	Beijing
Contact Personnel Name	Ms. Ngai Ngai Lam
Entity Address Address Line 1	Room 805, Block 15, No. A1 Chaoqian Road
Entity Address Address Line 2	Science and Technology Park
Entity Address Address Line 3	Changping District
Entity Address Country	CN
Entity Address Postal Zip Code	102200
City Area Code	+86
Local Phone Number	10-6597-8118

GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
GOING CONCERN UNCERTAINTIES
Net (loss) income	$ (1,688,903)	$ (1,249,881)	$ 1,208,696
(Accumulated losses) retained earnings	(1,828,205)	$ 147,278
Current liablilites increased	$ 1,577,013

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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LAND USE RIGHTS, NET

12 Months Ended

Dec. 31, 2022

LAND USE RIGHTS, NET

LAND USE RIGHTS, NET

NOTE 10 – LAND USE RIGHTS, NET

Land use rights, net, consist of the following:

	December 31,			December 31,
	2022			2021
Land use rights	$	1,762,469			-
Less: accumulated amortization		(493,033	)		-
Land use rights, net	$	1,269,436			-

Amortization expense was $15,690, nil and nil for the years ended December 31, 2022, 2021 and 2020, respectively.

Estimated future amortization expense is as follows:

	Amortization
	expense
Fiscal 2023	$	35,249
Fiscal 2024		35,249
Fiscal 2025		35,249
Fiscal 2026		35,249
Fiscal 2027		35,249
Thereafter		1,093,191
Total	$	1,269,436

SHORT-TERM BANK LOAN (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Short-term bank loan	$ 20,784	$ 0
China Construction Bank [Member]
Short-term bank loan	$ 20,784	$ 0

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
Due to related party	$ 390,550	$ 23,557

For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.

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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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PROPERTY AND EQUIPMENT, NET

INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2022

INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET

NOTE 11 – INTANGIBLE ASSETS, NET

	December 31,			December 31,
	2022			2021
Online course and software copyrights	$	633,300			-
Less: accumulated amortization		(210,028	)		-
Intangible asset, net	$	423,272			-

Amortization expense was $32,365, nil and nil for the fiscal years ended December 31, 2022, 2021, and 2020, respectively.

Estimated future amortization expense is as follows:

	Amortization
Twelve months ending December 31,	expense
Fiscal 2023	$	63,330
Fiscal 2024		63,330
Fiscal 2025		63,330
Fiscal 2026		63,330
Fiscal 2027		62,720
Thereafter		107,232
Total	$	423,272

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Ordinary shares par value	$ 0.001	$ 0.001
Ordinary shares authorized	50,000,000	50,000,000
Ordinary shares issued	31,598,333	13,848,333
Ordinary shares outstanding	31,598,333	13,848,333

CONTRACT ASSETS, NET

12 Months Ended

Dec. 31, 2022

CONTRACT ASSETS, NET

CONTRACT ASSETS, NET

NOTE 6 — CONTRACT ASSETS

Contract assets consist of the following:

	December 31		December 31
	2022		2021

Contract assets - “Smart Campus” related technological consulting services with FMP (1)		-	$	1,350,683
Contract assets - “Smart Campus” project maintenance and technical support fee with FMP		-		601,461
Contract assets – Other “Smart Campus” related technological consulting services		-		54,345
Financing component associated with FMP contract assets (1)		-		7,657
Total contract assets, net		-		2,014,146
Less: current portion of contract assets		-		2,014,146
Contract assets, non-current		-	$	-

(1) In 2017, the Company entered into a contract with FMP to help FMP with its smart campus project, including creating a big data center, digital classrooms and an experiment-based simulation teaching center for its business school (the “FMP 2017 Contract”). These projects have been fully completed in November 2018 with satisfactory inspection and acceptance by FMP in December 2018.

Total contract price under the 2017 FMP “smart campus” project was RMB16.68 million (approximately $2.4 million) for completion of the software and hardware installation, plus additional RMB5.05 million (approximately $0.73 million) post-contract maintenance and technical support fee during the period of 2019 to 2021.

As of December 31, 2021, total outstanding contract assets from the FMP 2017 Contract amounted to $209,724, including the following:

	Amount
	as of		Contracted
	December 31,		payment due
2017 FMP Contract	2021		date
Maintenance fees	$	209,724
Total		209,724
Less: current portion of contract assets		209,724	By December 31, 2022
Non-current portion	$	-

As of December 31, 2022, contract asset of $209,724 was fully collected.

In addition to the 2017 FMP Contract, in 2019, the Company entered into a new “smart campus” related contract with FMP to help FMP to create an information engineering laboratory training center and an experiment-based simulation center for its hotel management major for a total contract price of RMB15.58 million (approximately $2.3 million) plus additional RMB3.74 million (approximately $0.54 million) for post-installation maintenance and technical support fees for the three years from 2020 to 2022 (the “FMP 2019 Contract”).

The contract for the information engineering laboratory training center includes two phases. Phase I requires the Company to complete the hardware and software installation and decoration of the computer training rooms, IOT training room and digital classrooms with contract price of approximately RMB7.1 million ($1.01 million), which was completed before December 31, 2019, passed the inspection and was accepted by FMP. Phase II requires the Company to complete the hardware and software installation for the cloud computing and big data room with contract price of RMB3.48 million ($0.5 million). In 2020, the Company completed the experiment-based simulation center for FMP’s hotel management major, with satisfactory inspection and acceptance by FMP and recognized RMB4.6 million ($0.7 million) revenue. Due to the COVID-19 pandemic and temporary school closure, the performance of the Phase II contract was delayed and rescheduled to be completed in 2021. During the year ended December 31, 2021, the Company completed the information engineering experiment training center for FMP’s big data and cloud computing training room equipment, with satisfactory inspection and acceptance by FMP and recognized RMB2.1 million ($0.3 million) revenue.

As of December 31, 2021, total outstanding contract assets from the FMP 2019 Contract amounted to $1,750,077, including the following:

	Amount
	as of		Contracted
	December 31,		payment due
2019 FMP Contract	2021		date
Contract assets	$	1,358,340
Maintenance fees		391,737
Total		1,750,077
Less current portion		1,750,077	By December 31, 2021
Non-current portion	$	-	By December 31, 2022

As of December 31, 2021, contract assets associated with the FMP 2019 Contract amounted to $1,750,077, including receivable of $259,982 for services completed before December 31, 2019, receivable of $766,289 for services completed during 2020, receivable of $332,069 for services completed during 2021 and maintenance fees of $391,737. As of December 31, 2022, contract asset of $1,750,077 was fully collected.

PROPERTY AND EQUIPMENT NET

12 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT NET

NOTE 9 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of the following:

	December 31,			December 31,
	2022			2021
Office equipment and furniture	$	9,625,248		$	9,581
Property		9,118,253			-
Transportation vehicles		252,936			238,851
Electronic equipment		91,288			98,937
Subtotal		19,087,725			347,369
Construction in progress		975,758			-
Less: accumulated depreciation		(9,868,553	)		(311,985	)
Property and equipment, net	$	10,194,930		$	35,384

Depreciation expense was $638,612, $18,652 and $15,891 for the years ended December 31, 2022, 2021 and 2020, respectively.

The construction in progress relates to 20 units of housing project which are expected to be delivered in 2023. The contract amount was $1.0 million which had been fully provided for, no further capital commitment for this housing project as of December 31, 2022.

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Tables)

12 Months Ended

Dec. 31, 2022

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

Schedule of Parent company statements of balance sheet

	2022			2021
ASSETS
Current assets
Prepaid expenses and other current assets		-		$	23,713

Non-current assets
Investment in subsidiaries		84,026,689			41,934,675
Total assets	$	84,026,689		$	41,958,388

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Contingent consideration		21,515,801			-
Due to a related party		9,415			-
Accrued expenses and other current liabilities		17,172			-
Total liabilities	$	21,542,388			-

COMMITMENT AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Ordinary shares, $0.001 par value, 50,000,000 shares authorized, 31,598,333 and 13,848,333 shares issued and outstanding at December 31, 2022 and 2021, respectively		31,598			13,848
Additional paid-in capital		63,191,010			40,686,311
(Accumulated deficits) retained earnings		(738,307	)		1,258,229
Total shareholders’ equity		62,484,301			41,958,388
	,			,
Total liabilities and shareholders’ equity	$	84,026,689		$	41,958,388

Schedule of condensed financial information of parent company

	For the years ended December 31,
	2022			2021			2020
Operating expenses:
General and administrative expenses	$	(3,471,403	)	$	(3,016,735	)	($488,735)

Other expenses
Other expenses		-			-			(10	)
Loss from operations	$	(3,471,403	)	$	(3,016,735	)	$	(488,745	)
Equity in earnings of subsidiaries		1,474,867			1,998,855			2,168,995
Net (loss) income and comprehensive (loss) income attributable to the Company	$	(1,996,536	)	$	(1,017,880	)	$	1,680,250

Schedule of Parent company statements of cashflows

	For the Years ended December 31,
	2022			2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(1,996,536	)	$	(1,017,880	)	$	1,680,250
Share-based compensation		2,832,500			-			-
Adjustments to reconcile net loss to net provided by (used in) operating activities
Equity in earnings of subsidiaries		1,474,867			(2,168,995	)		(437,904	)
Prepaid expenses and other current assets		23,713			(55,639	)		-
Accrued expenses and other current liabilities		17,171			-			-
Net cash provided by (used in) operating activities		2,351,715			(3,242,514	)		-

Cash flow from financing activities
Investment in subsidiaries		(14,341,664	)		(2,162,937	)		-
Net proceeds from issuance of ordinary shares		11,989,949			5,405,451			-
Net cash (used in) provided by financing activities		(2,351,715	)		3,242,514			-
Change in cash		-			-			-
Cash, beginning of year		-			-			-
Cash, end of year		-			-			-

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
General and administrative expenses	$ (6,270,504)	$ (3,778,329)	$ (1,199,690)
Loss from operations	(1,384,887)	(1,170,690)	1,436,720
CHINA LIBERAL EDUCATION HOLDINGS LIMITED [Member]
General and administrative expenses	(3,471,403)	(3,016,735)	(488,735)
Other expenses	0	0	(10)
Loss from operations	(3,471,403)	(3,016,735)	(488,745)
Equity in earnings of subsidiaries	1,474,867	1,998,855	2,168,995
Net (loss) income and comprehensive (loss) income attributable to the Company	$ (1,996,536)	$ (1,017,880)	$ 1,680,250

SHORT-TERM BANK LOAN (Details 1)	12 Months Ended
SHORT-TERM BANK LOAN (Details 1)	Dec. 31, 2022 USD ($)
Total Unsecured short Term Bank Loan [Member]
Unsecured short-term bank loan	$ 20,784
China Construction Bank [Member]
Unsecured short-term bank loan	$ 20,784
Loan commencement date	Apr. 27, 2022
Loan maturity date	Apr. 27, 2023
Interest rate	4.70%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Intangible assets useful lives	10 years
Contract assets	$ 0		$ 2,000,000.0
Contract liabilities	7,772,227		291,833
Conolidated Balance Sheet [Member]
Contract liabilities	7,800,000		300,000
Course fees [Member]
Deferred revenue	7,500,000
Readiness Training Services [Member]
Deferred revenue	$ 300,000
Land use rights [Member]
Estimated useful lives of the assets	50 years
PRC [Member]
Cash	$ 72,493
Hong Kong [Member]
Cash	64,090
Cash at bank	11,700,000		31,900,000
Common Stocks
Inventory reserve	6,308		$ 1,114
Cash	$ 13,700,000
Descriptions of value added tax		The VAT rates applicable to the Company’s PRC subsidiaries ranged from 3% to 6%.
Consulting fees, Descriptions	As a result of performing the above-mentioned services, the Company is entitled to receive 30% to 50% of such student tuitions depending on the universities / colleges and the jointly managed academic programs, which are collected first by Chinese host universities / colleges from enrolled students at the beginning of each academic school year, and then remitted to the Company
Overseas study consulting service fees descriptions	90% of the consulting service fee collected is non-refundable, and is recognized ratably as revenue over the service period, while 10% of the consulting fee is refundable and is deferred and recognized as revenue when students are successfully admitted by foreign institution and student visas are granted.

LEASES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
LEASES
Right-of-use assets under operating leases	$ 13,107	$ 47,617
Operating lease liabilities, current	10,887	47,617
Total operating lease liabilities	$ 10,887	$ 47,617

PROPERTY AND EQUIPMENT NET (Tables)

12 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT NET

Schedule of Property and equipment

	December 31,			December 31,
	2022			2021
Office equipment and furniture	$	9,625,248		$	9,581
Property		9,118,253			-
Transportation vehicles		252,936			238,851
Electronic equipment		91,288			98,937
Subtotal		19,087,725			347,369
Construction in progress		975,758			-
Less: accumulated depreciation		(9,868,553	)		(311,985	)
Property and equipment, net	$	10,194,930		$	35,384

ACCOUNTS RECEIVABLE NET (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
ACCOUNTS RECEIVABLE NET
Accounts receivable allowance for doubtful accounts	$ 600,000	$ 0

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Prepaid expenses and other current assets	$ 3,475,714	$ 175,956
Total assets	103,988,552	43,633,731
OrdinaryShares	31,598	13,848
Contingent consideration	21,515,801	0
Due to a related party	390,550	23,557
Total liabilities	41,504,251	1,675,343
Additional paid-in capital	63,191,010	40,686,311
(Accumulated deficits) retained earnings	(1,828,205)	147,278
Total shareholders' equity	62,484,301	41,958,388	$ 11,640,929	$ 5,179,975
Total liabilities and shareholders' equity	103,988,552	43,633,731
CHINA LIBERAL EDUCATION HOLDINGS LIMITED [Member]
Prepaid expenses and other current assets	0	23,713
Investment in subsidiaries	84,026,689	41,934,675
Total assets	84,026,689	41,958,388
OrdinaryShares	31,598	13,848
Contingent consideration	21,515,801	0
Due to a related party	9,415	0
Accrued expenses and other current liabilities	17,172	0
Total liabilities	21,542,388	0
Additional paid-in capital	63,191,010	40,686,311
(Accumulated deficits) retained earnings	(738,307)	1,258,229
Total shareholders' equity	62,484,301	41,958,388
Total liabilities and shareholders' equity	$ 84,026,689	$ 41,958,388

ORGANIZATION AND BUSINESS DESCRIPTION

12 Months Ended

Dec. 31, 2022

ORGANIZATION AND BUSINESS DESCRIPTION

ORGANIZATION AND BUSINESS DESCRIPTION

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

China Liberal Education Holdings Limited (“China Liberal” or the “Company”) was incorporated under the laws of the Cayman Islands on February 25, 2019 as an exempted company with limited liability.

China Liberal owns 100% equity interest of Yi Xin BVI International Investment Limited (“Yi Xin BVI”), a business company incorporated under the laws of the British Virgin Islands (“BVI”) on October 19, 2010.

China Liberal Beijing Education Group Co., Limited (“Boya Hong Kong”), formerly known as Haier International Investment Holding Limited, was incorporated in accordance with the laws and regulations of Hong Kong on May 11, 2011, and changed to its current name on July 19, 2016. Yi Xin BVI owns 100% equity interest in Boya Hong Kong.

China Liberal, Yi Xin BVI and Boya Hong Kong are currently not engaging in any active business operations and are merely acting as holding companies.

China Liberal (Beijing) Education Technology Co., Ltd. (“China Liberal Beijing”) was formed on August 8, 2011, as a Wholly Foreign-Owned Enterprise (“WOFE”) in the People’s Republic of China (the “PRC” or “China”), with the registered capital of RMB33.5 million (approximately $5.1 million). Through December 31, 2018, Boya Hong Kong owned 91.1772% ownership interest in China Liberal Beijing, with the remaining 8.8228% ownership interest owned by five individual shareholders. On February 1, 2019, Boya Hong Kong entered into share transfer agreements with each of the non-controlling shareholders of China Liberal Beijing and completed the acquisition of the 8.8228% non-controlling interest in China Liberal Beijing, for a total price of RMB2.95 million (approximately $453,669). The total value of the non-controlling interest amounted to $540,907 as of the acquisition date. The Company borrowed cash from a related party to make this acquisition payment. After this transaction, China Liberal Beijing became a 100% owned subsidiary of Boya Hong Kong.

China Liberal Fujian Education Technology Group Co., Ltd (“China Liberal Fujian”) was formed on April 19, 2021 in the PRC, with the registered capital of RMB50 million ($7.9 million). China Liberal Beijing owns 100% equity interest in China Liberal Fujian.

On July 14, 2022, the Company closed the transactions contemplated by the Stock Purchase Agreement entered into on June 9, 2022 by and among the Company, China Liberal Beijing, Oriental Wisdom Cultural Development Co., Ltd., the acquired company ("Oriental Wisdom"), and Beijing Cloud Class Technology Co., Ltd., the seller of the acquired company, and completed its acquisition of Oriental Wisdom, an integrated education services provider focusing on operating jointly-managed academic programs in the vocational higher education industry in China.

On September 2, 2022, the Company closed the transactions contemplated by the Stock Purchase Agreement entered into on February 1, 2022 by and among the Company, Wanwang Investment Limited, the acquired company (“Wanwang”), Xiaoshi Huang and Thrive Shine Limited, the sellers of the acquired company, and completed its acquisition of Wanwang. Wanwang, through its subsidiaries, operates two colleges, Fuzhou Melbourne Polytechnic (“FMP”) and Strait College of Mingjiang University (“Strait College”).

On November 2, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with AIWAYS Holdings Limited (“AIWAYS”), a global new energy vehicle brand, pursuant to which AIWAYS will merge with a wholly-owned subsidiary of the Company, and the issued and outstanding share capital of AIWAYS will be cancelled in exchange for newly issued shares of the Company on the terms and conditions set forth therein in a transaction exempt from the registration requirements under the Securities Act of 1933, as amended (the “Transaction”). Upon consummation of the Transaction, AIWAYS will become a wholly-owned subsidiary of the Company, and the existing AIWAYS shareholders and existing Company shareholders will own approximately 99.2% and 0.8%, respectively, of the outstanding shares of the combined company. For the purposes of consummating the transactions contemplated by the Merger Agreement, Aiways Automobile and Aiways Merger Sub were both formed on September 29, 2022.

The Company, through its wholly-owned subsidiaries, is primarily engaged in providing educational services in the PRC under the “China Liberal” brand. The Company offers a wide range of educational services and programs to customers, consisting primarily of Sino-foreign Jointly Managed Academic Programs, sales of textbooks and course material, Overseas Study Consulting Services and technological consulting services provided for targeted Chinese universities / colleges to help them improve their data management system and to optimize their teaching and operating environment (see Note 2). In late 2019, the Company also started to provide tailored job readiness training services to graduating students from the appropriate partner schools so that such students would be better equipped to serve the employer at their respective job positions.

Details of the subsidiaries of the Company as of December 31, 2022 were set out below:

	Date of	Place of	% of	Principal
Name of Entity	Incorporation	Incorporation	Ownership	Activities
China Liberal	February 25, 2019	Cayman Islands	Parent	Investment holding
Yi Xin BVI	October 19, 2010	BVI	100%	Investment holding
Boya Hong Kong	May 11, 2011	Hong Kong	100%	Investment holding
China Liberal Beijing	August 8, 2011	Beijing, PRC	100%	Education service provider
China Liberal Fujian	April 19, 2021	Fuzhou, PRC	100%	Education service provider
Oriental Wisdom	August 17, 2009	Beijing, PRC	100%	Education service provider
Wanwang	March 23, 2018	BVI	100%	Holding company
Wan Zhong (H. K.) Education Investment Co., Ltd (“Wan Zhong”)	July 20, 2016	Hong Kong	100%	Holding company
Fujian Wanzhong Education Investment Management Co., Ltd (“Fujian Wanzhong”)	December 12, 2008	Fujian, China	100%	Holding company
Aiways Automobile	September 29, 2022	Cayman Islands	100%	Investment holding
Aiways Merger Sub	September 29, 2022	Cayman Islands	100%	Investment holding
FMP	January 24, 2017	Fujian, China	Control through agreements	Education program to college students
Strait College	September 1, 2009	Zhejiang, China	Control through agreements	Education program to college students

SHORT-TERM BANK LOAN (Tables)

12 Months Ended

Dec. 31, 2022

SHORT-TERM BANK LOAN

Schedule of short-term bank loan

	December 31,		December 31,
	2022		2021
Short-term bank loan
China Construction Bank	$	20,784		-
Total short-term bank loan	$	20,784		-

ScheduleOfeffective interest rate of each secured and unsecured short-term bank loan

Loan

Effective

commencement

maturity

amount

interest

For the year ended December 31, 2022

date

in RMB

in USD

rate

Unsecured short-term bank loan

China Construction Bank

April 27, 2022

April 27, 2023

143,353

20,784

4.70

Total unsecured short-term bank loan

143,353

20,784

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2022

PREPAID EXPENSES AND OTHER CURRENT ASSETS

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 8 — PREPAID EXPENSES AND OTHER ASSETS, NET

Prepaid expenses and other assets, net, consisted of the following:

	December 31			December 31
	2022			2021
Receivable from Minjiang University	$	1,520,472			-
Prepaid expenses (2)		1,350,171			67,827
Security deposits		178,947			97,208
Receivable from Fuzhou Education Bureau		126,441			-
Receivable from Melbourne Institute of Technology		119,903			-
Other receivable (1)		300,133			10,921
Subtotal		3,596,067			175,956
Allowance for doubtful accounts		(120,353	)		-
Prepaid expenses and other current assets, net	$	3,475,714		$	175,956

(1) Other receivable primarily includes short-term advances to employees for business operations, which are normally expensed within three months when invoices and other supporting documents been submitted for reimbursement, and security deposits for performance of contracts.

(2) Prepaid expenses and other primarily include prepaid course fees which are amortized over the service periods.

BUSINESS COMBINATIONS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Goodwill	$ 73,676,370	$ 0
Accounts receivable	1,047,809	2,462,550
Other receivables	300,133	10,921
Property and equipment, net	10,194,930	35,384
Right-of-use assets, net	13,107	47,617
Total assets	103,988,552	43,633,731
Accounts payable	(878,429)	(169,137)
Short-term bank loans	(20,784)	0
Taxes payable	(1,354,965)	(740,966)
Due to related parties	(390,550)	(23,557)
Less: Total liabilities	(41,504,251)	$ (1,675,343)
Purchase Acquisition [Member] \| , China Liberal Beijing, Oriental Wisdom, and Beijing Cloud Class Technology Co., Ltd
Net tangible liabilities	(1,781,547)
Goodwill	11,681,547
Total fair value of purchase price allocation	9,900,000
Consideration in the form of shares	7,700,000
Contingency consideration	2,200,000
Total consideration	9,900,000
Cash	4,467
Accounts receivable	687,612
Other receivables	23,211
Property and equipment, net	34,192
Intangible assets, net	468,482
Right-of-use assets, net	233,467
Total assets	1,451,431
Accounts payable	(1,028,338)
Short-term bank loans	(409,572)
Taxes payable	(35,425)
Due to related parties	(82,909)
Lease liability	(45,551)
Accrued expenses and other current liabilities	(1,631,183)
Less: Total liabilities	$ (3,232,978)

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2022

SEGMENT REPORTING

SEGMENT REPORTING

NOTE 21 — SEGMENT REPORTING

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. Based on management’s assessment, the Company has determined that it has six operating segments as defined by ASC 280, including Sino-foreign Jointly Managed Academic Programs, textbooks and course material sales, Overseas Study Consulting Services, Technological Consulting Services for Smart Campus Solutions and Tailored Job Readiness Training Services.

Substantially all of the Company’s revenues for the years ended December 31, 2022, 2021 and 2020 were generated from the PRC. As of December 31, 2022 and 2021, a majority of the long-lived assets of the Company are located in the PRC, and therefore, no geographical segments are presented.

The following table presents revenue by service type from the Company’s operations for the years ended December 31, 2022, 2021 and 2020, respectively:

	For the years ended December 31,
	2022		2021		2020
Revenue from course fees	$	6,385,017		-		-
Revenue from Sino-foreign Jointly Managed Academic Programs		3,343,316		2,676,147		2,772,679
Revenue from tailored job readiness training services		1,264,411		137,772		76,400
Revenue from Technological Consulting Services for Smart Campus Solutions		279,380		1,059,453		1,995,559
Revenue from Overseas Study Consulting Services		317,228		36,174		129,485
Revenue from textbook and course material sales		13,948		-		48,976
Total revenue	$	11,603,300	$	3,909,546	$	5,023,099

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (d)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2134510

Schedule of Contracts liabilities

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 31, 2022
Electronic equipment [Member]
Estimated useful lives of the assets	5 years
Office Equipment And Furniture [Member]
Estimated useful lives of the assets	5 years
Transportation Vehicles [Member]
Estimated useful lives of the assets	5 years
Building [Member]
Estimated useful lives of the assets	50 years

TAXES (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reduced tax rate	15.00%	15.00%	15.00%
Enterprise income tax rate	25.00%
Income tax rate	15.00%
Reduced income tax due to tax rate reduction	$ 0.8	$ 0.2	$ 0.2
Net income per share basic and diluted	$ 0.04	$ 0.02	$ 0.04
Hong Kong [Member]
Income tax rate	1.65%	1.65%

INTANGIBLE ASSETS, NET (Details 1)	Dec. 31, 2022 USD ($)
Fiscal 2024	$ 35,249
Fiscal 2025	35,249
Fiscal 2026	35,249
Estimated future amortization expense	1,269,436
INTANGIBLE ASSETS, NET [Member]
Fiscal 2023	63,330
Fiscal 2024	63,330
Fiscal 2025	63,330
Fiscal 2026	63,330
Fiscal 2027	62,720
Estimated future amortization expense	423,272
Thereafter	$ 107,232

CONTRACT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

CONTRACT LIABILITIES

	December 31,		December 31,
	2022		2021

Contract liabilities - course fees	$	7,520,859		-
Contract liabilities - tailored job readiness training services		251,368		-
Contract liabilities - overseas study consulting services		-		291,833
Total	$	7,772,227	$	291,833

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
REVENUE	$ 11,603,300	$ 3,909,546	$ 5,023,099
COST OF REVENUE	(5,598,048)	(1,149,148)	(2,157,033)
GROSS PROFIT	6,005,252	2,760,398	2,866,066
OPERATING EXPENSES
Allowance for doubtful accounts	(734,750)	0	0
Selling expenses	(384,885)	(152,759)	(229,656)
General and administrative expenses	(6,270,504)	(3,778,329)	(1,199,690)
Total operating expenses	(7,390,139)	(3,931,088)	(1,429,346)
(LOSS) INCOME FROM OPERATIONS	(1,384,887)	(1,170,690)	1,436,720
OTHER INCOME
Interest income	22,150	94,195	101,257
Other income (expenses), net	133,874	126,648	(26,035)
Total other income, net	156,024	220,843	75,222
(LOSS) INCOME BEFORE INCOME TAXES	(1,228,863)	(949,847)	1,511,942
INCOME TAX EXPENSE	(460,040)	(300,034)	(303,246)
NET (LOSS) INCOME	(1,688,903)	(1,249,881)	1,208,696
COMPREHENSIVE (LOSS) INCOME
Total currency translation differences arising from consolidation	(307,633)	232,001	471,554
TOTAL COMPREHENSIVE (LOSS) INCOME	$ (1,996,536)	$ (1,017,880)	$ 1,680,250
(Loss) earnings per share
Basic and diluted	$ (0.07)	$ (0.12)	$ 0.21
Weighted average number of shares outstanding
Basic and diluted	23,687,374	10,368,563	5,852,459

BUSINESS COMBINATIONS (Details Narrative) - USD ($)	Dec. 31, 2022	Sep. 02, 2022	Jul. 14, 2022
Total provisional goodwill	$ 73,676,370
Purchase Acquisition [Member] \| Oriental Wisdom [Member]
Total consideration			$ 9,900,000
Contingent consideration		$ 7,700,000
Total consideration, cash		2,200,000
Purchase Acquisition [Member] \| Wanwang, the acquired company, Xiaoshi Huang and Thrive Shine Limited
Total consideration	$ 60,000,000	60,000,000
Total consideration, prepaid		1,500,000
Contingent consideration		19,300,000
Total consideration, cash		$ 40,700,000

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details 2) - USD ($)		1 Months Ended	12 Months Ended
	Oct. 14, 2022	Dec. 16, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Net (loss) income			$ (1,688,903)	$ (1,249,881)	$ 1,208,696
Share-based compensation	$ 2,832,500	$ 2,235,000
Accrued expenses and other current liabilities			(12,134,951)	(40,842)	(80,097)
Net cash provided by (used in) operating activities			423,597	(1,412,238)	635,814
Net proceeds from issuance of ordinary shares			11,989,949	29,047,088	5,405,451	$ 0
Net cash (used in) provided by financing activities			12,895,251	29,056,503	3,965,652
Change in cash			(19,028,350)	27,670,972	3,305,170
Cash, beginning of year			32,678,421	5,007,449	1,702,279
Cash, end of year			13,650,071	32,678,421	5,007,449	1,702,279
CHINA LIBERAL EDUCATION HOLDINGS LIMITED [Member]
Net (loss) income			(1,996,536)	(1,017,880)	1,680,250
Share-based compensation			2,832,500	0	0
Equity in earnings of subsidiaries			1,474,867	(2,168,995)	(437,904)
Prepaid expenses and other current assets			23,713	(55,639)	0
Accrued expenses and other current liabilities			17,171	0	0
Net cash provided by (used in) operating activities			2,351,715	(3,242,514)	0
Investment in subsidiaries			(14,341,664)	(2,162,937)	0
Net proceeds from issuance of ordinary shares			11,989,949	5,405,451	0
Net cash (used in) provided by financing activities			(2,351,715)	3,242,514	0
Change in cash			0	0	0
Cash, beginning of year			0	0	0
Cash, end of year			$ 0	$ 0	$ 0	$ 0

LOANS FROM THIRD PARTIES

12 Months Ended

Dec. 31, 2022

LOANS FROM THIRD PARTIES

LOANS FROM THIRD PARTIES

NOTE 18 – LOANS FROM THIRD PARTIES

Loans from third parties consist of an unsecured loan of $666,958 from a third party at an effective annual interest rate of 3.45% for working capital purposes and an unsecured loan of $308,758 from another third party at an effective annual interest rate of 20% for working capital purposes. These loans do not have repayment period and are repayable on demand.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Year- end spot rate	$ 6.8972	$ 6.3640	$ 6.5250
Average Rate	$ 6.7526	$ 6.4441	$ 6.8878

LOANS FROM THIRD PARTIES (Details Narrative)	12 Months Ended
LOANS FROM THIRD PARTIES (Details Narrative)	Dec. 31, 2022 USD ($)
Loan From Third Party [Member]
Unsecured loan	$ 666,958
Annual interest rate	3.45%
Loan From Third Party Other [Member]
Unsecured loan	$ 308,758
Annual interest rate	20.00%

ACCOUNTS RECEIVABLE NET

12 Months Ended

Dec. 31, 2022

ACCOUNTS RECEIVABLE NET

ACCOUNTS RECEIVABLE, NET

NOTE 5 — ACCOUNT RECEIVABLES, NET

Account receivables, net, consist of the following:

	December 31,			December 31,
	2022			2021

Accounts receivable - tailored job readiness training services	$	1,503,452		$	1,363
Accounts receivable - course fee receivable		93,206			-
Accounts receivable - smart campus projects		50,144			-
Accounts receivable - Sino-foreign Jointly Managed Academic Programs		-			2,398,821
Accounts receivable - Overseas Study Consulting Services		-			62,366
Sub-total		1,646,802			2,462,550
Less: allowance for doubtful accounts		(598,993	)		-
Accounts receivable, net	$	1,047,809		$	2,462,550

The Company routinely evaluates the need for allowance for doubtful accounts based on specifically identified amounts that the management believes to be uncollectible. If the actual collection experience changes, revisions to the allowance may be required. As of December 31, 2022 and 2021, the allowance for doubtful accounts was $0.6 million and nil, respectively.

PROPERTY AND EQUIPMENT NET (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Less: accumulated depreciation	$ (9,868,553)	$ (311,985)
Property and equipment, net	10,194,930	35,384
Electronic equipment [Member]
Total property and equipment	91,288	98,937
Office Equipment And Furniture [Member]
Total property and equipment	9,625,248	9,581
Transportation vehicles [Member]
Total property and equipment	252,936	238,851
Property
Total property and equipment	9,118,253	0
Subtotal
Total property and equipment	19,087,725	347,369
Construction in progress
Total property and equipment	$ 975,758	$ 0

TAXES (Details 1)	12 Months Ended
TAXES (Details 1)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
TAXES
China Income tax statutory rate	25.00%	25.00%	25.00%
Permanent difference	23.10%	1.10%	0.60%
Effect of PRC preferential tax rate	(31.50%)	(9.90%)	(10.00%)
Non-PRC entities not subject to PRC income tax	70.80%	15.40%	4.50%
Effective tax rate	37.40%	31.60%	20.10%

CONTINGENT CONSIDERATION

12 Months Ended

Dec. 31, 2022

CONTINGENT CONSIDERATION

CONTINGENT CONSIDERATION

NOTE 14 – CONTINGENT CONSIDERATION

1.	On February 1, 2022, the Company entered into a stock purchase agreement with Wanwang, Xiaoshi Huang and Thrive Shine Limited, a company incorporated in the BVI (together with Xiaoshi Huang, the “Sellers”) to acquire all of the equity interests in Wanwang from the Sellers for a consideration of $60 million. The stock purchase agreement was amended on February 16, 2022 to update the payment method and the transaction was closed on August 31, 2022. As of December 31, 2022, a consideration of $8.7 million was paid and the remaining $19.3 million consideration is contingent on the Sellers meeting the following conditions: (i) to ensure the quality of teaching for FMP and Strait College; (ii) either total income or net profit equals or exceeds 20% of total income or net profit of 2021 of FMP and Strait College; and (iii) to ensure management and personnel stability.

2.	On June 9, 2022, the Company entered into a stock purchase agreement with Beijing Cloud Class Technology Co., Ltd. (the “Seller”) to acquire all of the equity interests in Oriental Wisdom for a consideration of $9.9 million. As of December 31, 2022, a consideration of $7.7 million was settled by issuance of 7 million ordinary shares to the Seller and the remaining $2.2 million consideration is contingent on the Seller meeting the following conditions: (i) net profit of Oriental Wisdom for 2023 exceeding RMB6 million ($0.9 million) and (ii) net profit of Oriental Wisdom for 2024 exceeding RMB9 million ($1.3 million).

ADVANCE TO SUPPLIERS (Details Narrative) $ in Millions	Dec. 31, 2022 USD ($)
ADVANCE TO SUPPLIERS
Advance to suppliers	$ 4.5

TAXES (Details) - USD ($)	12 Months Ended
TAXES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current tax provision	$ 460,040	$ 300,034	$ 303,246
Deferred tax provision	0	0	0
Income tax provision	460,040	300,034	303,246
Hong Kong [Member]
Current tax provision	0	0	0
Deferred tax provision	0	0	0
BVI [Member]
Current tax provision	0	0	0
Deferred tax provision	0	0	0
Cayman [Member]
Current tax provision	0	0	0
Deferred tax provision	0	0	0
PRC [Member]
Current tax provision	460,040	300,034	303,246
Deferred tax provision	$ 0	$ 0	$ 0

ADVANCE TO SUPPLIERS

12 Months Ended

Dec. 31, 2022

ADVANCE TO SUPPLIERS

ADVANCE TO SUPPLIERS

NOTE 7 — ADVANCE TO SUPPLIERS

In connection with the technological consulting services provided to Chinese universities / colleges for the “smart campus” projects as disclosed in Note 4, the Company made advance payment to suppliers for purchase of electronic sensors, smartboards, projectors, LED display panels, high definition classroom audio and sound system and other lab-based equipment. The balances of advance to suppliers were nil and $4.5 million as of December 31, 2022 and 2021, respectively. There was no allowance recorded as the Company considers all of the advances fully realizable.

CONTRACT LIABILITIES (Details Narrative) $ in Millions	12 Months Ended
CONTRACT LIABILITIES (Details Narrative) $ in Millions	Dec. 31, 2022 USD ($)
Recognize revenue	$ 7.8
Course fees received from students
Fee received	7.5
Tailored job readiness training service fees
Fee received	0.3
Consulting [Member]
Recognize revenue	$ 0.3

INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	12 Months Ended
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
INTANGIBLE ASSETS, NET
Amortization expense for intangible assets	$ 32,365	$ 0	$ 0

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2022

BUSINESS COMBINATIONS

Schedule of acquisition is summarized

	For the
	year ended
	December 31,
	2022
Cash	$	4,467
Accounts receivable		687,612
Other receivables		23,211
Property and equipment, net		34,192
Intangible assets, net		468,482
Right-of-use assets, net		233,467
Total assets	$	1,451,431

Accounts payable	$	(1,028,338	)
Short-term bank loans		(409,572	)
Taxes payable		(35,425	)
Due to related parties		(82,909	)
Lease liability		(45,551	)
Accrued expenses and other current liabilities		(1,631,183	)
Less: Total liabilities	$	(3,232,978	)

Net tangible liabilities	$	(1,781,547	)
Goodwill		11,681,547
Total fair value of purchase price allocation	$	9,900,000

Consideration in the form of shares	$	7,700,000
Contingency consideration		2,200,000
Total consideration	$	9,900,000

Schedule of contingent consideration

	For the
	year ended
	December 31,
	2022
Cash	$	7,335,975
Other receivables		951,139
Property and equipment, net		10,154,195
Intangible assets, net		1,284,797
Total assets	$	19,726,106

Accounts payable	$	(3,089,786	)
Taxes payable		(747	)
Accrued expenses and other current liabilities		(18,630,396	)
Less: total liabilities	$	(21,720,929	)

Net tangible liabilities	$	(1,994,823	)
Goodwill		61,994,823
Total fair value of purchase price allocation	$	60,000,000

Consideration in the form of cash (prepaid in fiscal 2021)	$	1,492,772
Consideration in the form of receivables offsetting purchase consideration		39,191,427
Contingency consideration		19,315,801
Total consideration	$	60,000,000

GOING CONCERN UNCERTAINTIES

12 Months Ended

Dec. 31, 2022

GOING CONCERN UNCERTAINTIES

GOING CONCERN UNCERTAINTIES

NOTE 2 — GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

The financial statements have been prepared on a going concern basis, which assumes the Company will continue its operations in the foreseeable future and that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. As disclosed the financial statements, the Company incurred a net loss of US$1,688,903 for the fiscal year ended December 31, 2022. As of December 31, 2022, the Company’s current liabilities exceeded its current assets by US$1,577,013 and the Company’s accumulated loss by US$1,828,205. The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its shareholders.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Property and equipment

		Useful life
Office equipment and furniture		5 years
Building		50 years
Transportation vehicles		5 years
Electronic equipment		5 years

Schedule of Revenue disaggregated

	December 31,	December 31,	December 31,
	2022	2021	2020
Year-end spot rate	US$1=RMB6.8972	US$1=RMB6.3640	US$1=RMB6.5250
Average rate	US$1=RMB6.7526	US$1=RMB6.4441	US$1=RMB6.8878

LAND USE RIGHTS, NET (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
LAND USE RIGHTS, NET
Land use rights	$ 1,762,469	$ 0
Less: accumulated amortization	(493,033)	0
Less: accumulated amortization98	$ 1,269,436	$ 0

TAXES

12 Months Ended

Dec. 31, 2022

TAXES

TAXES

NOTE 15 — TAXES

(a) Corporate Income Taxes (“CIT”)

Cayman Islands

Under the current tax laws of the Cayman Islands, the Company, Aiways Automobile, and Aiways Merger Sub are not subject to tax on its income or capital gains. In addition, no Cayman Islands withholding tax will be imposed upon the payment of dividends by the Company to its shareholders.

BVI

Yi Xin BVI and Wanwang are incorporated in the BVI as an offshore holding company and are not subject to tax on income or capital gain under the laws of BVI.

Hong Kong

Boya Hong Kong and Wan Zhong are incorporated in Hong Kong and are subject to profit taxes in Hong Kong at a rate of 16.5%. However, Boya Hong Kong and Wan Zhong did not generate any assessable profits arising in or derived from Hong Kong for the fiscal years ended December 31, 2022, 2021 and 2020, and accordingly no provision for Hong Kong profits tax has been made in these periods.

(a) Corporate Income Taxes (“CIT”) (Continued)

PRC

Under the Enterprise Income Tax (“EIT”) Law of PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. EIT grants preferential tax treatment to High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years.

China Liberal Beijing was approved as a HNTE and is entitled to a reduced income tax rate of 15% and can claim additional tax deductions for certain expenses (“Preferential Tax Treatment”) beginning December 2016, which is valid for three years. In December 2019, China Liberal Beijing successfully renewed its HNTE Certificate with local government and has since continued to enjoy the reduced income tax rate of 15% for another three years by December 2022. EIT is typically governed by the local tax authority in the PRC. Each local tax authority at times may grant tax holidays to local enterprises as a way to encourage entrepreneurship and stimulate local economy. Other subsidiaries in the PRC are subject to a standard 25% income tax rate.

The corporate income taxes of China Liberal Beijing for fiscal years 2021 and 2020 were reported at the Preferential Tax Treatment as a result of China Liberal Beijing being approved as a HNTE. The corporate income taxes of Oriental Wisdom for the fiscal year 2022 was also reported at the Preferential Tax Treatment due to its status as an HNTE. The corporate income taxes for fiscal year 2021 were reported at a blended reduced rate as a result of China Liberal Beijing being approved as a HNTE and enjoying a 15% reduced income tax rate, while China Liberal Fujian is subject to a standard 25% income tax rate. The impact of the Preferential Tax Treatment noted above decreased corporate income taxes of China Liberal Beijing by $0.8 million, $0.2 million and $0.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. The benefit of the tax holidays on net income per share (basic and diluted) $0.04, $0.02 and $0.04 for the years ended December 31, 2022, 2021 and 2020, respectively.

The components of the income tax provision are as follows:

	December 31,		December 31,		December 31,
	2022		2021		2020
Current tax provision
Cayman	$	-	$	-	$	-
BVI		-		-		-
Hong Kong		-		-		-
PRC		460,040		300,034		303,246
Total current tax provision	$	460,040	$	300,034	$	303,246
Deferred tax provision
Cayman	$	-	$	-	$	-
BVI		-		-		-
Hong Kong		-		-		-
PRC		-		-		-
Total deferred tax provision		-		-		-
Income tax provision	$	460,040	$	300,034	$	303,246

(a) Corporate Income Taxes (“CIT”) (continued)

The following table reconciles the China statutory rates to the Company’s effective tax rate for the years ended December 31, 2022, 2021 and 2020:

	December 31,			December 31,			December 31,
	2022			2021			2020
China Income tax statutory rate	(25.0		%)		25.0	%		25.0	%
Permanent difference		23.1	%		1.1	%		0.6	%
Effect of PRC preferential tax treatment	(31.5		%)	(9.9		%)	(10.0		%)
Non-PRC entities not subject to PRC income tax		70.8	%		15.4	%		4.5	%
Effective tax rate		37.4	%		31.6	%		20.1	%

The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. As of December 31, 2022, all of the Company’s tax returns for its PRC subsidiaries remain open for statutory examination by PRC tax authorities.

(b) Taxes payable

Taxes payable consist of the following:

	December 31,		December 31,
	2022		2021
Income tax payable	$	865,605	$	517,272
Value added tax payable		475,861		221,243
Other taxes payable		13,499		2,451
Total taxes payable	$	1,354,965	$	740,966

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company balances and transactions are eliminated upon consolidation.

Uses of estimates

Risks and Uncertainties

Liquidity

Cash

Account receivables and contracts assets, net

Account receivables are recorded net of allowance for uncollectible accounts.

Advances to suppliers

Inventories

Lease

Impairment of long-lived Assets

Fair value of financial instruments

	·	Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	·	Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

	·	Level 3 — inputs to the valuation methodology are unobservable.

Property and equipment

		Useful life
Office equipment and furniture		5 years
Building		50 years
Transportation vehicles		5 years
Electronic equipment		5 years

Land use rights

Land use rights are stated at cost less accumulated amortization, which are amortized using the straight-line method with the estimated useful lives of 50 years.

Goodwill

Intangible assets

Accounts payable

Borrowings

Contingent consideration

Revenue recognition

The Company’s revenues are primarily derived from providing a wide range of educational services and programs to customers, as disclosed below.

Revenues are reported net of all value added taxes.

The Company generates its revenue from the following sources:

Sino-foreign Jointly-Managed Academic Programs

Revenue recognition (continued)

Sino-foreign Jointly-Managed Academic Programs (continued)

Sales of textbooks and course materials

Revenue recognition (Continued)

Overseas Study Consulting Service

Revenue recognition (Continued)

Technological Consulting and Support Services

Revenue recognition (Continued)

Technological Consulting and Support Services (continued)

Tailored job readiness training services

Course fees

Revenue recognition (Continued)

Contract Balances and Remaining Performance Obligations

Contract balances typically arise when a difference in timing between the transfer of control to the customer and receipt of consideration occurs.

Revenue recognition (Continued)

Contract Balances and Remaining Performance Obligations (continued)

Income taxes

Value added tax (“VAT”)

Share-based compensation

Earnings (loss) per share

Related parties

Foreign currency translation

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	December 31,	December 31,	December 31,
	2022	2021	2020
Year-end spot rate	US$1=RMB6.8972	US$1=RMB6.3640	US$1=RMB6.5250
Average rate	US$1=RMB6.7526	US$1=RMB6.4441	US$1=RMB6.8878

Comprehensive income (loss)

Statement of Cash Flows

Recent accounting pronouncements

The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued.

BUSINESS COMBINATIONS (Details 1) - USD ($)	Dec. 31, 2022	Sep. 02, 2022	Dec. 31, 2021
Other receivables	$ 300,133		$ 10,921
Property and equipment, net	10,194,930		35,384
Total assets	103,988,552		43,633,731
Accounts payable	(878,429)		(169,137)
Taxes payable	(1,354,965)		(740,966)
Less: Total liabilities	(41,504,251)		(1,675,343)
Goodwill	73,676,370		$ 0
Purchase Acquisition [Member] \| Wanwang, the acquired company, Xiaoshi Huang and Thrive Shine Limited
Cash	7,335,975
Other receivables	951,139
Property and equipment, net	10,154,195
Intangible assets, net	1,284,797
Total assets	19,726,106
Accounts payable	(3,089,786)
Taxes payable	(747)
Accrued expenses and other current liabilities	(18,630,396)
Less: Total liabilities	(21,720,929)
Net tangible liabilities	(1,994,823)
Goodwill	61,994,823
Total fair value of purchase price allocation	60,000,000
Consideration in the form of cash	1,492,772
Contingency consideration	19,315,801
Total consideration	60,000,000	$ 60,000,000
Consideration in the form of receivables offsetting purchase consideration	$ 39,191,427

ORGANIZATION AND BUSINESS DESCRIPTION (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($)
Chia Liberal Fujian Education Technology Group Co., Ltd
Date of incorporation	Apr. 19, 2021
Owned subsidiary of Boya Hong Kong	100.00%
Registered capital	$ 7,900,000
Boya Hong Kong [Member] \| China Liberal Beijing [Member]
Date of incorporation	Aug. 08, 2011
Proportion of ownership interest in subsidiary	91.17%
Remaining proportion of ownership interest in subsidiary	8.82%
Non-controlling interest	8.82%
Non-controlling interest total price	$ 453,669
Total value of the non-controlling interest	$ 540,907
Owned subsidiary of Boya Hong Kong	100.00%
Registered capital	$ 510,000
Ownership interest owned by Shareholders	100.00%
Boya Hong Kong [Member] \| Yi Xin BVI [Member]
Proportion of ownership interest in subsidiary	100.00%
Name Of Subsidiary	Yi Xin BVI International Investment Limited
Common Stock
Place Of Incorporation	Cayman Islands
Name Of Subsidiary	China Liberal Education Holdings Limited

CONTRACT LIABILITIES

12 Months Ended

Dec. 31, 2022

CONTRACT LIABILITIES

CONTRACT LIABILITIES

NOTE 12 – CONTRACT LIABILITIES

Contract liabilities consist of the following:

	December 31,		December 31,
	2022		2021

Contract liabilities - course fees	$	7,520,859		-
Contract liabilities - tailored job readiness training services		251,368		-
Contract liabilities - overseas study consulting services		-		291,833
Total	$	7,772,227	$	291,833

Contract liabilities primarily consists of $7.5 million in course fees received from students and $0.3 million in tailored job readiness training service fees received from education institutions for which the Company’s revenue recognition criteria have not been met. The Company’s remaining performance obligations represents the amount of the transaction price for which service has not been performed. The course fees and the training service fees will be recognized as revenue once the criteria for revenue recognition are met. The Company expects to recognize revenue of $7.8 million arising from contract liabilities as of December 31, 2022, for the financial year ending December 31, 2023.

Revenue from overseas study consulting services recognized during the year ended December 31, 2022 that was included in the contract liabilities as of December 31, 2021 amounted to $0.3 million.

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2022

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Schedule of Prepaid expenses and other current assets

	December 31			December 31
	2022			2021
Receivable from Minjiang University	$	1,520,472			-
Prepaid expenses (2)		1,350,171			67,827
Security deposits		178,947			97,208
Receivable from Fuzhou Education Bureau		126,441			-
Receivable from Melbourne Institute of Technology		119,903			-
Other receivable (1)		300,133			10,921
Subtotal		3,596,067			175,956
Allowance for doubtful accounts		(120,353	)		-
Prepaid expenses and other current assets, net	$	3,475,714		$	175,956

INTANGIBLE ASSETS, NET (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
INTANGIBLE ASSETS, NET
Online course and software copyrights	$ 633,300	$ 0
Less: accumulated amortization	(210,028)	0
Intangible asset, net	$ 423,272	$ 0

SHAREHOLDERS EQUITY

12 Months Ended

Dec. 31, 2022

SHAREHOLDERS EQUITY

SHAREHOLDERS' EQUITY

NOTE 19 — SHAREHOLDERS’ EQUITY

Ordinary Shares

The authorized share capital of the Company is 50,000,000 shares of par value of $0.001 each.

Issuance of ordinary shares

On May 12, 2020, the Company completed its initial public offering of 1,333,333 ordinary shares at a public offering price of $6.00 per share. The gross proceeds were $8 million before deducting underwriting discounts and other offering expenses, resulting in net proceeds of approximately $5.4 million. In connection with the offering, the Company’s ordinary shares began trading on the Nasdaq Capital Market under the symbol “CLEU.”

In March 2021, the Company filed a Registration Statement on Form F-1 to register 6,000,000 ordinary shares of the Company in an effort to offer these shares to potential investors and raise funds as working capital and potential future acquisitions. On April 19, 2021, the Company entered into certain subscription agreements with investors through a self-written public offering, pursuant to which the Company sold an aggregate of 6,000,000 ordinary shares, par value $0.001 per share, at a purchase price of $5.0 per share. The net proceeds to the Company from this offering were $29.0 million.

On February 20, 2022, the Company entered into a subscription agreement (the “Subscription Agreement”) with Ms. Ngai Ngai Lam, the chief executive officer and chairperson of the board of directors of the Company, pursuant to which Ms. Ngai Ngai Lam agreed to subscribe for and purchase, and the Company agreed to issue and sell to Ms. Ngai Ngai Lam, 2,000,000 ordinary shares of the Company, par value $0.001 per share, at a purchase price of $1.50 per ordinary share and an aggregate purchase price of $3.0 million. The net proceeds to the Company from this offering were $3.0 million.

On April 18, 2022, the Company issued and sold a total of 6,000,000 ordinary shares at a price of $1.50 per share to certain accredited investors in a private placement transaction. The net proceeds to the Company from this offering were $9.0 million.

As of December 31, 2022 and 2021, the Company had a total of 31,598,333 and 13,848,333 ordinary shares issued and outstanding, respectively.

Statutory reserve and restricted net assets

The Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China.

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the board of directors of the Company (the “Board of Directors”). The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion and production or increase in registered capital, but are not distributable as cash dividends.

Relevant PRC laws and regulations restrict each of the Company’s PRC subsidiaries from transferring a portion of its net assets, equivalent to its statutory reserves and its share capital, to the Company in the form of loans, advances or cash dividends. Only a PRC subsidiary’s accumulated profits may be distributed as dividends to the Company without the consent of a third party. As of December 31, 2022 and 2021, the restricted amounts as determined pursuant to PRC statutory laws totaled $1.0 million and $0.7 million, respectively, and total restricted net assets amounted to $7.6 million and $10.1 million, respectively.

Share-based compensation

On May 14, 2021, the Board of Directors granted the Company’s independent directors a total of 15,000 ordinary shares, par value $0.001 per share, vested immediately in full upon the grant. The fair value of the ordinary shares granted was $53,250 as of May 14, 2021, based on the market price of the Company’s ordinary share as of the date of the grant. The Company recognized share-based compensation expense of $53,250 for the year ended December 31, 2021.

On December 16, 2021, the Board of Directors granted a total of 1,500,000 ordinary shares, par value of $0.001 per share to 12 employees of the Company under the 2021 Share Incentive Plan, vested immediately in full upon the grant. The fair value of the ordinary shares granted was $2,235,000 as of December 16, 2021, based on the market price of the Company’s ordinary share as of the date of the grant. The Company recognized share-based compensation expense of $2,235,000 for the year ended December 31, 2021.

On October 14, 2022, the Board of Directors granted a total of 2,750,000 ordinary shares, par value of $0.001 per share to 12 employees of the Company, vested immediately in full upon the grant. The fair value of the ordinary shares granted was $2,832,500 as of October 14, 2022, based on the market price of the Company’s ordinary share as of the date of the grant. The Company recognized share-based compensation expense of $2,832,500 for the year ended December 31, 2022.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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