BEIJING, April 7,
2022 /PRNewswire/ -- China Liberal Education Holdings
Limited (Nasdaq: CLEU) ("China Liberal", or the "Company"), a
China-based company that provides
smart campus solutions and other educational services, today
announced that it entered into definitive subscription agreements
(the "Agreements") with certain accredited investors in a private
placement transaction, pursuant to which the investors agreed to
subscribe for and purchase, and the Company agreed to issue and
sell an aggregate of 6,000,000 ordinary shares of the Company, par
value $0.001 per share, to these
investors for an aggregate purchase price of US$9.0 million. The Agreements and the
transactions contemplated thereby have been approved by the
Company's board of directors on April 1,
2022.
Pursuant to the Agreements, the Company agreed to sell an
aggregate of 6,000,000 ordinary shares, par value $0.001 per share, at a purchase price of
$1.50 per share. The Company intends
to use the proceeds for its working capital and general corporate
purposes.
The ordinary shares sold in the private placement have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United
States absent registration with the U.S. Securities and
Exchange Commission ("SEC") or an applicable exemption from such
registration requirements. The offer and sale of the Company's
ordinary shares under the Agreements were made as part of an
"offshore transaction" and there was no "directed selling efforts"
in the United States and, as such,
such offer and sale falls under an exemption provided under
Regulation S from the Section 5 registration requirements of the
Securities Act of 1933, as amended.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.
For further details of this transaction, please see the Form 6-K
filed with the SEC on April 7,
2022.
About China Liberal Education Holdings Limited
China Liberal, headquartered in Beijing, is an educational
services provider in China. It provides a wide range of
services, including those under sino-foreign jointly managed
academic programs; overseas study consulting services;
technological consulting services for Chinese universities to
improve their campus information and data management system and to
optimize their teaching, operating and management environment,
creating a "smart campus"; and tailored job readiness training to
graduating students. For more information, please visit the
Company's website at ir.chinaliberal.com.
Forward-Looking Statements
This document contains forward-looking statements. These
forward-looking statements involve known and unknown risks and
uncertainties and are based on the Company's expectations and
projections about future events, which the Company derives from the
information currently available to the Company. Such
forward-looking statements relate to future events or our future
performance, including: our financial performance and projections;
our growth in revenue and earnings; and our business prospects and
opportunities. You can identify forward-looking statements by those
that are not historical in nature, particularly those that use
terminology such as "may," "should," "expects," "anticipates,"
"contemplates," "estimates," "believes," "plans," "projected,"
"predicts," "potential," or "hopes" or the negative of these or
similar terms. In evaluating these forward-looking statements, you
should consider various factors, including: our ability to change
the direction of the Company; our ability to keep pace with new
technology and changing market needs; and the competitive
environment of our business. These and other factors may cause our
actual results to differ materially from any forward-looking
statement. Forward-looking statements are only predictions. The
forward-looking events discussed in this press release and other
statements made from time to time by us or our representatives, may
not occur, and actual events and results may differ materially and
are subject to risks, uncertainties and assumptions about us. The
Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances,
or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in
these forward-looking statements are reasonable, it cannot assure
you that such expectations will turn out to be correct, and the
Company cautions investors that actual results may differ
materially from the anticipated results and encourages investors to
review risk factors that may affect its future results in the
Company's registration statement and in its other filings with the
U.S. Securities and Exchange Commission.
Investor Relations Contact
China Liberal Education Holdings Limited
Email:ir@chinaliberal.com
Ascent Investor Relations LLC
Ms. Tina Xiao
Email: tina.xiao@ascent-ir.com
Tel: +1 917 609 0333
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SOURCE China Liberal Education Holdings Limited