China Liberal Education Holdings Limited Announces Share Consolidation

Rhea-AI Summary

China Liberal Education Holdings (CLEU) has announced a 15-to-1 share consolidation effective December 24, 2024. Each fifteen pre-consolidation ordinary shares with $0.015 par value will automatically combine into one ordinary share with $0.225 par value. The company's shares will continue trading on the Nasdaq Capital Market under the same symbol 'CLEU' but with a new CUSIP number G2161Y125. All fractional shares will be rounded up to whole numbers. Post-consolidation, the company's authorized share capital will be $225,000,000, divided into 1,000,000,000 ordinary shares of $0.225 par value each.

Positive

• Share consolidation may help maintain Nasdaq listing compliance
• Automatic conversion requires no shareholder action
• Fractional shares will be rounded up, benefiting shareholders

Negative

• Share consolidation reduces the total number of outstanding shares by 93.33%
• May indicate underlying concerns about share price performance
• Could potentially reduce stock liquidity

Insights

Financial Analyst

The announced 15:1 share consolidation by China Liberal Education appears to be a defensive move to maintain Nasdaq listing compliance, particularly given the company's micro-cap status with a market cap of just <money>$54.6 million</money>. This corporate action essentially reduces the number of outstanding shares while proportionally increasing the share price, though it doesn't fundamentally change the company's market value.

The timing, scheduled for December 24, 2024 and the generous rounding up of fractional shares to whole numbers suggests a strategic approach to maintain investor holdings while potentially addressing minimum bid price requirements. The adjustment of the authorized share capital to <money>$225 million</money> with 1 billion shares at <money>$0.225</money> par value indicates the company is maintaining significant flexibility for future issuances, which could signal potential dilution risks for current shareholders. The consolidation might temporarily boost the share price, but without fundamental business improvements, this technical adjustment alone is unlikely to create sustainable value.

BEIJING, Dec. 20, 2024 /PRNewswire/ -- China Liberal Education Holdings Limited (Nasdaq: CLEU) ("China Liberal" or the "Company"), a China-based company that provides technological consulting services for smart campus solutions and other educational services, today announced that the Company plans to effect a share consolidation of fifteen (15) ordinary shares with par value of $0.015 per share each in the Company's issued and unissued share capital into one (1) ordinary share with par value of US$0.225 (the "Share Consolidation"). As a result of the Share Consolidation, each fifteen (15) pre-consolidation ordinary shares outstanding will automatically combine and convert into one issued and outstanding ordinary share without any action on the part of the shareholders.

The Share Consolidation will be effective on December 24, 2024. Beginning with the opening of trading on December 24, 2024, the Company's ordinary shares will begin trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol "CLEU" but under a new CUSIP number of G2161Y125. No fractional shares will be issued in connection with the Share Consolidation. All fractional shares will be rounded up to the whole number of shares. Immediately following the Share Consolidation, the authorized share capital of the Company will be US$225,000,000 divided into 1,000,000,000 ordinary shares of US$0.225 par value each.

About China Liberal Education Holdings Limited

China Liberal is an educational services provider headquartered in Beijing, China. China Liberal provides a wide range of services, including technological consulting for Chinese universities to improve their campus information and data management systems, designed to enhance the teaching, operating, and management environment of the universities, thus establishing a "smart campus." Additionally, China Liberal offers tailored job readiness training for graduating students. For more information, please visit the Company's website at http://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 using terminology such as "may," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "hopes" or the negative of these or similar terms. When 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 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 required by law. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can provide no assurance that these expectations will prove to be accurate, and it cautions investors that actual results may differ materially from the anticipated results. Investors are encouraged to review the risk factors that may affect future results in the Company's most recent annual report on Form 20-F for the year ended December 31, 2023 and in its other filings with the SEC.

Investor Relations Contact

China Liberal Education Holdings Limited
Email: ir@chinaliberal.com 

Ascent Investor Relations LLC
Tina Xiao
President
Phone: +1 646-932-7242
Email: investors@ascent-ir.com 

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SOURCE China Liberal Education Holdings Limited

FAQ

What is the ratio of CLEU's share consolidation announced on December 20, 2024?

CLEU announced a 15-to-1 share consolidation, where fifteen ordinary shares will be consolidated into one ordinary share.

When will CLEU's share consolidation become effective?

The share consolidation will become effective on December 24, 2024.

What happens to fractional shares in CLEU's share consolidation?

All fractional shares will be rounded up to the whole number of shares.

What will be CLEU's new par value per share after the consolidation?

After the consolidation, the par value will be $0.225 per share, up from $0.015 pre-consolidation.

Will CLEU's trading symbol change after the share consolidation?

No, CLEU will continue trading under the same symbol 'CLEU' on the Nasdaq Capital Market, but with a new CUSIP number G2161Y125.