China Liberal Education Holdings Limited Announces Suspension of Nasdaq Trading
- Company has submitted written materials appealing the delisting determination
- Management states commitment to compliance with SEC and Nasdaq requirements
- Trading suspension effective June 3, 2025 due to non-compliance
- Failure to file annual report Form 20-F for FY2024
- Public interest concerns over substantial share issuance in December 2024
- Failed to request stay of suspension or address Form 20-F filing delinquency
Insights
CLEU faces Nasdaq delisting for failing to file required reports and address concerns about substantial share issuance, signaling serious compliance failures.
China Liberal Education Holdings Limited (CLEU) has received a trading suspension notice from Nasdaq effective June 3, 2025, resulting from two separate compliance failures. The company failed to address its delinquency in filing its annual report on Form 20-F for fiscal year 2024, while simultaneously facing delisting proceedings over public interest concerns related to a substantial issuance of ordinary shares in December 2024.
The dual compliance issues represent a significant red flag. While CLEU has appealed the initial delisting determination related to the share issuance, it critically failed to request a stay of suspension or address the Form 20-F filing delinquency. From a regulatory perspective, failure to file timely annual reports with the SEC is a fundamental breach of disclosure obligations that protect investors.
The reference to "public interest concerns" regarding share issuance likely indicates Nasdaq's apprehension about potential dilution or other corporate governance issues that could harm shareholders. The vague statement that the company "continues to evaluate all available options" provides little concrete reassurance about remediation efforts or timeline. When a company faces multiple compliance issues simultaneously, the path to reinstatement becomes significantly more complex and uncertain.
Trading suspensions typically result in shares moving to over-the-counter markets, where liquidity is reduced, spreads widen, and institutional investor participation diminishes substantially. The combination of financial reporting delays and governance concerns suggests deeper operational or financial challenges that haven't been fully disclosed.
As previously publicly announced and also disclosed in the Company's Current Reports on Form 6-K filed with the
While the Company has submitted written materials in support of its appeal and has requested that the Panel make its decision based solely on the written record, it did not request a stay of suspension or address the additional basis for delisting stemming from the untimely filing of its annual report on the Form 20-F. As a result, the Panel has determined to suspend trading in the Company's securities.
The Company continues to evaluate all available options and remains committed to compliance with applicable SEC and Nasdaq requirements.
About China Liberal Education Holdings Limited
China Liberal is an educational services provider headquartered in
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 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