China Liberal Education Holdings Limited Announces Suspension of Nasdaq Trading

Rhea-AI Summary

China Liberal Education Holdings Limited (CLEU) announced that Nasdaq will suspend trading of its securities effective June 3, 2025, due to multiple compliance issues. The company failed to submit a request for an extended stay or address its delinquent annual report filing (Form 20-F) for FY2024. This suspension follows an earlier delisting determination by Nasdaq based on public interest concerns regarding CLEU's substantial share issuance in December 2024. While the company has appealed the delisting decision and submitted supporting materials, it did not address the Form 20-F filing delinquency, leading to the trading suspension. CLEU states it is evaluating options and remains committed to compliance with SEC and Nasdaq requirements.

Positive

• Company has submitted written materials appealing the delisting determination
• Management states commitment to compliance with SEC and Nasdaq requirements

Negative

• 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

Securities Compliance Attorney

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.

BEIJING, June 1, 2025 /PRNewswire/ -- China Liberal Education Holdings Limited ("China Liberal" or the "Company") (Nasdaq: CLEU), a China-based company that provides technological consulting services for smart campus solutions and other educational services, today announced that on May 30, 2025, the Company received notice from The Nasdaq Stock Market LLC ("Nasdaq") that the Company's securities will be suspended from trading on Nasdaq effective June 3, 2025. The suspension is due to the Company's failure to submit a request for an extended stay or otherwise address the delinquency in filing its annual report on Form 20-F for the fiscal year ended December 31, 2024, in its written submissions to the Nasdaq Hearings Panel (the "Panel").

As previously publicly announced and also disclosed in the Company's Current Reports on Form 6-K filed with the U.S. Securities and Exchange Commission ("SEC") in May 2025, the Company is awaiting a decision from the Panel regarding its appeal of an earlier determination by Nasdaq's Listing Qualifications Department (the "Staff") to delist the Company's securities. That determination was based on public interest concerns related to the Company's substantial issuance of ordinary shares in December 2024.

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 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 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

Why is CLEU stock being suspended from Nasdaq trading?

CLEU stock is being suspended due to failure to address delinquent Form 20-F filing and public interest concerns over substantial share issuance in December 2024.

When will CLEU stock suspension take effect on Nasdaq?

CLEU stock will be suspended from trading on Nasdaq effective June 3, 2025.

What compliance issues is China Liberal Education facing with Nasdaq?

The company faces issues including delinquent Form 20-F filing for FY2024 and public interest concerns regarding substantial share issuance in December 2024.

Has China Liberal Education appealed the Nasdaq delisting decision?

Yes, CLEU has submitted written materials appealing the delisting determination to the Nasdaq Hearings Panel and awaits their decision.

What options does CLEU have to maintain its Nasdaq listing?

The company is evaluating all available options and states commitment to compliance, but has already failed to request a stay of suspension or address Form 20-F filing issues.