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$China Liberal Education (CLEU.US)$ Private Placement; Entry into Definitive Agreements
On September 19, 2024, China Liberal Education Holdings Limited, an exempted company formed under the laws of the Cayman Islands (the “Company”), entered into subscription agreements (the “Subscription Agreements”) with ten individuals (the “Investors”), including Ms. Ngai Ngai Lam, the chief executive officer and chairperson of the board of directors of the Company, pursuant to which the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investors, an aggregate of 250,000,000 ordinary shares of the Company, par value $0.015 per share, at a purchase price of $0.28 per ordinary share and an aggregate purchase price of $70.0 million. The Subscription Agreement with Ms. Ngai Ngai Lam and the transaction contemplated thereby has been approved by the audit committee of the Company’s board of directors, and the Subscription Agreements with the remaining Investors and the transactions contemplated thereby have been approved by the Company’s board of directors.
The Company expects to receive gross proceeds of approximately $70.0 million from the issuance and expects settlement of the issuance to occur in accordance with the terms of the Subscription Agreements. The closing of the transactions contemplated by the Subscription Agreements shall take place on a date mutually agreed by the Company and the Investors.
The foregoing description of the Subscription Agreement is qualified in its entirety by reference to the full text of the Subscription Agreements, the form of which is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference.
EXHIBIT INDEX
On September 19, 2024, China Liberal Education Holdings Limited, an exempted company formed under the laws of the Cayman Islands (the “Company”), entered into subscription agreements (the “Subscription Agreements”) with ten individuals (the “Investors”), including Ms. Ngai Ngai Lam, the chief executive officer and chairperson of the board of directors of the Company, pursuant to which the Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Investors, an aggregate of 250,000,000 ordinary shares of the Company, par value $0.015 per share, at a purchase price of $0.28 per ordinary share and an aggregate purchase price of $70.0 million. The Subscription Agreement with Ms. Ngai Ngai Lam and the transaction contemplated thereby has been approved by the audit committee of the Company’s board of directors, and the Subscription Agreements with the remaining Investors and the transactions contemplated thereby have been approved by the Company’s board of directors.
The Company expects to receive gross proceeds of approximately $70.0 million from the issuance and expects settlement of the issuance to occur in accordance with the terms of the Subscription Agreements. The closing of the transactions contemplated by the Subscription Agreements shall take place on a date mutually agreed by the Company and the Investors.
The foregoing description of the Subscription Agreement is qualified in its entirety by reference to the full text of the Subscription Agreements, the form of which is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference.
EXHIBIT INDEX
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Jaguar8 : Oops 0.28/sh
Trytosaveabit OP Jaguar8 : Yeah but 70 million buckaroos ! Hehehe