Filing Details

CHINA LIBERAL EDUCATION HOLDINGS LIMITED

(Name of Issuer)

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

CUSIP No. G2161Y109

1

Name of Reporting Person

Ever Alpha Global Limited

2

Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

3

SEC Use Only

4

Citizenship or Place of Organization

 
British Virgin Islands 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
 

0

6

Shared Voting Power

2,057,942 ⁽¹⁾

7

Sole Dispositive Power

  
0

8

Shared Dispositive Power

2,057,942 ⁽¹⁾

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,057,942 ⁽¹⁾

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

☐ 

11

Percent of Class Represented by Amount in Row 9
 

32.49% ⁽²⁾

12

Type of Reporting Person

 
FI

(1)

Represents 2,057,942 ordinary shares indirectly held by Ngai Ngai Lam.

(2)

The beneficial ownership percentage is calculated based on 6,333,333 ordinary shares of the Issuer issued and outstanding as of the date of this filing.

CUSIP No. G2161Y109

1

Name of Reporting Person

Ngai Ngai Lam

2

Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

3

SEC Use Only

4

Citizenship or Place of Organization

Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”)

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

0

6

Shared Voting Power
 

2,057,942 ⁽¹⁾

7

Sole Dispositive Power

0

8

Shared Dispositive Power
 

2,057,942 ⁽¹⁾

9

Aggregate Amount Beneficially Owned by Each Reporting Person
 

2,057,942 ⁽¹⁾ 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

11

Percent of Class Represented by Amount in Row 9
 

32.49% ⁽²⁾

12

Type of Reporting Person
 

IN

(1)

Represents 2,057,942 ordinary shares indirectly held by Ngai Ngai Lam through Ever Alpha Global Limited.

(2)

The beneficial ownership percentage is calculated based on 6,333,333 ordinary shares of the Issuer issued and outstanding as of the date of this filing.

CUSIP No. G2161Y109

(a)

Name of Issuer:

China Liberal Education Holdings Limited

(b)

Address of Issuer’s Principal Executive Offices:

Room 1618 Zhongguangcun MOOC Times Building, 18 Zhongguangcun Street, Haidian District. Beijing, People’s Republic of China 100190

(a)

Name of Person Filing:

(i)

(ii)

(collectively, the “Reporting Persons”)

(b)

Address of Principal Business Office, or if None, Residence:

The addresses of the Reporting Persons are:

(i)

Vistra Corporate Services Centre, Wickhams Cay II, Road Town Tortola, VG1110, British Virgin Islands.

(ii)

Ngai Ngai Lam

Room 1618 Zhongguangcun MOOC Times Building, 18 Zhongguangcun Street, Haidian District. Beijing, People’s Republic of China 100190

(c)

Citizenship:

(i)

British Virgin Islands

(ii)

Ngai Ngai Lam

Hong Kong

(d)

Title of Class of Securities:

Ordinary Shares, par value $0.001 per share

(e)

CUSIP Number: G2161Y109

(a)

☐

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)

☐

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐

An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

Reporting Persons

Beneficial Ownership⁽¹⁾

Percentage of Total Ordinary Shares⁽¹⁾⁽³⁾

Sole Voting Power

Shared Voting
Power ⁽¹⁾

Sole Dispositive Power

Shared Dispositive Power ⁽¹⁾

Ever Alpha Global Limited ⁽²⁾

2,057,942

32.49%

0

2,057,942

0

2,057,942

Ngai Ngai Lam

2,057,942

32.49%

0

2,057,942

0

2,057,942

(1)

Represents the number of ordinary shares indirectly held by Ngai Ngai Lam through Ever Alpha Global Limited as of the date of this filing.

(2)

Ever Alpha Global Limited is wholly owned and controlled by Ngai Ngai Lam.

(3)

The beneficial ownership percentage is calculated based on 6,333,333 ordinary shares of the Issuer issued and outstanding as of the date of this filing.

Exhibit No.

Description

99.1

Joint Filing Agreement

Ever Alpha Global Limited

/s/ Ngai Ngai Lam

Name: Ngai Ngai Lam

Title: Sole Director

/s/ Ngai Ngai Lam

Name: Ngai Ngai Lam