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

Man Woo 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

462,685 ⁽¹⁾

7

Sole Dispositive Power

0

8

Shared Dispositive Power

462,685 ⁽¹⁾

9

Aggregate Amount Beneficially Owned by Each Reporting Person

462,685 ⁽¹⁾

10

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

☐ 

11

Percent of Class Represented by Amount in Row 9

3.747% ⁽²⁾

12

Type of Reporting Person

 
FI

(1)

Represents 462,685 ordinary shares indirectly held by Choi Sio Peng.

(2)

The beneficial ownership percentage is calculated based on 12,348,333 ordinary shares of the Issuer issued and outstanding as of the date of this filing.

CUSIP No. G2161Y109

1

Name of Reporting Person

Choi Sio Peng

2

Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

3

SEC Use Only

4

Citizenship or Place of Organization

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

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

0

6

Shared Voting Power

462,685 ⁽¹⁾

7

Sole Dispositive Power

0

8

Shared Dispositive Power

462,685 ⁽¹⁾

9

Aggregate Amount Beneficially Owned by Each Reporting Person

462,685 ⁽¹⁾ 

10

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

☐

11

Percent of Class Represented by Amount in Row 9

3.747% ⁽²⁾

12

Type of Reporting Person

 
IN

(1)

Represents 462,685 ordinary shares indirectly held by Choi Sio Peng through Man Woo Limited.

(2)

The beneficial ownership percentage is calculated based on 12,348,333 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)

Man Woo Limited

(ii)

Choi Sio Peng

(collectively, the “Reporting Persons”)

(b)

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

The addresses of the Reporting Persons are:

(i)

Man Woo Limited

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

(ii)

Choi Sio Peng

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

(c)

Citizenship:

(i)

Man Woo Limited

British Virgin Islands

(ii)

Choi Sio Peng

Macau

(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⁾

Man Woo Limited ⁽²⁾

462,685

3.747%

0

462,685

0

462,685

Choi Sio Peng

462,685

3.747%

0

462,685

0

462,685

(1)

Represents the number of ordinary shares indirectly held by Choi Sio Peng through Man Woo Limited as of the date of this filing.

(2)

Man Woo Limited is wholly owned and controlled by Choi Sio Peng.

(3)

The beneficial ownership percentage is calculated based on 12,348,333 ordinary shares of the Issuer issued and outstanding as of the date of this filing.

Exhibit No.

Description

99.1

Joint Filing Agreement

Man Woo Limited

Dated: July 30, 2021

/s/ Choi Sio Peng

Name: Choi Sio Peng

Title: Sole Director

/s/ Choi Sio Peng

Name: Choi Sio Peng

8