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United States securities and exchange commission logo
May 23, 2024
Lina Liu
Chief Financial Officer
Yubo International Biotech Ltd
Room 105, Building 5, 31 Xishiku Avenue
Xicheng District, Beijing, China 100034
Re:Yubo International Biotech Ltd
Form 10-K filed April 12, 2024
File No. 000-21320
Dear Lina Liu:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Part I, Item 1. Business, page 1
1.We note your disclosure on pages 1 through 3 that you are a U.S. holding company
operating primarily through your wholly owned subsidiary, Platinum, which is not a
Chinese operating company but a Cayman Islands holding company with operations in
China through its subsidiaries and contractual arrangements with Yubo Beijing, the
Chinese operating company. In future filings, please revise at the onset of Part I to
disclose prominently that Yubo Beijing, your Chinese operating company, is a variable
interest entity based in China and that investors may never hold equity interests in the
Chinese operating company. Your disclosure should acknowledge that Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in
your operations and/or a material change in the value of your securities, including that it
could cause the value of your securities to significantly decline or become worthless.
2.In future filings, please provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China. Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of your securities or could significantly limit or

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completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange.
3.We note your disclosure on page 16 relating to your auditor. In future filings, please
prominently disclose in Part I the location of your auditor’s headquarters and whether and
how the Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company.
4.We note your disclosure on page 2 relating to the contracts and arrangements through
which you claim to have economic rights and exercise control that results in consolidation
of the VIE’s operations and financial results into your financial statements. In future
filings, please revise Part I to include a diagram of the company’s corporate structure,
identifying the person or entity that owns the equity in each depicted entity. Identify
clearly the entity in which investors are purchasing their interest and the entities in which
the company’s operations are conducted. Disclose the uncertainties regarding the status of
the rights of the Cayman Islands holding company and the WFOE with respect to its
contractual arrangements with the VIE, its founders and owners, and the challenges the
company may face enforcing these contractual agreements due to legal uncertainties and
jurisdictional limits.
5.We note your disclosure on page 2 that Platinum, the Cayman Islands holding company,
operates in China through its Hong Kong and PRC subsidiaries, including the WFOE and
Yubo Beijing. You also disclose that the WFOE entered into a series of contractual
arrangements with Yubo Beijing and its shareholders, allowing you to exercise effective
control over Yubo Beijing. In future filings, please clarify whether the Cayman Islands
holding company controls and receives the economic benefits of the VIE’s business
operations through contractual agreements between the VIE and your Wholly Foreign-
Owned Enterprise (WFOE) and, if true, that those agreements are designed to provide
your WFOE with the power, rights, and obligations equivalent in all material respects to
those it would possess as the principal equity holder of the VIE. We note your disclosure
on page 2 and F-6 that the WFOE is the primary beneficiary of the VIE. Please refrain
from implying that the contractual agreements are equivalent to equity ownership in the
business of the VIE. Any references to control or benefits that accrue to you because of
the VIE should be limited to a clear description of the conditions you have satisfied for
consolidation of the VIE under U.S. GAAP.
6.We note your disclosure on page 6 relating to the licenses and approvals Yubo Beijing has
obtained for its operations in China to date. In future filings, please also disclose each
permission or approval that you, your subsidiaries, or the VIEs are required to obtain from
Chinese authorities to offer securities to foreign investors. State whether you, your
subsidiaries, or VIEs are covered by permissions requirements from the China Securities

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Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve the VIE’s operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
7.We note your diagram illustrating the company’s cash flow on pages 34. In future filings,
please revise Part I to provide a clear description of how cash is transferred through your
organization. Disclose your intentions to settle amounts owed under the VIE agreements
and describe any restrictions and limitations on your ability to settle amounts owed under
the VIE agreements.
8.It appears that the consolidated VIE may constitute a material part of your consolidated
financial statements. In future filings, please provide in tabular form a condensed
consolidating schedule that disaggregates the operations and depicts the financial position,
cash flows, and results of operations as of the same dates and for the same periods for
which audited consolidated financial statements are required.  The schedule should
present major line items, such as revenue and cost of goods/services, and subtotals and
disaggregated intercompany amounts, such as separate line items for intercompany
receivables and investment in subsidiary. The schedule should also disaggregate the
parent company, the VIE and its consolidated subsidiaries, the WFOEs that are the
primary beneficiary of the VIE, and an aggregation of other entities that are
consolidated. The objective of this disclosure is to allow an investor to evaluate the nature
of assets held by, and the operations of, entities apart from the VIE, as well as the nature
and amounts associated with intercompany transactions. Any intercompany amounts
should be presented on a gross basis and when necessary, additional disclosure about such
amounts should be included in order to make the information presented not misleading.
9.In connection with the requested condensed consolidating schedule, in future filings,
please also provide a roll-forward of the investment in subsidiaries and VIE line item in
the parent's financial statements.
Item 1A. Risk Factors, page 7
10.We note your risk factor disclosure on page 10 relating to the risks arising from the legal
system in China. In future filings, please revise to disclose in your summary of risk factors
the risks that your corporate structure and being based in or having the majority of the
company’s operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks. For example, expand your disclosure relating
to the risks arising from the legal system in China to specifically discuss risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China

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can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities you
are registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of your securities to significantly decline or be worthless.
11.We note your disclosure on page 11 that the PRC government has “significant authority to
exert influence on the China operations of an offshore holding company.” Given the
Chinese government’s significant oversight and discretion over the conduct and
operations of your business, in future filings, please revise to provide additional disclosure
of any material impact that intervention, influence, or control by the Chinese government
has or may have on your business on the value of your securities. Highlight separately the
risk that the Chinese government may intervene or influence your operations at any time,
which could result in a material change in your operations and/or the value of your
securities. Also, given recent statements by the Chinese government indicating an intent to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, acknowledge the risk that any such action could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
We remind you that, pursuant to federal securities rules, the term “control” (including the
terms “controlling,” “controlled by,” and “under common control with”) means “the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise.
12.We note your disclosure on page 11 that “if a cybersecurity review is determined to apply
to [you] in the future, [you] may be required to suspend [y]our operations or experience
other distributions to [y]our operations.” In light of recent events indicating greater
oversight by the Cyberspace Administration of China (CAC) over data security,
particularly for companies seeking to list on a foreign exchange, please revise your
disclosure in future filings to clarify the extent to which you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.
General
13.In future filings, to the extent that one or more of your officers and/or directors are located
in China or Hong Kong, please create a separate Enforceability of Civil Liabilities section
for the discussion of the enforcement risks related to civil liabilities due to your officers
and directors being located in China or Hong Kong. Please identify each officer and/or
director located in China or Hong Kong and disclose that it will be more difficult to

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enforce liabilities and enforce judgments on those individuals. For example, revise to
discuss more specifically the limitations on investors being able to effect service of
process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and
time constraints. Also, please disclose these risks in a separate risk factor, which should
contain disclosures consistent with the separate section.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Jane Park at 202-551-7439 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services