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
 Lina Liu
FirstName  LastNameLina
Yubo International BiotechLiu
                          Ltd
Comapany
May        NameYubo International Biotech Ltd
     23, 2024
May 23,
Page 2 2024 Page 2
FirstName LastName
         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
 Lina Liu
FirstName  LastNameLina
Yubo International BiotechLiu
                          Ltd
Comapany
May        NameYubo International Biotech Ltd
     23, 2024
May 23,
Page 3 2024 Page 3
FirstName LastName
         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
 Lina Liu
FirstName  LastNameLina
Yubo International BiotechLiu
                          Ltd
Comapany
May        NameYubo International Biotech Ltd
     23, 2024
May 23,
Page 4 2024 Page 4
FirstName LastName
         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
 Lina Liu
Yubo International Biotech Ltd
May 23, 2024
Page 5
         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,
FirstName LastNameLina Liu
                                                                Division of
Corporation Finance
Comapany NameYubo International Biotech Ltd
                                                                Office of
Industrial Applications and
May 23, 2024 Page 5                                             Services
FirstName LastName