Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Yubo International Biotech Ltd (Name of Issuer) |
Class A Common Stock, $0.001 par value (Title of Class of Securities) |
988366100 (CUSIP Number) |
01/25/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 988366100 |
| 1 | Names of Reporting Persons
Boao Biotech Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,927,660.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) This percentage is based on 119,816,343 shares of Class A Common Stock outstanding as of May 13, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 13, 2025.
SCHEDULE 13G
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| CUSIP No. | 988366100 |
| 1 | Names of Reporting Persons
CAO YULIN | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,927,660.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) This percentage is based on 119,816,343 shares of Class A Common Stock outstanding as of May 13, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 13, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Yubo International Biotech Ltd | |
| (b) | Address of issuer's principal executive offices:
Room 1102, Building 2, 10 Chaoyang Park, South Road, Chaoyang District, Beijing, CHINA, 100026. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G (this "13G") is being filed jointly by Boao Biotech Limited, a British Virgin Islands limited liability company ("Boao"), and Mr. Yulin Cao, an individual (together with Boao, the "Reporting Persons"). The securities reported in this 13G are held directly by Boao. Mr. Yulin Cao is the sole Director of Boao, and as such, Yulin Cao may be deemed to have voting and investment power over such securities held by Boao. Mr. Yulin Cao disclaims beneficial ownership of such securities for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his indirect pecuniary interest therein, if any, and this 13G shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 13(d) or 13(g) of the Exchange Act or for any other purposes. The Reporting Persons have previously entered into a Joint Filing Agreement, dated June 3, 2025, which is attached hereto as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file jointly this 13G and any subsequent amendments hereto in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. | |
| (b) | Address or principal business office or, if none, residence:
C/O Wickham's Cay II, P.O. Box 2221 Road Town, Tortola, British Virgin Islands | |
| (c) | Citizenship:
Boao is a British Virgin Islands limited liability company. Mr. Yulin Cao is a citizen of China. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value | |
| (e) | CUSIP No.:
988366100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Boao: 19,927,660 Yulin Cao: 19,927,660 | |
| (b) | Percent of class:
Boao: 16.6% Yulin Cao: 16.6% This percentage is based on 119,816,343 shares of Class A Common Stock outstanding as of May 13, 2025, as disclosed in the Issuer?s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on May 13, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Boao: 0 Yulin Cao: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Boao: 19,927,660 Yulin Cao: 19,927,660 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Boao: 0 Yulin Cao: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Boao: 19,927,660 Yulin Cao: 19,927,660 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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