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YBAO registration revoked:
https://www.sec.gov/litigation/opinions/2021/34-92941.pdf
YBAO SEC Suspension for severely delinquent Financials:
https://www.sec.gov/litigation/suspensions/2021/34-91909.pdf
Order:
https://www.sec.gov/litigation/suspensions/2021/34-91909-o.pdf
Admin. Proceeding:
https://www.sec.gov/litigation/admin/2021/34-91908.pdf
I mean OS 7 mill?
yea, its still very fuzzy, maybe she did use her own personal owned shares of YBAO ? but it also says she returned shares to the treasury so I'll really need to do some reading on this one lol
MBOT
I got a little on the 8k but I'm pretty sure something good is going on, that BVI company only has 50k shares at par $1 and now YBAO owns it, she can't use YBAO shares to buy something for herself so we own whatever it is now
MBOT
Definitely has potential. Seems to be some buying interest.
she sold 2 mil + shares of YBAO to buy that BVI company, so now YBAO owns 100% of the BVI, they must have a plan for it?
also looking at the diagram i posted below, it helps a little to see whats going on
MBOT
the CEO of YBAO now owns 100% of Yibaoccyb, Ltd so my guess is that she will merge that into YBAO and it will become a new holding company
MBOT
STOCK PURCHASE AGREEMENT
This is an Agreement, entered into on June 30, 2019 (the “Effective Date”), by and between Xiuhua Song and Yibaoccyb, Ltd., an British Virgin Islands company, collectively the (“Buyer”), YBCC Inc. (“YBAO” or “Seller”), a corporation organized under the laws of Nevada with principal executive offices located at 618 Brea Canyon Rd, Suite A, Walnut, CA 91789 (the “Seller”), Xiuhua Song founder and CEO of Yibaoccyb, Ltd.(“Song”) and Yibaoccyb, Ltd.(“Yibaoccyb”).
Background
A. The Buyer owns 3,915,000 shares of the (40%) of YBAO’s Common Stock.
B. Buyer desires to purchase 25,500 shares of Yibao BVI which equals 51% of the equity of Yibaoccyb held by the Seller.
B. Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, such 51% interest in Yibaoccyb resulting in Buyer owning 100% of Yibaoccyb
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
1.0 Acquires of 51% Interest.
Acquired Shares of Stock. Upon the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, conveys and delivers to Buyers, and Buyer hereby purchases, accepts and acquires from Seller, free and clear of any and all liens or encumbrances of any kind whatsoever, 51% percent (51%) of the Yibaoccyb Shares (the “Acquired Shares”):
2.0 Purchase Price and Payment.
Common Shares. The purchase price for the Acquired shares shall be paid 2,040,000 common shares of YBAO (the “Common Shares”) as of the Effective Date. Such Common Shares shall be returned to YBAO’s treasury.
3.0 Closing.
Time and Place of Closing. The closing of the transactions described in this Agreement (“Closing”) shall take place upon the Effective Date or at such other time as the parties may mutually agree (the “Closing Date”).
4.0 Seller’s Representations and Warranties. Seller hereby makes the following representations and warranties to Buyer, each of which shall survive the Closing:
4.1 Corporate Organization. Seller is duly organized, validly existing, and in good standing under the laws of the State of Nevada and has qualified to do business in each jurisdiction where such qualification is required. Seller has all requisite corporate power and authority and all necessary licenses and permits to conduct its business as now conducted and to own, lease, and operate the assets and properties now owned, leased, or operated by it.
4.2 Compliance with Laws. Seller has complied with all applicable laws in the operation of its business and has not received any notice of violation of any law, ordinance, rule, regulation, or order which has a material adverse effect on or, so far as any of them can now reasonably foresee, could reasonably be expected to in the future to have a material adverse effect on the Acquired Assets.
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5.0 Buyer’s Representations and Warranties. Buyer hereby makes the following representations and warranties to Seller, each of which shall survive the Closing:
5.1 Enforceable Agreement - this Agreement has been duly executed and delivered by the Buyer and constitutes a legal, valid and binding obligation of the Buyer, enforceable by the Seller against the Buyer in accordance with its terms, subject to the availability of equitable remedies and the enforcement of creditors' rights generally;
5.2 Bankruptcy and Insolvency Matters – No action or proceeding has been commenced or filed by or against the Buyer which seeks or may lead to bankruptcy or any other similar proceeding in respect of the Buyer. No such action or proceeding has been authorized or is being considered by or on behalf of the Buyer and no creditor or equity security holder of the Buyer has, to the knowledge of the Buyer, threatened to commence or advise that it may commence, any such action or proceeding;
5.3 Broker's Fees – The Buyer has not incurred any obligation or liability, contingent or otherwise for broker's or finder's fees in respect of the transaction herein provided for which the Vendor shall have any obligation and liability;
5.4 Consents – no approval, consent, order, authorization or other action by, or notice to or fiSongg with, any governmental authority or regulatory or self-regulatory agency, or any other person or entity, and no lapse of a waiting period, is required in connection with the execution, delivery or performance by the Buyer of this Agreement; and
5.5 Litigation - there is no action, suit, proceeding or investigation pending or currently threatened against the Buyer its affiliates that questions the validity of this Agreement or the right of the Buyer to enter into this Agreement or to consummate, or cause to be consummated, the transactions contemplated hereby.
6.0 Indemnifications.
6.1 Indemnification By Buyer and Yibaoccyb. Buyer and Xiuhua Song (collectively “Indemnifiers”) shall jointly and severally defend, hold harmless, and indemnify Seller and its employees, officers, and managers, and members against all liabilities, damages, losses, claims, judgments and expenses (including reasonable attorneys’ fees and related costs) arising from (i) the conduct of Yibaoccyb business which is includes but not limited to any past, present or future liabilities of Yibaoccyb; or (ii) a material breach by Buyer of any of the covenants, agreements, warranties or representations contained in this Agreement.
6.2 Additional Indemnification of Indemnifiers. Additionally Indemnifiers shall indemnify and hold Seller and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Seller (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a “Seller Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Seller Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by the Buyer and Yibaoccybin this Agreement or (b) any action instituted against a Seller Party in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company or Yibaoccyb who is not an Affiliate of such Seller Party related go this agreement. If any action shall be brought against any Seller Party in respect of which indemnity may be sought pursuant to this Agreement, such Seller Party shall promptly notify the Indemnifiers in writing, and the Indemnifiers shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Seller Party. Any Seller Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Seller Party except to the extent that (i) the employment thereof has been specifically authorized by the Indemnifiers in writing, (ii) the Indemnifiers has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Seller Party, in which case the Indemnifiers shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.
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7.0 Miscellaneous.
7.1 Amendments; Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be binding unless in writing and signed by the party against whom the operation of such amendment, modification, or waiver is sought to be enforced. No delay in the exercise of any right shall be deemed a waiver thereof, nor shall the waiver of a right or remedy in a particular instance constitute a waiver of such right or remedy generally.
7.2 Notices. Any notice or document required or permitted to be given under this Agreement shall be deemed to be given on the date such notice is (i) deposited in the United States mail, postage prepaid, certified mail, return receipt requested, (ii) deposited with a commercial overnight delivery service with delivery fees paid, or (iii) transmitted by electronic mail with transmission acknowledgment, to the following addresses or such other address or addresses as the parties may designate from time to time by notice satisfactory under this section:
Buyer: Xiuhua Song
618 Brea Canyon road, STE A
Walnut, CA 91789
Attn: Xiuhua Song
Seller: YBCC, Inc.
618 Brea Canyon road, STE A
Walnut, CA 91789
Attn: Xiuhua Song
7.3 Governing Law. This Agreement shall be governed by the internal laws of Nevada without giving effect to the principles of conflicts of laws. Each party hereby consents to the personal jurisdiction of the state or California, and agrees that all disputes arising from this Agreement shall be prosecuted in such courts. Each party hereby agrees that any such court shall have in persona jurisdiction over such party and consents to service of process by notice sent by regular mail to the address set forth above and/or by any means authorized by Nevada law.
7.4 Language Construction. The language of this Agreement shall be construed in accordance with its fair meaning and not for or against any party. The parties acknowledge that each party and its counsel have reviewed and had the opportunity to participate in the drafting of this Agreement and, accordingly, that the rule of construction that would resolve ambiguities in favor of non-drafting parties shall not apply to the interpretation of this Agreement.
7.5 No Offer. The submission of this Agreement by any party for the review and/or execution by another party does not constitute an offer or reservation of rights for the benefit of any party. This Agreement shall become effective, and the parties shall become legally bound, only if and when all parties have executed this Agreement.
7.6 Payment of Fees. In the event of a dispute arising under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, provided that if a party prevails only in part the court shall award fees and costs in accordance with the relative success of each party.
7.7 Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed to be a fully-executed original.
7.8 Signature by Email. An original signature transmitted by email shall be deemed to be original for purposes of this Agreement.
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7.9 Assignment. Neither party to this Agreement shall assign its rights or duties hereunder without the prior written consent of the other party. Any attempted assignment without such prior written consent shall be null and void.
7.10 No Third Party Beneficiaries. Except as otherwise specifically provided in this Agreement, this Agreement is made for the sole benefit of the parties. No other persons shall have any rights or remedies by reason of this Agreement against any of the parties or shall be considered to be third party beneficiaries of this Agreement in any way.
7.11 Binding Effect. This Agreement shall inure to the benefit of the respective heirs, legal representatives and permitted assigns of each party, and shall be binding upon the heirs, legal representatives, successors and assigns of each party.
7.12 Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not deemed a part of the context hereof.
7.13 Pronouns and Plurals. All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.
7.14 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the date first written hereinabove.
YBCC INC.
The Seller
/s/ Xiuhua Song
By: Xiuhua Song
Its: Chief Executive Officer
XIUHUA SONG
THE BUYER:
/s/ Xiuhua Song
By: Xiuhua Song
Its: Chief Executive Officer
Indemnifiers
Yibaoccyb, Ltd.
/s/ Xiuhua Song
By: Xiuhua Song
Its: Chief Executive Officer
Yes, but I am not sure I understand it. What are your thoughts?
did you read the sales agreement?
MBOT
It's a confusing 8-K, at least to me :)
Looks pretty risky though. On page 6 it says they are insolvent at this point. But you never know...
seems odd, that the CEO buys the remaining half of Yibaoccyb Ltd then does a vend out of YBAO?
MBOT
Perhaps. I'll keep an eye on it, but I'm not ready to buy any yet.
maybe they are getting the shell ready for a merge in?
MBOT
Looks like it's a shell now. Wonder what's next for YBAO?
https://www.otcmarkets.com/filing/html?id=13529806&guid=WCyxUWNUzPjEl3h
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2019, Xiuhua Song. (“Song”) previously YBCC’s Majority Stockholder, and YBCC entered into a share purchase agreement (“Yibaoccyb Vend Out”) whereby Song will cancel 2,040,000 shares of YBCC common stock held by it in exchange for 51% of the outstanding shares of Yibaoccyb, Ltd. (“Yibaoccyb”) The Yibaoccyb Vend Out occurred on June 30, 2019. A copy of the Yibaoccyb Vend Out is included as Exhibit 10.1 and filed with this current report on Form 8-K.
Item 2.01 Acquisition or Disposition of Assets
Prior to the Yibaoccyb Vend Out, through our subsidiary Ybaoccyb and its subsidiaries , our primary operations consisted of the business and operations of the Yibao Group, which are conducted by Shandong Confucian Biologics in China.
As of June 30, 2019, YBCC is deemed a public “shell” with nominal assets
Our board of directors (the “ Board ”) and YBCC’s Majority Stockholder, as well as the directors and the shareholders of Yibaoccyb, have each approved the Yibaoccyb Vend Out, including the transactions contemplated thereunder.
Company actually posted a small quarterly profit, but nobody seems to care...
YBAO 0.74 HOD
Very interesting
YBAO MAJOR SQUEEZE COMING
IPLO: effective Dec. 22,2016 International Packaging and Logistics Group, Inc., IPLO, will change to YBCC Inc., YBAO:
http://otce.finra.org/DLSymbolNameChanges
China merger complete and name change pending
What's up? + 48 % on volume of 11.800 shares (that's a huge number of traded shares for IPLO)!?!?
IPLO PRE14C Name change to YBCC, INC; Merger about to complete
1. To change the Company’s name to YBCC, Inc.
https://www.sec.gov/Archives/edgar/data/822997/000168316816000766/iplo_pre14c.htm
IPLO two more filings today to support last merger 8k.
....News......News.....
new China Bio company merge in and float is only 600K. I expect company forward split to increase liquidation soon
What makes you think, IPLO will rise later this year or next year?
that's before the 8k drop. I call them idiots
Today's price drop says it all....
that's a reverse merger.
What the hell are they doing?!?
Transforming from shipping to biotech?!?
IPLO another merger 8k today went unnoticed. Huge Chinese co merge into
http://www.yibaozg.com/
Item 1.01 Entry into a Material Definitive Agreement.
As more fully described in Item 2.01 below, on May 15, 2016, International Packaging and Logistics Group, Inc. (“IPLO” or “Company”), and Xiuhua Song (the “Purchaser”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which IPLO (the “Seller”) will sell to the Purchaser, and the Purchaser will purchase from the Seller, an aggregate of 3,915,000 newly issued shares of IPLO Common Stock (the “Shares”), which Shares represent 87% of the issued and outstanding shares of Common Stock. On July 1, 2016, we completed this transaction
On July 1, 2016, International Packaging and Logistics Group, Inc. (the “ Registrant ” or “ IPLO ”) executed a Share Exchange Agreement (“ Exchange Agreement ”) by and among Yibaoccyb Limited, a British Virgin Islands limited liability company (“ Yibaoccyb ”), and the stockholders of 51% of Yibaoccyb’s common stock (the “ Yibaoccyb Shareholders ”), on the one hand, and the Registrant, on the other hand. A copy of the Exchange Agreement is included as Exhibit 2.1 and filed with this current report on Form 8-K.
Yibaoccyb owns 100% of YibaoConfucian Co., Ltd. (“ YibaoHK ”), a Hong Kong company. YibaoHK owns or will own 100% of Shenzhen Confucian Biologics Co. Ltd. (“ Yibao WOFE ”), which is a wholly foreign-owned enterprise (“WFOE”) under the laws of the Peoples’ Republic of China (“ PRC ” or “ China ”). Yibao WOFE is expected to enter into a series of contractual arrangements with Shandong Confucian Biologics Co., Ltd. (“ Shandong Confucian Biologics ”) which is a limited liability company headquartered in, and organized under the laws of, the PRC. The contractual arrangements are discussed below in Item 2.01 under the section titled “Description of Business”. Throughout this Form 8-K, Yibaoccyb, Yibao WOFE and Shandong Confucian Biologics are sometimes collectively referred to as the “Yibao Group.”
At the closing of this transaction (the “ Closing ”), which is expected to occur upon the completion of the audit of Shandong Confucian Biologics (the “ Closing Date ”), the Registrant is expected to issue 2,040,000 shares of the Registrant’s common stock (the “ IPLO Shares ”) to the Yibaoccyb Shareholders in exchange for 51% of the common stock of Yibaoccyb (the “ Exchange Agreement ”).
On July 1, 2016, Standard Resources Ltd. (“Standard”) previously IPLO’s Majority Stockholder, and IPLO entered into a share purchase agreement (“H&H Vend Out”) whereby Standard will cancel 3,915,000 shares of IPLO common stock held by it in exchange for all of the outstanding shares of H&H Glass, Inc. (“H&H Glass”) The H&H Vend Out is expected to occur subsequent to the Closing Date. The description of other material terms and conditions of the Exchange Agreement and the Financing are set forth below under Item 2.01 and such description is incorporated herein by reference. A copy of the H&H Vend Out is included as Exhibit 10.2 and filed with this current report on Form 8-K.
IPLO two more filings out today. Merger with China bio company; 87% OS retired!
IPLO merger filing out. 90% OS RETIRED
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=123431251
IPLO 0.8 x 1.01 $38.5M USD annual revenue. merger pending as well.
Outstanding Shares 4.5M as of March 2016; Float 360K shares
On February 16, 2016, International Packaging and Logistics Group, Inc. (“IPLO”) entered into a Binding Letter of Intent acquire Shandong Yibao biologics Co. Ltd (“Shandong”) a China company and biotech Energy, Inc. a California corporation (“Biotech”). In summary the following will close upon completion of the audit of Shandong Yibao biologics Co. Ltd;
Transaction One
Shandong and Biotech shall purchase 3,915,000 shares of IPLO common stock from IPLO for
$225,000; and
Transaction Two
IPLO shall acquire 51% of Shandong and 100% of Biotech in exchange for the issuance of Class C, 6% Preferred Stock ("Preferred Stock") to be issued to Shandong.
(a) Preferred Stock. The number of shares of Preferred Stock to be issue to Shandong shall be determined at the Closing on the basis of $1.00 per share. The total value of the shares shall be equal to 51% of the difference between the net assets of Shandong and the net assets of Biotech.
[Ex. If the value of Shandong's net assets is $10,000,000, and the value of Biotech's net assets is $1,000,000, then the difference is $9,000,000.51% of $9,000,000 = $4,590,000. Therefore, 4,590,000 shares of Preferred Stock will be issued to Shandong.]
(b) The Preferred Stock shall pay an annual dividend of 6%: payable quarterly.
(c) The Preferred Stock may be redeemed by IPLO at any time at $1.00 dollar per share plus any accrued dividends.
TARGET CO WEBSITE
IPLO merger co website; huge company with big campus
The company located in Jining city, Shandong Province, the factory building covers 30,000 square meters and there are more than 300 staffs , including technical personnel 67 people , intermediate grade and above members are more than 20 people. The company is absorbing technology, management and talented person of other aspects constantly, for development and innovation of the company has a solid foundation. With the expansion of industrial chain,a substantial increase in orders , the company invested more than 300 million RMB in Jining Food Industrial Park to build new large-scale research and production plant which covers 200000 square meters in 2012.
www.ccybbio.com/comcontent_detail/columnsId=36&&FrontComContent_list01-001ContId=3&comContentId=3.html
IPLO biggest volume day in a while. close @0.92 5y HIGH is super bullish
They had the annual report yesterday
IPLO Status Change From:Status:Default to Status:Active
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=SmiSw66ZPWvwEFkKMGzorQ%253d%253d&nt7=0
President Change From:President:STEVEN WESTLUND to President:OWEN NACCARATO
Treasurer Change From:Treasurer:STEVEN WESTLUND to Treasurer:OWEN NACCARATO
Physical Addr Change From:Physical Addr:2360 CORPORATE CIRCLE - SUITE 400 to Physical Addr:1100 QUAIL ST STE 100
Update Count Change From:Update Count:10 to Update Count:12
Current OS from otcmarket:4961357
Current MV from otcmarket:3721018
Has RS before ?1
Latest RM date ?05/21/2008
lol 31 million in revenue and now they have a positive net income with 9 million in assets and only a 500k market cap wtf?
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FREE Real-Time Level 2 available here: http://www.otcmarkets.com/pink/quote/quote.jsp?symbol=iplo
Contact Info
International Packaging and Logistics Group, Inc.
7700 Irvine Center Drive
Suite 870
Irvine, CA 92608
Phone: 949-861-3560
Share Structure
Outstanding Shares: 4,504,214 as of Jul 31, 2008
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