EX-99.3 2 tm2321248d1_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  Gang Yu
   
  /s/ Gang Yu
   
  Xiaomei Michelle Song
   
  /s/ Xiaomei Michelle Song

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  Infinity Cosmo Limited
   
  By: /s/ PANG Mun Wai
  Name: Redpa Limited (represented by PANG Mun Wai)
  Title: Director
  Authorized signatory for and on behalf of Infinity Cosmo Limited

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  Junling Liu
   
  /s/ Junling Liu
   
  Sunny Bay Global Limited
   
  By: /s/ Junling Liu
  Name: Junling Liu
  Title: Director

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  6 Dimensions Capital, L.P.
   
  By: /s/ Christina Chung
  By: 6 Dimensions Capital GP, LLC, its General Partner
  Name: Christina Chung
  Title: Chief Financial Officer
   
  6 Dimensions Affiliates Fund, L.P.
   
  By: /s/ Christina Chung
  By: 6 Dimensions Capital GP, LLC, its General Partner
  Name: Christina Chung
  Title: Chief Financial Officer
   
  6 Dimensions Capital GP, LLC
   
  By: /s/ Christina Chung
  Name: Christina Chung
  Title: Chief Financial Officer

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  Lianyong Chen
   
  /s/ Lianyong Chen

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  ClearVue YW Holdings, Ltd.
   
  By: /s/ William Chen
  Name: William Chen
  Title: Director
   
  ClearVue Partners, L.P.
   
  By: /s/ Harry Chi Hui
  By: ClearVue Partners GP, L.P.
  By: ClearVue Partners Ltd.
  Name: Harry Chi Hui
  Title: Director
   
  ClearVue Partners GP, L.P.
   
  By: /s/ Harry Chi Hui 
  By: ClearVue Partners Ltd.
  Name: Harry Chi Hui
  Title: Director
   
  ClearVue Partners Ltd.
   
  By: /s/ Harry Chi Hui
  Name: Harry Chi Hui
  Title: Director
   
  Harry Chi Hui
   
  /s/ Harry Chi Hui

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  Zall Capital Limited
   
  By: /s/ Zhi Yan
  Name: Zhi Yan
  Title: Director
   
  Zhi Yan
   
  /s/ Zhi Yan

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  Tongyi Investment Holdings Limited
   
  By: /s/ Jianmin Huo
  Name: Jianmin Huo
  Title: Director
   
  Monarch Investment Holdings Limited
   
  By: /s/ Jianmin Huo
  Name: Jianmin Huo
  Title: Director
   
  Harvest Management Holdings Limited
   
  By: /s/ Jianmin Huo
  Name: Jianmin Huo
  Title: Director
   
  Zhenxiang Huo
   
  /s/ Zhenxiang Huo

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  First Pharmacia International
   
  By: /s/ Zhi Yang
  Name: Zhi Yang
  Title: Director
   
  BVCF Realization Fund, L.P.
   
  By: /s/ Zhi Yang
  By: BVCF Realization Fund GP, Ltd. as its general partner
  Name: Zhi Yang
  Title: Director
   
  BVCF Realization Fund GP, Ltd.
   
  By: /s/ Zhi Yang
  Name: Zhi Yang
  Title: Director
   
  Zhi Yang
   
  /s/ Zhi Yang

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  J.P. Morgan Trust Company of Delaware
  as trustee of
  Hodge Mountain 2020 Irrevocable Trust
   
  By: /s/ Tamika R. Gayle
  Name: Tamika R. Gayle
  Title: Vice President

 

 

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-(k)(l) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to the shares of 111, Inc., an exempted company with limited liability registered under the laws of the Cayman Islands; and (ii) that this agreement be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This joint filing agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

Date: July 17, 2023

 

  Allied China Investment Limited
   
  By: /s/ Dan Chen
  Name: Dan Chen
  Title: Director
   
  Beijing Xinzhongli Meixin Equity Investment Center
(Limited Partnership)
  By its general partner
  Beijing Xinzhongli Equity Investment Management Co., Ltd.
   
  By: /s/ Song Yan
  Name: Song Yan
  Title: Managing Director
   
  Beijing Xinzhongli Equity Investment Management Co., Ltd.
   
  By: /s/ Song Yan
  Name: Song Yan
  Title: Managing Director