EX-99.3 2 tm245448d1_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

Termination Agreement

 

This Termination Agreement (“Termination Agreement”) is made and entered into dated February 27, 2024, by and among each undersigned. Reference is hereby made to the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission by the Parties (as amended to date, the “Schedule 13D”).

 

WHEREAS, certain parties hereto entered into that certain Consortium Agreement, dated September 9, 2022, as amended and restated on July 17, 2023 (the “Consortium Agreement”) pursuant to which, among other things, the parties thereto agreed to form a consortium to pursue an acquisition transaction with respect to 111, Inc. (the “Company”), an exempted company incorporated under the laws of the Cayman Islands; and

 

WHEREAS, the parties hereto now mutually desire to terminate the Joint Filing Agreement and their participation as members of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”).

 

NOW, THEREFORE, each undersigned hereby agrees as follows:

 

1. Termination of Joint Filing Agreement. The Joint Filing Agreement, dated July 17, 2023, by and among the partis hereto is hereby terminated and each of the parties hereto expressly acknowledges and confirms that, as of the date hereof, the Joint Filing Agreement has been terminated and ceases to be of further effect.

 

2. Termination of Group. Each of the parties hereto hereby acknowledges and confirms that their participation as a member of a “group” within the meaning of Section 13(d)(3) of the Act as previously disclosed in the Schedule 13D be and is hereby terminated.

 

3. Further Amendments to Schedule 13D. From and after the date hereof, no Party shall have any obligation to file any amendment to the Schedule 13D that may be required, in accordance with the rules and regulations promulgated under the Act, with respect to the shares and ADS of the Company, except on such Party’s own behalf or pursuant to such other agreements as such Party may enter.

 

4. Release and Discharge. Each of the Parties hereby mutually and unconditionally releases and discharges the other Parties, as applicable from all obligations under the Joint Filing Agreement to which each is a party.

 

5. Counterparts. This Termination Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has duly executed this Termination Agreement as of the date first above written.

 

Date: February 27, 2024

 

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

 

  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

 

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

 

[Signature Page to Termination Agreement]

 

 

 

 

  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

 

  Lianyong Chen
   
  /s/ Lianyong Chen

 

  ClearVue YW Holdings, Ltd.
   
  By: /s/ William Chen
  Name: William Chen
  Title: Director

 

[Signature Page to Termination Agreement]

 

 

 

 

  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

 

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

 

  Zhi Yan
     
  /s/ Zhi Yan

 

[Signature Page to Termination Agreement]

 

 

 

 

  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

 

  First Pharmacia International
   
  By: /s/ Zhi Yang
  Name: Zhi Yang
  Title: Director

 

[Signature Page to Termination Agreement]

 

 

 

 

  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

 

  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

 

  Allied China Investment Limited
   
  By: /s/ Song Yan
  Name: Song Yan
  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

 

[Signature Page to Termination Agreement]

 

 

 

 

  Beijing Xinzhongli Equity Investment Management Co., Ltd.
   
  By: /s/ Song Yan
  Name: Song Yan
  Title: Managing Director

 

[Signature Page to Termination Agreement]