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 | ||
