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]