111, INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement September 12, 2018Deposit Agreement • January 22nd, 2019 • 111, Inc. • Retail-drug stores and proprietary stores • New York
DEPOSIT AGREEMENT dated as of September 12, 2018 among 111, Inc., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 29th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, 2018 by and between 111, Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and___________________________([Passport/ID] Number _________________) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of _________, 20___ by and between 111, Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ____________, an individual with _______ [passport/ID number] __________________ (the “Executive”).
Exclusive Support Services Agreement Between SHANGHAI YAOWANG E-COMMERCE CO., LTD. And YAO FANG INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. September 5, 2013Exclusive Support Services Agreement • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores
This Exclusive Support Services Agreement (the “Agreement”) is concluded and signed on September 5, 2013 in Shanghai, the People’s Republic of China (“China”) by and between:
YAO FANG INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. And GUANGDONG YIHAO PHARMACEUTICAL CHAIN CO., LTD. Regarding SHANGHAI YAOWANG E-COMMERCE CO., LTD. Exclusive Option Agreement September 5, 2013Exclusive Option Agreement • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores
This Exclusive Option Agreement (“Agreement”) was made and entered into on September 5, 2013 by and among the following parties in Shanghai, the People’s Republic of China (“China”):
Equity Pledge AgreementEquity Pledge Agreement • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores
This Equity Pledge Agreement (this “Agreement”) is made in Shanghai, the People’s Republic of China (“PRC”) as of September 5, 2013 by and between:
PROXY AGREEMENT September 5, 2013Proxy Agreement • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores
This PROXY AGREEMENT (“Agreement”) is made and entered into on September 5, 2013 by and among the following parties in Shanghai, the People’s Republic of China (“China”):
TENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among 111, INC. GANG YU JUNLING LIU SUNNY BAY GLOBAL LIMITED IVY CAPITAL 2011 HOLDCO LTD. GOLD STAND GOAL LIMITED CLEARVUE YW HOLDINGS, LTD. VERLINVEST ASIA (HK) LIMITED FIRST PHARMACIA...Shareholder Agreement • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores • Hong Kong
THIS TENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of June 19, 2018 by and among 111, Inc., an exempted company incorporated, organized and existing under the laws of the Cayman Islands with limited liability (company registration no. 278041) (the “Company”); Gang Yu, a U.S. citizen (passport number: ********); Junling Liu, an Australian citizen (passport number: ********), the beneficial owner of 100% equity interest of Sunny Bay Global Limited (together with Gang Yu, collectively, the “Founders”, and each a “Founder”); Sunny Bay Global Limited, a company organized and existing under the laws of the British Virgin Islands (company registration no.1758809) (“Sunny Bay”); Ivy Capital 2011 Holdco Ltd., a company organized and existing under the laws of the British Virgin Islands (“Ivy Capital”); Gold Stand Goal Limited, a company organized and existing under the laws of the British Virgin Islands (“Gold Stand”, together with Ivy Capital,
Equity Pledge Agreement regarding GUANGDONG YIHAO PHARMACY CO., LTD. by and between YAO FANG INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. andEquity Pledge Agreement • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores
This Equity Pledge Agreement (this “Agreement”) was made in Shanghai, the People’s Republic of China (“PRC”) on July 13, 2017 by and between:
And GUANGDONG YIHAO PHARMACY CO., LTD. PROXY AGREEMENTProxy Agreement • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores
This PROXY AGREEMENT (“Agreement”) was made and entered into on September 5, 2013 by and among the following parties in Shanghai, the People’s Republic of China (“China”):
Amended Exclusive Support Services Agreement Between GUANGDONG YIHAO PHARMACY CO., LTD. And YAO FANG INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. July 1, 2019Exclusive Support Services Agreement • April 16th, 2020 • 111, Inc. • Retail-drug stores and proprietary stores
This Amended Exclusive Support Services Agreement (the “Agreement”) is concluded and signed on July 1, 2019 in Shanghai, the People’s Republic of China (“China”) by and between:
PROPERTY LEASE CONTRACTProperty Lease Contract • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores
Pursuant to the Contract Law of the People’s Republic of China and other applicable laws and regulations, the lessor and the lessee reached this agreement through friendly consultation:
Shanghai Zhangjiang Hi-tech Park Property Lease/Pre-lease ContractProperty Lease/Pre-Lease Contract • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores
In accordance with the Contract Law of the People’s Republic of China, Shanghai Property Lease Regulations and other applicable laws and regulations, Party A and Party B, on the basis of equality, free will, fairness and good faith, reach a consensus through consultation and make and enter into this Contract as follows on November 28, 2017:
Equity Transfer AgreementEquity Transfer Agreement • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores
Rights and Obligations Assignment AgreementRights and Obligations Assignment Agreement • August 15th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores
NINTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and amongShareholder Agreements • May 17th, 2018 • 111, Inc. • Retail-drug stores and proprietary stores • Hong Kong
THIS NINTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2018 by and among New Peak Group (岗岭集团), an exempted company incorporated, organized and existing under the laws of the Cayman Islands with limited liability (company registration no. 278041) (the “Company”); Gang Yu, a U.S. citizen (passport number: 422050901); Junling Liu, an Australian citizen (passport number: E4085621) (together with Gang Yu, collectively, the “Founders”, and each a “Founder”); Gold Prized Investment Limited, a company organized and existing under the laws of the British Virgin Islands (“Gold Prized”); Ivy Capital 2011 Holdco Ltd., a company organized and existing under the laws of the British Virgin Islands (“Ivy Capital”); Gold Stand Goal Limited, a company organized and existing under the laws of the British Virgin Islands (“Gold Stand”, together with Ivy Capital, collectively, the “Series A Investors” and each a “Series A Investor”); ClearVue YW H
Capital Increase Agreement in respect ofCapital Increase Agreement • April 30th, 2021 • 111, Inc. • Retail-drug stores and proprietary stores
This Capital Increase Agreement in respect of 1 Pharmacy Yao Fang Technology (Shanghai) Co., Ltd. (this “Agreement”) is made in Shanghai as of December 14, 2020 (the “Signing Date”) by and among:
Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd. Dated August 10, 2020Capital Increase Agreement • April 30th, 2021 • 111, Inc. • Retail-drug stores and proprietary stores
This Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd. (this “Agreement”) is made in Shanghai as of August 10, 2020 (the “Signing Date”) by and among:
Supplementary Agreement of Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd. Dated August 26, 2020Supplementary Agreement of Capital Increase Agreement • April 30th, 2021 • 111, Inc. • Retail-drug stores and proprietary stores
This Supplementary Agreement of Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd. (this “Supplementary Agreement”) is made in Shanghai as of August 26, 2020 by and among:
Amended Exclusive Support Services Agreement Between SHANGHAI YAOWANG E-COMMERCE CO., LTD. And YAO FANG INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. July 1, 2019Exclusive Support Services Agreement • April 16th, 2020 • 111, Inc. • Retail-drug stores and proprietary stores
This Amended Exclusive Support Services Agreement (the “Agreement”) is concluded and signed on July 1, 2019 in Shanghai, the People’s Republic of China (“China”) by and between:
