DEED OF ADHERENCEDeed of Adherence • October 31st, 2022 • Gang Yu • Retail-drug stores and proprietary stores
ClearVue Partners, L.P., an exempted limited partnership organized and existing under the laws of Cayman Islands with its registered address at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands (the “Additional Member”).
AMENDED AND RESTATED CONSORTIUM AGREEMENTConsortium Agreement • July 17th, 2023 • Gang Yu • Retail-drug stores and proprietary stores • Hong Kong
DEED OF ADHERENCEDeed of Adherence • October 31st, 2022 • Gang Yu • Retail-drug stores and proprietary stores
Zall Capital Limited, a limited liability company organized and existing under the laws of British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “Additional Member”).
DEED OF ADHERENCEDeed of Adherence • October 31st, 2022 • Gang Yu • Retail-drug stores and proprietary stores
Termination AgreementTermination Agreement • February 27th, 2024 • Gang Yu • Retail-drug stores and proprietary stores
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”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 9th, 2022 • Gang Yu • Retail-drug stores and proprietary stores
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.
JOINT FILING AGREEMENTJoint Filing Agreement • January 28th, 2019 • Gang Yu • Retail-drug stores and proprietary stores
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A ordinary shares, par value of $0.00005 per share, of 111, Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
DEED OF ADHERENCEDeed of Adherence • October 31st, 2022 • Gang Yu • Retail-drug stores and proprietary stores
JOINT FILING AGREEMENTJoint Filing Agreement • October 31st, 2022 • Gang Yu • Retail-drug stores and proprietary stores
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.
CONSORTIUM AGREEMENTConsortium Agreement • September 9th, 2022 • Gang Yu • Retail-drug stores and proprietary stores • Hong Kong
Each of Dr. Yu, Mr. Liu and the Initial Sponsor is referred to herein as a “Lead Investor” and, collectively, as the “Lead Investors”. Each of the Lead Investors, Infinity Cosmo Limited, Sunny Bay Global Limited, and any Additional Members (as hereinafter defined) admitted to the Consortium (as hereinafter defined) after the date hereof pursuant to the terms of this Agreement is referred to herein as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 hereof.
JOINT FILING AGREEMENTJoint Filing Agreement • July 17th, 2023 • Gang Yu • Retail-drug stores and proprietary stores
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.
DEED OF ADHERENCEDeed of Adherence • October 31st, 2022 • Gang Yu • Retail-drug stores and proprietary stores
Morning Star Resources Limited, a limited liability company organized and existing under the laws of British Virgin Islands, with its registered address at Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the “Additional Member”).
TERMINATION AGREEMENTTermination Agreement • February 27th, 2024 • Gang Yu • Retail-drug stores and proprietary stores • Hong Kong
Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Consortium Agreement (as defined below).
DEED OF ADHERENCEDeed of Adherence • October 31st, 2022 • Gang Yu • Retail-drug stores and proprietary stores
First Pharmacia International, a limited liability company organized and existing under the laws of Cayman Islands with its registered address at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands (the “Additional Member”).
