JOINT FILING AGREEMENT
Exhibit 99.3
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
| Xxxx Xx | |
| /s/ Xxxx Xx | |
| Xxxxxxx Xxxxxxxx Song | |
| /s/ Xxxxxxx Xxxxxxxx Song |
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/ XXXX Xxx Xxx | |
| Name: Redpa Limited (represented by XXXX Xxx Xxx) | ||
| Title: Director | ||
| Authorized signatory for and on behalf of Infinity Cosmo Limited | ||
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
| Xxxxxxx Xxx | ||
| /s/ Xxxxxxx Xxx | ||
| Sunny Bay Global Limited | ||
| By: | /s/ Xxxxxxx Xxx | |
| Name: Xxxxxxx Xxx | ||
| Title: Director | ||
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/ Xxxxxxxxx Xxxxx | |
| By: 6 Dimensions Capital GP, LLC, its General Partner | ||
| Name: Xxxxxxxxx Xxxxx | ||
| Title: Chief Financial Officer | ||
| 6 Dimensions Affiliates Fund, L.P. | ||
| By: | /s/ Xxxxxxxxx Xxxxx | |
| By: 6 Dimensions Capital GP, LLC, its General Partner | ||
| Name: Xxxxxxxxx Xxxxx | ||
| Title: Chief Financial Officer | ||
| 6 Dimensions Capital GP, LLC | ||
| By: | /s/ Xxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxx Xxxxx | ||
| Title: Chief Financial Officer | ||
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
| Xxxxxxxx Xxxx | |
| /s/ Xxxxxxxx Xxxx |
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/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Director | ||
| ClearVue Partners, L.P. | ||
| By: | /s/ Xxxxx Xxx Xxx | |
| By: ClearVue Partners GP, L.P. | ||
| By: ClearVue Partners Ltd. | ||
| Name: Xxxxx Xxx Xxx | ||
| Title: Director | ||
| ClearVue Partners GP, L.P. | ||
| By: | /s/ Xxxxx Xxx Xxx | |
| By: ClearVue Partners Ltd. | ||
| Name: Xxxxx Xxx Xxx | ||
| Title: Director | ||
| ClearVue Partners Ltd. | ||
| By: | /s/ Xxxxx Xxx Xxx | |
| Name: Xxxxx Xxx Xxx | ||
| Title: Director | ||
| Xxxxx Xxx Xxx | ||
| /s/ Xxxxx Xxx Xxx | ||
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
| Xxxx Capital Limited | ||
| By: | /s/ Xxx Xxx | |
| Name: Xxx Xxx | ||
| Title: Director | ||
| Xxx Xxx | ||
| /s/ Xxx Xxx | ||
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/ Xxxxxxx Xxx | |
| Name: Xxxxxxx Xxx | ||
| Title: Director | ||
| Monarch Investment Holdings Limited | ||
| By: | /s/ Xxxxxxx Xxx | |
| Name: Xxxxxxx Xxx | ||
| Title: Director | ||
| Harvest Management Holdings Limited | ||
| By: | /s/ Xxxxxxx Xxx | |
| Name: Xxxxxxx Xxx | ||
| Title: Director | ||
| Xxxxxxxxx Xxx | ||
| /s/ Xxxxxxxxx Xxx | ||
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/ Xxx Xxxx | |
| Name: Xxx Xxxx | ||
| Title: Director | ||
| BVCF Realization Fund, L.P. | ||
| By: | /s/ Xxx Xxxx | |
| By: BVCF Realization Fund GP, Ltd. as its general partner | ||
| Name: Xxx Xxxx | ||
| Title: Director | ||
| BVCF Realization Fund GP, Ltd. | ||
| By: | /s/ Xxx Xxxx | |
| Name: Xxx Xxxx | ||
| Title: Director | ||
| Xxx Xxxx | ||
| /s/ Xxx Xxxx | ||
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
| X.X. Xxxxxx Trust Company of Delaware | ||
| as trustee of | ||
| Xxxxx Mountain 2020 Irrevocable Trust | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| 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/ Xxx Xxxx | |
| Name: Xxx Xxxx | ||
| 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 | ||
