Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

111, INC.

(Name of Issuer)

Class A ordinary shares, $0.00005 par value per share

Class B ordinary shares, $0.00005 par value per share

(Title of Class of Securities)

68247Q 102**

(CUSIP Number)

Gang Yu Xiaomei Michelle Song Infinity Cosmo Limited Junling Liu Sunny Bay Global Limited	6 Dimensions Capital, L.P. 6 Dimensions Affiliates Fund, L.P. 6 Dimensions Capital GP, LLC Lianyong Chen	ClearVue YW Holdings, Ltd. ClearVue Partners, L.P. ClearVue Partners GP, L.P. ClearVue Partners Ltd. Harry Chi Hui
c/o 3-5/F, No. 295 ZuChongZhi Road Pudong New Area, Shanghai, 201203 People’s Republic of China	Unit 6706, 67/F, The Center, 99 Queen’s Road Central, Central, Hong Kong	Unit 2, 9 Floor, Wheelock Square, No.1717, West Nanjing Road, Jingan District, Shanghai 200040, China
Telephone: +86-21-2053-6666	Telephone:+852-2805-1500	Telephone: +86-21-5031-8996
Zall Capital Limited Zhi Yan	Tongyi Investment Holdings Limited Monarch Investment Holdings Limited Harvest Management Holdings Limited Zhenxiang Huo	First Pharmacia International BVCF Realization Fund, L.P. BVCF Realization Fund GP, Ltd. Zhi Yang
Room 2101, 21/F, Two Exchange Square, Central, Hong Kong	Sertus Chambers, Governors Square, Suite #5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands	190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Cayman Islands
Telephone: +852-3153-5809	Telephone: +86-10-83700288	Telephone: +86-21-6315-1313
J.P. Morgan Trust Company of Delaware as trustee of Hodge Mountain 2020 Irrevocable Trust		Allied China Investment Limited Beijing Xinzhongli Meixin Equity Investment Center (Limited Partnership) Beijing Xinzhongli Equity Investment Management Co., Ltd.
500 Stanton Christiana Road, Newark, DE 19713, United States of America		Unit 2308, 23/F, Tower A Pingan IFC, 01-03 Xinyuannanlu, Chaoyang District, Beijing 100027, China
Telephone: +1 302 634 2067		Telephone: +86 10 85550508

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 17, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP number 68247Q 102 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “YI.” Each ADS represents two Class A ordinary shares of the issuer.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP 68247Q 102		Schedule 13D		Page 1 of 28 Pages

1	NAME OF REPORTING PERSONS Sunny Bay Global Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 36,000,000 Class B ordinary shares⁽¹⁾
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 36,000,000 Class B ordinary shares⁽¹⁾
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,000,000 Class B ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% of the total outstanding Class B ordinary shares⁽²⁾ 21.4% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 36,000,000 Class B ordinary shares directly held by Sunny Bay Global Limited, a company incorporated in the British Virgin Islands. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to fifteen votes per share on all matters submitted to them for vote.

Page 2

CUSIP No. 68247Q 102		Schedule 13D		Page 2 of 28 Pages

1	NAME OF REPORTING PERSONS Junling Liu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Australia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 36,000,000 Class B ordinary shares⁽¹⁾ 1,131,134 Class A ordinary shares⁽¹⁾
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 36,000,000 Class B ordinary shares⁽¹⁾ 1,131,134 Class A ordinary shares⁽¹⁾
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,000,000 Class B ordinary shares⁽¹⁾ 1,131,134 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% of the total outstanding Class B ordinary shares⁽²⁾ 22.1% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

Represents (i) 1,117,744 Class A ordinary shares directly held by Mr. Junling Liu, (ii) 36,000,000 Class B ordinary shares directly held by Sunny Bay Global Limited, a company incorporated in the British Virgin Islands. Sunny Bay Global Limited is wholly owned by Mr. Junling Liu, and (iii) 13,390 Class A ordinary shares that Mr. Junling Liu has the right to obtain within 60 days following July 17, 2023, upon the conversion of 13,390 vested restricted stock units (“RSUs”) as of July 17, 2023, at a ratio of one Class A ordinary share for each RSU.

Percentage calculated based on (i) 95,986,482 Class A ordinary shares and (ii) 72,000,000 Class B ordinary shares outstanding as of March 31, 2023 as set forth in the Form 20-F filed by the Issuer on April 28, 2023, together with (iii) 13,390 Class A ordinary shares that Mr. Junling Liu has the right to obtain within 60 days following July 17, 2023, upon the conversion of 13,390 vested RSUs as of July 17, 2023, at a ratio of one Class A ordinary share for each RSU.

Page 3

CUSIP 68247Q 102		Schedule 13D		Page 3 of 28 Pages

1	NAME OF REPORTING PERSONS Infinity Cosmo Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 11,494,252 Class B ordinary shares⁽¹⁾
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,494,252 Class B ordinary shares⁽¹⁾
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,494,252 Class B ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.0% of the total outstanding Class B ordinary shares⁽²⁾ 6.8% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 11,494,252 Class B ordinary shares directly held by Infinity Cosmo Limited.

Page 4

CUSIP No. 68247Q 102		Schedule 13D		Page 4 of 28 Pages

1	NAME OF REPORTING PERSONS Xiaomei Michelle Song
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 11,494,252 Class B ordinary shares⁽¹⁾
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 11,494,252 Class B ordinary shares⁽¹⁾
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,494,252 Class B ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.0% of the total outstanding Class B ordinary shares⁽²⁾ 6.8% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

Represents 11,494,252 Class B ordinary shares directly held by Infinity Cosmo Limited. Infinity Cosmo Limited is controlled by Gang Yu Irrevocable Trust. The beneficiaries of Gang Yu Irrevocable Trust are Mr. Gang Yu’s family members and therefore, Mr. Gang Yu may be deemed to be the beneficial owner of the shares held by Infinity Cosmo Limited. Under the terms of this trust, Ms. Xiaomei Michelle Song, Mr. Gang Yu’s wife, has the power to direct the trustee with respect to the disposal of, and the exercise of any voting and other rights attached to, the aforementioned shares held by Infinity Cosmo Limited.

Page 5

CUSIP No. 68247Q 102		Schedule 13D		Page 5 of 28 Pages

1	NAME OF REPORTING PERSONS Gang Yu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 24,505,748 Class B ordinary shares⁽¹⁾ 61,459 Class A ordinary shares⁽¹⁾
		8	SHARED VOTING POWER 11,494,252 Class B ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 24,505,748 Class B ordinary shares⁽¹⁾ 61,459 Class A ordinary shares⁽¹⁾
		10	SHARED DISPOSITIVE POWER 11,494,252 Class B ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,000,000 Class B ordinary shares⁽¹⁾ 61,459 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0% of the total outstanding Class B ordinary shares⁽²⁾ 21.5% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

Represents (i) 48,069 Class A shares held by Mr. Gang Yu, (ii) 24,505,748 Class B ordinary shares held by Mr. Gang Yu, (iii) 11,494,252 Class B ordinary shares directly held by Infinity Cosmo Limited, a company incorporated in the British Virgin Islands and controlled by Gang Yu Irrevocable Trust. The beneficiaries of Gang Yu Irrevocable Trust are Mr. Gang Yu’s family members and therefore, Mr. Gang Yu may be deemed to be the beneficial owner of the shares held by Infinity Cosmo Limited, and (iv) 13,390 Class A ordinary shares that Mr. Gang Yu has the right to obtain within 60 days following July 17, 2023, upon the conversion of 13,390 vested RSUs as of July 17, 2023, at a ratio of one Class A ordinary share for each RSU.

Percentage calculated based on (i) 95,986,482 Class A ordinary shares and (ii) 72,000,000 Class B ordinary shares outstanding as of March 31, 2023 as set forth in the Form 20-F filed by the Issuer on April 28, 2023, together with (iii) 13,390 Class A ordinary shares that Mr. Gang Yu has the right to obtain within 60 days following July 17, 2023, upon the conversion of 13,390 vested RSUs as of July 17, 2023, at a ratio of one Class A ordinary share for each RSU.

Page 6

CUSIP 68247Q 102		Schedule 13D		Page 6 of 28 Pages

1	NAME OF REPORTING PERSONS 6 Dimensions Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,883,600 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,883,600 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,883,600 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% of the total outstanding Class A ordinary shares⁽²⁾ 4.1% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) PN

Represents 6,883,600 Class A Ordinary Shares represented by 3,441,800 ADSs directly held by 6 Dimensions Capital, L.P., an exempted limited partnership organized and existing under the laws of Cayman Islands.

Page 7

CUSIP No. 68247Q 102		Schedule 13D		Page 7 of 28 Pages

1	NAME OF REPORTING PERSONS 6 Dimensions Affiliates Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 362,294 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 362,294 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 362,294 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% of the total outstanding Class A ordinary shares⁽²⁾ 0.2% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) PN

Represents 362,294 Class A Ordinary Shares represented by 181,147 ADSs directly held by 6 Dimensions Affiliates Fund, L.P., an exempted limited partnership organized and existing under the laws of Cayman Islands.

Page 8

CUSIP 68247Q 102		Schedule 13D		Page 8 of 28 Pages

1	NAME OF REPORTING PERSONS 6 Dimensions Capital GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 7,245,894 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,245,894 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,245,894 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% of the total outstanding Class A ordinary shares⁽²⁾ 4.3% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents (i) 6,883,600 Class A Ordinary Shares represented by 3,441,800 ADSs directly held by 6 Dimensions Capital, L.P.; and (ii) 362,294 Class A Ordinary Shares represented by 181,147 ADSs directly held by 6 Dimensions Affiliates Fund, L.P.. 6 Dimensions Capital GP, LLC is the general partner of both 6 Dimensions Capital, L.P. and 6 Dimensions Affiliates Fund, L.P. and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by them.

Page 9

CUSIP 68247Q 102		Schedule 13D		Page 9 of 28 Pages

1	NAME OF REPORTING PERSONS Lianyong Chen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 7,265,894 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,265,894 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,265,894 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% of the total outstanding Class A ordinary shares⁽²⁾ 4.3% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

Represents (i) 6,883,600 Class A Ordinary Shares represented by 3,441,800 ADSs directly held by 6 Dimensions Capital, L.P.; (ii) 362,294 Class A Ordinary Shares represented by 181,147 ADSs directly held by 6 Dimensions Affiliates Fund, L.P.; and (iii) 20,000 Class A ordinary shares that Dr. Lian Yong Chen has the right to obtain within 60 days following July 17, 2023, upon the conversion of 20,000 RSUs as of March 31, 2023, at a ratio of one Class A ordinary share for each RSU. 6 Dimensions Capital GP, LLC is the general partner of both 6 Dimensions Capital, L.P. and 6 Dimensions Affiliates Fund, L.P. Dr. Lianyong Chen is the largest shareholder of and controls 6 Dimensions Capital GP, LLC. Dr. Chen may be deemed to beneficially own Class A ordinary shares represented by ADSs directly held by 6 Dimensions Capital, L.P. and 6 Dimensions Affiliates Fund, L.P.

Page 10

CUSIP No. 68247Q 102		Schedule 13D		Page 10 of 28 Pages

1	NAME OF REPORTING PERSONS ClearVue YW Holdings, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 15,847,256 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 15,847,256 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,847,256 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% of the total outstanding Class A ordinary shares⁽²⁾ 9.4% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 15,847,256 Class A ordinary shares represented by 7,923,628 ADSs directly held by ClearVue YW Holdings, Ltd..

Page 11

CUSIP No. 68247Q 102		Schedule 13D		Page 11 of 28 Pages

1	NAME OF REPORTING PERSONS ClearVue Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 15,848,264 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 15,848,264 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,848,264 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% of the total outstanding Class A ordinary shares⁽²⁾ 9.4% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 12

CUSIP No. 68247Q 102		Schedule 13D		Page 12 of 28 Pages

1	NAME OF REPORTING PERSONS ClearVue Partners GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2€				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 15,848,264 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 15,848,264 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,848,264 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% of the total outstanding Class A ordinary shares⁽²⁾ 9.4% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) PN

Represents 15,848,264 Class A ordinary shares represented by 504 ADSs directly held by ClearVue Partners, L.P. and 7,923,628 ADSs directly held by ClearVue YW Holdings, Ltd.. ClearVue Partners, L.P. owns 100% of the equity interest in ClearVue YW Holdings, Ltd. and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by ClearVue YW Holdings, Ltd.. ClearVue Partners GP, L.P. is the general partner of ClearVue Partners, L.P. and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by ClearVue Partners, L.P. and Class A Ordinary Shares represented by ADSs directly held by ClearVue YW Holdings, Ltd..

Page 13

CUSIP No. 68247Q 102		Schedule 13D		Page 13 of 28 Pages

1	NAME OF REPORTING PERSONS ClearVue Partners Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 15,848,264 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 15,848,264 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,848,264 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% of the total outstanding Class A ordinary shares⁽²⁾ 9.4% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 15,848,264 Class A ordinary shares represented by 504 ADSs directly held by ClearVue Partners, L.P. and 7,923,628 ADSs directly held by ClearVue YW Holdings, Ltd.. ClearVue Partners, L.P. owns 100% of the equity interest in ClearVue YW Holdings, Ltd. and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by ClearVue YW Holdings, Ltd.. ClearVue Partners GP, L.P. is the general partner of ClearVue Partners, L.P.. ClearVue Partners Ltd. is the general partner of ClearVue Partners GP, L.P. and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by ClearVue Partners, L.P. and Class A Ordinary Shares represented by ADSs directly held by ClearVue YW Holdings, Ltd..

Page 14

CUSIP No. 68247Q 102		Schedule 13D		Page 14 of 28 Pages

1	NAME OF REPORTING PERSONS Harry Chi Hu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2€				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong SAR
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 15,848,264 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 15,848,264 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,848,264 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% of the total outstanding Class A ordinary shares⁽²⁾ 9.4% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

Represents 15,848,264 Class A ordinary shares represented by 504 ADSs directly held by ClearVue Partners, L.P. and 7,923,628 ADSs directly held by ClearVue YW Holdings, Ltd.. ClearVue Partners, L.P. owns 100% of the equity interest in ClearVue YW Holdings, Ltd. and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by ClearVue YW Holdings, Ltd.. ClearVue Partners GP, L.P. is the general partner of ClearVue Partners, L.P.. ClearVue Partners Ltd. is the general partner of ClearVue Partners GP, L.P.. Harry Chi Hu owns 60% of the equity interests in ClearVue Partners Ltd. and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by ClearVue Partners, L.P. and Class A Ordinary Shares represented by ADSs directly held by ClearVue YW Holdings, Ltd..

Page 15

CUSIP No. 68247Q 102		Schedule 13D		Page 15 of 28 Pages

1	NAME OF REPORTING PERSONS Zall Capital Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 2,862,375 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 2,862,375 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,862,375 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% of the total outstanding Class A ordinary shares⁽²⁾ 1.7% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 2,862,375 Class A ordinary shares (including 2,862,374 Class A Ordinary Shares represented by 1,431,187 ADSs) directly held by Zall Capital Limited.

Page 16

CUSIP No. 68247Q 102		Schedule 13D		Page 16 of 28 Pages

1	NAME OF REPORTING PERSONS Zhi Yan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 2,862,375 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 2,862,375 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,862,375 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% of the total outstanding Class A ordinary shares⁽²⁾ 1.7% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

Represents 2,862,375 Class A ordinary shares (including 2,862,374 Class A Ordinary Shares represented by 1,431,187 ADSs) directly held by Zall Capital Limited. Mr. Zhi Yan is the sole shareholder and sole director of Zall Capital Limited and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by Zall Capital Limited.

Page 17

CUSIP No. 68247Q 102		Schedule 13D		Page 17 of 28 Pages

1	NAME OF REPORTING PERSONS Tongyi Investment Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 2,155,634 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 2,155,634 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,155,634 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% of the total outstanding Class A ordinary shares⁽²⁾ 1.3% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 2,155,634 Class A ordinary shares represented by 1,077,817 ADSs directly held by Tongyi Investment Holdings Limited.

Page 18

CUSIP No. 68247Q 102		Schedule 13D		Page 18 of 28 Pages

1	NAME OF REPORTING PERSONS Monarch Investment Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 2,155,634 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 2,155,634 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,155,634 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% of the total outstanding Class A ordinary shares⁽²⁾ 1.3% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 2,155,634 Class A ordinary shares represented by 1,077,817 ADSs directly held by Tongyi Investment Holdings Limited. Monarch Investment Holdings Limited is the sole shareholder of Tongyi Investment Holdings Limited and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by Tongyi Investment Holdings Limited.

Page 19

CUSIP No. 68247Q 102		Schedule 13D		Page 19 of 28 Pages

1	NAME OF REPORTING PERSONS Harvest Management Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 2,155,634 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 2,155,634 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,155,634 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% of the total outstanding Class A ordinary shares⁽²⁾ 1.3% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 2,155,634 Class A ordinary shares represented by 1,077,817 ADSs directly held by Tongyi Investment Holdings Limited. Monarch Investment Holdings Limited is the sole shareholder of Tongyi Investment Holdings Limited. Harvest Management Holdings Limited is the sole shareholder of Monarch Investment Holdings Limited and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by Tongyi Investment Holdings Limited.

Page 20

CUSIP No. 68247Q 102		Schedule 13D		Page 20 of 28 Pages

1	NAME OF REPORTING PERSONS Zhenxiang Huo
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 2,155,634 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 2,155,634 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,155,634 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% of the total outstanding Class A ordinary shares⁽²⁾ 1.3% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

Represents 2,155,634 Class A ordinary shares represented by 1,077,817 ADSs directly held by Tongyi Investment Holdings Limited. Monarch Investment Holdings Limited is the sole shareholder of Tongyi Investment Holdings Limited. Harvest Management Holdings Limited is the sole shareholder of Monarch Investment Holdings Limited. Mr. Zhenxiang Huo is the largest shareholder of and controls Monarch Investment Holdings. Mr. Huo may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by Tongyi Investment Holdings Limited.

Page 21

CUSIP No. 68247Q 102		Schedule 13D		Page 21 of 28 Pages

1	NAME OF REPORTING PERSONS First Pharmacia International
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 8,690,562 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 8,690,562 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,690,562 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% of the total outstanding Class A ordinary shares⁽²⁾ 5.2% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 8,690,562 Class A ordinary shares represented by 4,345,281 ADSs directly held by First Pharmacia International.

Page 22

CUSIP No. 68247Q 102		Schedule 13D		Page 22 of 28 Pages

1	NAME OF REPORTING PERSONS BVCF Realization Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 8,690,562 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 8,690,562 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,690,562 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% of the total outstanding Class A ordinary shares⁽²⁾ 5.2% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) PN

Represents 8,690,562 Class A ordinary shares represented by 4,345,281 ADSs directly held by First Pharmacia International. First Pharmacia International is the wholly-owned subsidiary of BVCF Realization Fund, L.P., which may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by First Pharmacia International.

Page 23

CUSIP No. 68247Q 102		Schedule 13D		Page 23 of 28 Pages

1	NAME OF REPORTING PERSONS BVCF Realization Fund GP, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 8,690,562 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 8,690,562 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,690,562 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% of the total outstanding Class A ordinary shares⁽²⁾ 5.2% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 8,690,562 Class A ordinary shares represented by 4,345,281 ADSs directly held by First Pharmacia International. First Pharmacia International is the wholly-owned subsidiary of BVCF Realization Fund, L.P. BVCF Realization Fund GP, Ltd is the general partner of BVCF Realization Fund, L.P. and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by First Pharmacia International.

Page 24

CUSIP No. 68247Q 102		Schedule 13D		Page 24 of 28 Pages

1	NAME OF REPORTING PERSONS Zhi Yang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2€				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 8,690,562 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 8,690,562 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,690,562 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% of the total outstanding Class A ordinary shares⁽²⁾ 5.2% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) IN

Represents 8,690,562 Class A ordinary shares represented by 4,345,281 ADSs directly held by First Pharmacia International. First Pharmacia International is the wholly-owned subsidiary of BVCF Realization Fund, L.P. BVCF Realization Fund GP, Ltd is the general partner of BVCF Realization Fund, L.P. Mr. Zhi Yang, as the sole director and sole shareholder of BVCF Realization Fund GP, Ltd, may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by First Pharmacia International.

Page 25

CUSIP No. 68247Q 102		Schedule 13D		Page 25 of 28 Pages

1	NAME OF REPORTING PERSONS J.P. Morgan Trust Company of Delaware, as trustee of Hodge Mountain 2020 Irrevocable Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 443,354 Class A ordinary shares⁽¹⁾
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER 443,354 Class A ordinary shares⁽¹⁾
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 443,354 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% of the total outstanding Class A ordinary shares⁽²⁾ 0.3% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 443,354 Class A ordinary shares represented by 221,677 ADSs directly held by J.P. Morgan Trust Company of Delaware, as the trustee for and on behalf of Hodge Mountain 2020 Irrevocable Trust.

Page 26

CUSIP No. 68247Q 102		Schedule 13D		Page 26 of 28 Pages

1	NAME OF REPORTING PERSONS Allied China Investment Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong SAR
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,899,502 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,899,502 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,899,502 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% of the total outstanding Class A ordinary shares⁽²⁾ 1.1% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 1,899,502 Class A ordinary shares represented by 949,751 ADSs directly held by Allied China Investment Limited.

Page 27

CUSIP No. 68247Q 102		Schedule 13D		Page 27 of 28 Pages

1	NAME OF REPORTING PERSONS Beijing Xinzhongli Meixin Equity Investment Center (Limited Partnership)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,899,502 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,899,502 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,899,502 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% of the total outstanding Class A ordinary shares⁽²⁾ 1.1% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) PN

Represents 1,899,502 Class A ordinary shares represented by 949,751 ADSs directly held by Allied China Investment Limited, a subsidiary wholly-owned by Beijing Xinzhongli Meixin Equity Investment Center (Limited Partnership), which may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by Allied China Investment Limited.

Page 28

CUSIP No. 68247Q 102		Schedule 13D		Page 28 of 28 Pages

1	NAME OF REPORTING PERSONS Beijing Xinzhongli Equity Investment Management Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*				(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,899,502 Class A ordinary shares⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,899,502 Class A ordinary shares⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,899,502 Class A ordinary shares⁽¹⁾
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% of the total outstanding Class A ordinary shares⁽²⁾ 1.1% of the total outstanding share capital⁽²⁾
14	TYPE OF REPORTING PERSON (See Instructions) CO

Represents 1,899,502 Class A ordinary shares represented by 949,751 ADSs directly held by Allied China Investment Limited, a subsidiary wholly-owned by Beijing Xinzhongli Meixin Equity Investment Center (Limited Partnership). Beijing Xinzhongli Equity Investment Management Co., Ltd. is the general partner of Beijing Xinzhongli Meixin Equity Investment Center (Limited Partnership) and may be deemed to beneficially own Class A Ordinary Shares represented by ADSs directly held by Allied China Investment Limited.

Page 29

This Amendment No. 2 to Schedule 13D (as so amended, this “Schedule 13D”) amends and supplements the Schedule 13D originally filed on September 9, 2022, as amended by Amendment No. 1 on October 31, 2022 (the “Original Schedule 13D”) relating to the Shares of the Issuer. Capitalized terms used herein and not otherwise defined in this Schedule 13D have the meaning set forth in the Original Schedule 13D. This Amendment No.2 amends Items 2, 3, 4, 5, 6 and 7 as set forth below. The Shares beneficially owned by (i) Sunny Bay Global Limited, (ii) Junling Liu, (iii) Infinity Cosmo Limited, (iv) Xiaomei Michelle Song, (v) Gang Yu, (vi) ClearVue YW Holdings, Ltd., (vii) ClearVue Partners, L.P., (viii) ClearVue Partners GP, L.P., (ix) ClearVue Partners Ltd., (x) Harry Chi Hui, (xi) First Pharmacia International, (xii) BVCF Realization Fund, L.P., (xiii) BVCF Realization Fund GP, Ltd. and (xiv) Zhi Yang were previously reported on Schedule 13G separately. Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Unless otherwise defined herein, capitalized terms used but not defined in this Schedule 13D have the respective meanings set forth in the Original Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

This Schedule 13D is being filed jointly by and on behalf of (i) Sunny Bay Global Limited, (ii) Junling Liu, (iii) Infinity Cosmo Limited, (iv) Xiaomei Michelle Song, (v) Gang Yu, (vi) 6 Dimensions Capital, L.P., (vii) 6 Dimensions Affiliates Fund, L.P., (viii) 6 Dimensions Capital GP, LLC, (ix) Lianyong Chen, (x) ClearVue YW Holdings, Ltd., (xi) ClearVue Partners, L.P., (xii) ClearVue Partners GP, L.P., (xiii) ClearVue Partners Ltd., (xiv) Harry Chi Hui, (xv) Zall Capital Limited, (xvi) Zhi Yan, (xvii) Tongyi Investment Holdings Limited, (xviii) Monarch Investment Holdings Limited, (xix) Harvest Management Holdings Limited, (xx) Zhenxiang Huo, (xxi) First Pharmacia International, (xxii) BVCF Realization Fund, L.P., (xxiii) BVCF Realization Fund GP, Ltd., (xxiv) Zhi Yang, (xxv) J.P. Morgan Trust Company of Delaware, as trustee of Hodge Mountain 2020 Irrevocable Trust, (xxvi) Allied China Investment Limited, (xxvii) Beijing Xinzhongli Meixin Equity Investment Center (Limited Partnership), and (xxviii) Beijing Xinzhongli Equity Investment Management Co., Ltd. (collectively, the “Reporting Persons” and each a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act.

The Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this Schedule 13D. Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership for all purposes of the Shares held by each other Reporting Person.

The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit 99.3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

Sunny Bay Global Limited is a company incorporated in the British Virgin Islands and wholly owned by Mr. Junling Liu. The principal business of Sunny Bay Global Limited is investment holding. The business address of Sunny Bay Global Limited’s principal office is c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Mr. Junling Liu is an Australian citizen and the co-founder, co-chairman and chief executive officer of the Issuer. The business address of Mr. Junling Liu is c/o 3-5/F, No.295 ZuChongZhi Road, Pudong New Area, Shanghai, 201203, People’s Republic of China.

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Infinity Cosmo Limited is a company incorporated in the British Virgin Islands and controlled by Gang Yu Irrevocable Trust. The beneficiaries of Gang Yu Irrevocable Trust are Mr. Gang Yu’s family members and therefore, Mr. Gang Yu may be deemed to be the beneficial owner of the Shares held by Infinity Cosmo Limited. Under the terms of this trust, Mr. Gang Yu’s wife, Ms. Xiaomei Michelle Song, has the power to direct the trustee with respect to the disposal of, and the exercise of any voting and other rights attached to, the aforementioned Shares held by Infinity Cosmo Limited. The principal business of Infinity Cosmo Limited is investment holding. The address of Infinity Cosmo Limited’s principal office is c/o Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

Ms. Xiaomei Michelle Song, Mr. Gang Yu’s wife, is a U.S. citizen. The business address of Ms. Xiaomei Michelle Song is c/o 3-5/F, No.295 ZuChongZhi Road, Pudong New Area, Shanghai, 201203, People’s Republic of China.

Mr. Gang Yu is a U.S. citizen and the co-founder and co-chairman of the Company. The business address of Mr. Gang Yu is c/o 3-5/F, No.295 ZuChongZhi Road, Pudong New Area, Shanghai, 201203, People’s Republic of China.

6 Dimensions Capital, L.P. is an exempted limited partnership organized and existing under the laws of Cayman Islands. The principal business of 6 Dimensions Capital, L.P. is investment and investment holding. Its business address is Unit 6706, 67/F, The Center, 99 Queen’s Road Central, Central, Hong Kong.

6 Dimensions Affiliates Fund, L.P. is an exempted limited partnership organized and existing under the laws of Cayman Islands. The principal business of 6 Dimensions Affiliates Fund, L.P. is investment and investment holding. Its business address is Unit 6706, 67/F, The Center, 99 Queen’s Road Central, Central, Hong Kong.

6 Dimensions Capital GP, LLC is a limited liability company formed under the laws of Cayman Islands. 6 Dimensions Capital GP, LLC is the general partner of 6 Dimensions Capital, L.P. and 6 Dimensions Affiliates Fund, L.P.. The principal business of 6 Dimensions Capital GP, LLC is investment and investment holding. Its business address is Unit 6706, 67/F, The Center, 99 Queen’s Road Central, Central, Hong Kong.

Dr. Lianyong Chen is a U.S. citizen. Dr. Chen is the largest shareholder of and controls 6 Dimensions Capital GP, LLC. Dr. Chen’s business address is Unit 6706, 67/F, The Center, 99 Queen’s Road Central, Central, Hong Kong.

ClearVue YW Holdings, Ltd. is an exempted company organized and existing under the laws of Cayman Islands. The principal business of ClearVue YW Holdings, Ltd. is investment and investment holding. Its business address is Unit 2, 9 Floor, Wheelock Square, No.1717, West Nanjing Road, Jingan District, Shanghai, China.

ClearVue Partners, L.P. is an exempted limited partnership organized and existing under the laws of Cayman Islands. The principal business of ClearVue Partners, L.P. is investment and investment holding. Its business address is Unit 2, 9 Floor, Wheelock Square, No.1717, West Nanjing Road, Jingan District, Shanghai, China.

ClearVue Partners GP, L.P. is an exempted limited partnership organized and existing under the laws of Cayman Islands and the general partner of ClearVue Partners, L.P. ClearVue Partners Ltd. is the general partner of ClearVue Partners GP, L.P. The principal business of ClearVue Partners GP, L.P. is investment and investment holding. Its business address is Unit 2, 9 Floor, Wheelock Square, No.1717, West Nanjing Road, Jingan District, Shanghai, China.

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ClearVue Partners Ltd. is an exempted company organized and existing under the laws of Cayman Islands and the general partner of ClearVue Partners GP, L.P. The principal business of ClearVue Partners Ltd. is investment and investment holding. Its business address is Unit 2, 9 Floor, Wheelock Square, No.1717, West Nanjing Road, Jingan District, Shanghai, China.

Mr. Harry Chi Hui is a Hong Kong citizen and owns 60% of the equity interests in ClearVue Partners Ltd. Mr. Harry Chi Hui’s business address is Unit 2, 9 Floor, Wheelock Square, No.1717, West Nanjing Road, Jingan District, Shanghai, China.

Zall Capital Limited is a company incorporated in the British Virgin Islands. The principal business of Zall Capital Limited is investment and investment holding. Its business address is Room 2101, 21/F, Two Exchange Square, Central, Hong Kong.

Mr. Zhi Yan is a PRC citizen and the sole shareholder and sole director of Zall Capital Limited. Mr. Zhi Yan’s business address is Room 2101, 21/F, Two Exchange Square, Central, Hong Kong.

Tongyi Investment Holdings Limited is a company organized and existing under the laws of Cayman Islands. The principal business of Tongyi Investment Holdings Limited is investment and investment holding. Its business address is Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands.

Monarch Investment Holdings Limited is a company organized and existing under the laws of Cayman Islands. The principal business of Monarch Investment Holdings Limited is investment and investment holding. Its business address is Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands.

Harvest Management Holdings Limited is a company incorporated in the British Virgin Islands. The principal business of Harvest Management Holdings Limited is investment and investment holding. Its business address is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

Mr. Zhenxiang Huo is a PRC citizen and is the largest shareholder of and controls Harvest Management Holdings Limited. Mr. Zhenxiang Huo’s business address is Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands.

First Pharmacia International is an exempted company organized and existing under the laws of Cayman Islands. The principal business of First Pharmacia International is investment and investment holding. Its business address is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Cayman Islands.

BVCF Realization Fund, L.P. is an exempted limited partnership organized and existing under the laws of the Cayman Islands. The principal business of BVCF Realization Fund, L.P. is investment and investment holding. Its business address is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Cayman Islands.

BVCF Realization Fund GP, Ltd. is an exempted company organized and existing under the laws of the Cayman Islands. The principal business of BVCF Realization Fund GP, Ltd. is investment and investment holding. Its business address is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008 Cayman Islands.

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Mr. Zhi Yang is a PRC citizen and the sole director and sole shareholder of BVCF Realization Fund GP, Ltd. Mr. Zhi Yang’s business address is 763 Mengzi Road, Suite 2606, Shanghai, China.

J.P. Morgan Trust Company of Delaware is trustee of Hodge Mountain 2020 Irrevocable Trust, a trust created under the laws of the State of Delaware. The principal business of J.P. Morgan Trust Company of Delaware is to provide Delaware corporate trustee services. Its business address is 500 Stanton Christiana Road, Newark, DE 19713.

Allied China Investment Limited is a limited liability company incorporated under the laws of the Hong Kong SAR. The principal business of Allied China Investment Limited is investment holding. Its business address is Unit 2308, 23/F, Tower A Pingan IFC, 01-03 Xinyuannanlu, Chaoyang District, Beijing 100027, China.

Beijing Xinzhongli Meixin Equity Investment Center (Limited Partnership) is a limited partnership formed under the laws of the People’s Republic of China. Its principal business is investment and investment holding. Its business address is Unit 2308, 23/F, Tower A Pingan IFC, 01-03 Xinyuannanlu, Chaoyang District, Beijing 100027, China.

Beijing Xinzhongli Equity Investment Management Co., Ltd. is a limited liability company formed under the laws of the People’s Republic of China. Its principal business is investment and investment holding. Its business address is Unit 2308, 23/F, Tower A Pingan IFC, 01-03 Xinyuannanlu, Chaoyang District, Beijing 100027, China.

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of Sunny Bay Global Limited, Infinity Cosmo Limited, 6 Dimensions Capital GP, LLC, ClearVue YW Holdings, Ltd., ClearVue Partners Ltd., Zall Capital Limited, Tongyi Investment Holdings Limited, Monarch Investment Holdings Limited, Harvest Management Holdings Limited, First Pharmacia International, BVCF Realization Fund GP, Ltd., Allied China Investment Limited, and Beijing Xinzhongli Equity Investment Management Co., Ltd., if any, are set forth on Schedule A hereto and are incorporated herein by reference.

During the last five years, none of the Reporting Persons and, to the best knowledge of each Reporting Person, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

This Schedule 13D is being filed by the Reporting Persons because, under the facts and circumstances described in Items 2, 4 and 5, the Reporting Persons may be deemed to be a group within the meaning of Section 13(d)(3) of the Act. This filing is not being made as a result of any particular acquisitions or dispositions of the Shares by the Reporting Persons.

On July 13, 2023, Shanghai Changfeng Huixin Equity Investment Fund Management Co., Ltd. and Ningbo Youkai Venture Capital Partnership (Limited Partnership) withdrew from the Consortium in accordance with the Consortium Agreement.

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On July 17, 2023, each existing member of the Consortium has entered into that certain amended and restated consortium agreement (the “Amended and Restated Consortium Agreement”) to amend and restate the Consortium Agreement dated September 9, 2022 to, among other things, extend the exclusivity period to twelve (12) months after signing of this agreement, during which, subject to extension or early termination on the occurrence of certain termination events, the parties thereto shall work exclusively with each other with respect to the Proposed Transaction (including vote, or cause to be voted, at shareholders’ meeting against any competing transaction and in favor of the Proposed Transaction) and not to (a) make a competing proposal or (b) acquire or dispose of any securities of the Issuer.

On the same date, Allied China Investment Limited entered into a deed of adherence to the Amended and Restated Consortium Agreement to join the Consortium as an additional rollover shareholder and intends to finance the Proposed Transaction with additional equity capital in the form of rollover equity in the Issuer by each of them.

The Reporting Persons also intend to finance the Proposed Transaction with additional equity capital in form of cash contribution by Shanghai Youwei Genilink Capital Management Limited, SAIF Partners (Nanjing) Equity Investment Fund (LP), SAIF Partners (Nanjing) Hengzhun Venture Capital Fund (LP), Vendavel Investment SPC acting on behalf of Global Opportunity Fund SP, Hangzhou Huazhi Capital lnvestment Management Co., Ltd. and Suzhou Kunjie Venture Capital Partnership (Limited Partnership), each of which entered into a deed of adherence to the Amended and Restated Consortium Agreement to join the Consortium as an additional sponsor on the same date. The Proposed Transaction is not expected to be subject to a financing condition.

After the signing of the Amended and Restated Consortium Agreement and the entry into the deeds of adherence by the additional members, the “Consortium” in this Schedule 13D consists of (i) Sunny Bay Global Limited, (ii) Junling Liu, (iii) Infinity Cosmo Limited, (iv) Gang Yu, (v) Guosheng Capital Management Co., Ltd., (vi) 6 Dimensions Capital, L.P., (vii) 6 Dimensions Affiliates Fund, L.P., (viii) ClearVue YW Holdings, Ltd., (ix) ClearVue Partners, L.P., (x) Zall Capital Limited, (xi) Tongyi Investment Holdings Limited, (xii) First Pharmacia International, (xiii) J.P. Morgan Trust Company of Delaware, as trustee of Hodge Mountain 2020 Irrevocable Trust, (xiv) Morning Star Resources Limited, (xv) SAIF Partners (Nanjing) Equity Investment Fund (LP), (xvi) SAIF Partners (Nanjing) Hengzhun Venture Capital Fund (LP), (xvii) Allied China Investment Limited, (xviii) Shanghai Youwei Genilink Capital Management Limited, (xix) Vendavel Investment SPC acting on behalf of Global Opportunity Fund SP, (xx) Hangzhou Huazhi Capital lnvestment Management Co., Ltd. and (xxi) Suzhou Kunjie Venture Capital Partnership (Limited Partnership). None of Guosheng Capital Management Co., Ltd., Morning Star Resources Limited, SAIF Partners (Nanjing) Equity Investment Fund (LP), SAIF Partners (Nanjing) Hengzhun Venture Capital Fund (LP), Shanghai Youwei Genilink Capital Management Limited, Vendavel Investment SPC acting on behalf of Global Opportunity Fund SP, Hangzhou Huazhi Capital lnvestment Management Co., Ltd. and Suzhou Kunjie Venture Capital Partnership (Limited Partnership) beneficially own any Shares of the Issuer.

References to the foregoing Amended and Retated Consortium Agreement and the deeds of adherence are qualified in their entirety by reference thereto, which are attached hereto as Exhibits 99.16 to 99.23, respectively, and are incorporated herein by reference in their entirety.

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Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

The Reporting Persons’ response to Item 3 is incorporated by reference into this Item 4.

On July 17, 2023, the Consortium informed the Issuer’s special committee of the board of the expansion of the Consortium and reaffirmed their interests in the Proposed Transaction. The other key terms of the Proposed Transaction remain the same as those set forth in the Proposal included as Exhibit 99.2 of the Original Schedule 13D.

Except as indicated above, the Reporting Persons currently have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons and their representatives may from time to time engage in discussions with members of management, and the special committee of the board of directors of the Issuer, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals and other third parties regarding a variety of matters relating to the Issuer, which may include, among other things, the Issuer’s business, management, capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a)-(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

Because of the arrangements in the Amended and Retated Consortium Agreement and the deeds of adherence, the Consortium may be deemed to have formed a “group” for purposes of Section 13(d)(3) of the Act.

Collectively, the Consortium may be deemed to beneficially own (i) an aggregate of 40,362,088 Class A Ordinary Shares, including Class A Ordinary Shares represented by ADSs, representing 42.0% of outstanding Class A Ordinary Shares, and (ii) an aggregate of 72,000,000 Class B Ordinary Shares, representing 100% of outstanding Class B Ordinary Shares. Each Class B Ordinary Share is convertible at the option of the holder into one Class A Ordinary Share. The Consortium may be deemed to beneficially own approximately 66.9% of the total number of outstanding Class A Ordinary Shares (including the number of Class B Ordinary Shares convertible into Class A Ordinary Shares). Each Class B ordinary share is entitled to fifteen votes per share, whereas each Class A ordinary share is entitled to one vote per share. The Consortium may be deemed to beneficially own the Shares representing approximately 95.3% of the total voting power of the Company. The Shares issuable upon the conversion of vested RSUs of the Company within 60 days following July 17, 2023 are included for purposes of calculation in this paragraph.

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Shares or ADSs or has the right to acquire any Shares or ADSs.

(c)There have been no transactions of the Shares by any of the Reporting Persons in the past 60 days, other than as described herein.

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(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

The Reporting Persons’ response to Item 3 is incorporated by reference into this Item 6.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:

Exhibit 99.3: Joint Filing Agreement among the Reporting Persons, dated July 17, 2023

Exhibit 99.16: Amended and Restated Consortium Agreement, dated July 17, 2023

Exhibit 99.17: Deed of Adherence by Allied China Investment Limited, dated July 17, 2023

Exhibit 99.18: Deed of Adherence by Shanghai Youwei Genilink Capital Management Limited, dated July 17, 2023

Exhibit 99.19: Deed of Adherence by Vendavel Investment SPC acting on behalf of Global Opportunity Fund SP, dated July 17, 2023

Exhibit 99.20: Deed of Adherence by Hangzhou Huazhi Capital lnvestment Management Co., Ltd., dated July 17, 2023

Exhibit 99.21: Deed of Adherence by Suzhou Kunjie Venture Capital Partnership (Limited Partnership), dated July 17, 2023

Exhibit 99.22: Deed of Adherence by SAIF Partners (Nanjing) Equity Investment Fund (LP), dated July 17, 2023

Exhibit 99.23: Deed of Adherence by SAIF Partners (Nanjing) Hengzhun Venture Capital Fund (LP), dated July 17, 2023

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 17, 2023

	Gang Yu

	/s/ Gang Yu

	Xiaomei Michelle Song

	/s/ Xiaomei Michelle Song

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 17, 2023

	Junling Liu

	/s/ Junling Liu

	Sunny Bay Global Limited

	By:	/s/ Junling Liu
	Name: Junling Liu
	Title: Director

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 17, 2023

	Lianyong Chen

	/s/ Lianyong Chen

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 17, 2023

	Zall Capital Limited

	By:	/s/ Zhi Yan
	Name: Zhi Yan
	Title: Director

	Zhi Yan

	/s/ Zhi Yan

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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
	On behalf of 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

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 17, 2023

	J.P. Morgan Trust Company of Delaware as the trustee for and on behalf of Hodge Mountain 2020 Irrevocable Trust

	By:	/s/ Tamika R. Gayle
	Name: Tamika R. Gayle
	Title: Vice President

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

I. Sunny Bay Global Limited

The business address of the following individual is 3-5/F, No.295 ZuChongZhi Road, Pudong New Area, Shanghai, 201203, People’s Republic of China.

Name	Position	Present Principal Occupation	Citizenship
Director:
Junling Liu	Director	Co-Founder, Co-Chairman and Chief Executive Officer of 111, Inc.	Australia

II. Infinity Cosmo Limited

The business address of the following entity is Suite 5508, 55/F, Central Plaza,18 Harbour Road, Wanchai, Hong Kong.

Name	Position	Present Principal Occupation	Citizenship
Director:
Redpa Limited	Director	N/A	Republic of Seychelles

III. 6 Dimensions Capital GP, LLC

The business address of the following individual is Unit 6706, 67/F, The Center, 99 Queen’s Road Central, Central, Hong Kong.

Name	Position	Present Principal Occupation	Citizenship
Director:
Lianyong Chen	Director	Manager of 6 Dimensions Capital GP, LLC	United States

IV. ClearVue YW Holdings, Ltd.

The business address of the following individuals is Unit 2, 9 Floor, Wheelock Square, No.1717, West Nanjing Road, Jingan District, Shanghai 200040, China.

Name	Position	Present Principal Occupation	Citizenship
Director:
Harry Chi Hui	Director	Founding Partner of ClearVue Partners, L.P.	Hong Kong
William Chen	Director	Founding Partner of ClearVue Partners, L.P.	United States

V. ClearVue Partners Ltd.

The business address of the following individuals is Unit 2, 9 Floor, Wheelock Square, No.1717, West Nanjing Road, Jingan District, Shanghai 200040, China.

Name	Position	Present Principal Occupation	Citizenship
Director:
Harry Chi Hui	Director	Founding Partner of ClearVue Partners, L.P.	Hong Kong
William Chen	Director	Founding Partner of ClearVue Partners, L.P.	United States

VI. Zall Capital Limited

The business address of the following individuals is Room 2101, 21/F, Two Exchange Square, Central, Hong Kong.

Name	Position	Present Principal Occupation	Citizenship
Director:
Zhi Yan	Director	The Sole Director of Zall Capital Limited	People’s Republic of China
Executive Officer:
Guohui Zhu	Executive Officer	The Chief Financial Officer of Zall Smart Commerce Group Ltd.	Hong Kong

VII. Tongyi Investment Holdings Limited

The business address of the following individuals is Sertus Chambers, Governors Square, Suite #5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands.

Name	Position	Present Principal Occupation	Citizenship
Director:
Jianmin Huo	Director	Director of Tongyi Investment Holdings Limited	People’s Republic of China
Zhenxiang Huo	Director	Director of Tongyi Investment Holdings Limited	People’s Republic of China

VIII. Monarch Investment Holdings Limited

The business address of the following individuals is Sertus Chambers, Governors Square, Suite #5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands.

Name	Position	Present Principal Occupation	Citizenship
Director:
Jianmin Huo	Director	Director of Tongyi Investment Holdings Limited	People’s Republic of China
Zhenxiang Huo	Director	Director of Tongyi Investment Holdings Limited	People’s Republic of China

IX. Harvest Management Holdings Limited

The business address of the following individuals is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

Name	Position	Present Principal Occupation	Citizenship
Director:
Jianmin Huo	Director	Director of Tongyi Investment Holdings Limited	People’s Republic of China
Zhenxiang Huo	Director	Director of Tongyi Investment Holdings Limited	People’s Republic of China

X. First Pharmacia International

The business address of the following individual is 763 Mengzi Road, Suite 2606, Shanghai, China 200023.

Name	Position	Present Principal Occupation	Citizenship
Director:
Zhi Yang	Director	Director of BVCF Realization Fund GP, Ltd.	People’s Republic of China

XI. BVCF Realization Fund GP, Ltd.

The business address of the following individual is 763 Mengzi Road, Suite 2606, Shanghai, China 200023.

Name	Position	Present Principal Occupation	Citizenship
Director:
Zhi Yang	Director	Director of BVCF Realization Fund GP, Ltd.	People’s Republic of China

XII. Allied China Investment Limited

The business address of the following individual is Unit B, 12/F, Tower A Gateway Plaza, 18 Xiaguangli, East Third Ring North Road, Chaoyang District, Beijing 100027, China.

Name	Position	Present Principal Occupation	Citizenship
Director:
Dan Chen	Director	Director of Allied China Investment Limited	People’s Republic of China

XIII. Beijing Xinzhongli Equity Investment Management Co., Ltd

The business address of the following individual is Unit 2308, 23/F, Tower A Pingan IFC, 01-03 Xinyuannanlu, Chaoyang District, Beijing 100027, China.

Name	Position	Present Principal Occupation	Citizenship
Director:
Song Yan	Director	Managing Director of Beijing Xinzhongli Equity Investment Management Co., Ltd	People’s Republic of China

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

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

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

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

Date: July 17, 2023

	Lianyong Chen

	/s/ Lianyong Chen

JOINT FILING AGREEMENT

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

Date: July 17, 2023

	Zall Capital Limited

	By:	/s/ Zhi Yan
	Name: Zhi Yan
	Title: Director

	Zhi Yan

	/s/ Zhi Yan

JOINT FILING AGREEMENT

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

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

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

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

Exhibit 99.16

AMENDED AND RESTATED CONSORTIUM AGREEMENT

THIS AMENDED AND RESTATED CONSORTIUM AGREEMENT, dated as of July 17, 2023 (this “Agreement”, including all schedules annexed hereto, as hereafter from time to time amended, modified, supplemented, renewed or replaced), is made by and among:

Dr. Gang Yu, a U.S. citizen and the co-founder and co-chairman of the Company (“Dr. Yu”),

Mr. Junling Liu, an Australian citizen and the co-founder, co-chairman and chief executive officer of the Company (“Mr. Liu”, and together with Dr. Yu, the “Co-Founders”),

Infinity Cosmo Limited, a company incorporated under the laws of the British Virgin Islands and controlled by Gang Yu Irrevocable Trust,

Sunny Bay Global Limited, a company incorporated under the laws of the British Virgin Islands and wholly owned by Mr. Liu,

Shanghai Guosheng Capital Management Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China (the “Initial Sponsor”), and

each Person listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).

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, the Investors and any Additional Members (as hereinafter defined) admitted to the Consortium (as hereinafter defined) on or 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.

WHEREAS, the Lead Investors, Infinity Cosmo Limited and Sunny Bay Global Limited entered into a Consortium Agreement, dated September 9, 2022 (the “Original Consortium Agreement”), pursuant to which the parties thereto agreed to form a consortium, subject to and upon the terms of the Original Consortium Agreement, and intended to undertake an acquisition transaction (the “Transaction”) with respect to 111, Inc. (the “Company”), an exempted company incorporated under the laws of the Cayman Islands and listed on the NASDAQ Global Market (“NASDAQ”), to acquire all of the Class A ordinary shares of the Company (including Class A ordinary shares represented by ADSs) of the Company not already owned by them, after which the Company would be delisted from NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”).

WHEREAS, in connection with the Transaction, the Lead Investors submitted a joint, preliminary and non-binding proposal on September 9, 2022 (the “Proposal”) to the special committee of the Company’s board of directors (the “Special Committee”);

WHEREAS, on October 29, 2022, each of the Investors has executed and delivered a Deed of Adherence in the form attached hereto as Schedule C to the Original Consortium Agreement and become a Party and an Additional Member for the purpose of the Original Consortium Agreement;

WHEREAS, (a) in connection with the Transaction, the Parties formed a new company (“Holdco”) under the laws of the Cayman Islands and caused Holdco to form a direct or indirect, wholly-owned subsidiary (“Merger Sub”) under the laws of the Cayman Islands, and (b) at the closing of the Transaction (the “Closing”), the Parties intend that the Merger Sub will be merged with and into the Company, with the Company being the surviving company (the “Surviving Company”);

WHEREAS, none of the Parties has ceased its participation in the Transaction in accordance with the Original Consortium Agreement since the date which was four (4) months after the date of the Original Consortium Agreement, except that Shanghai Changfeng Huixin Equity Investment Fund Management Co., Ltd. and Ningbo Youkai Venture Capital Partnership (Limited Partnership) have withdrawn from the Consortium in accordance with Section 5.2 of the Original Consortium Agreement;

WHEREAS, certain Investor has decided to make additional Rollover Contributions and Cash Contributions to the Consortium;

WHEREAS, the Parties intend to continue pursuing the Transaction and agree to enter into this Agreement to amend and restate the Original Consortium Agreement in its entirety; and

WHEREAS, in accordance with the terms of this Agreement, the Parties agree to cooperate and participate in (a) the evaluation of the Company, (b) discussions regarding the Proposal with the Company, and (c) the negotiation of the terms of definitive documentation with the Special Committee in connection with the Transaction through a transaction structure to be mutually agreed in accordance with a definitive agreement and plan of merger or such other definitive agreement in a form and substance to be agreed by each of the Parties (such agreement or any other definitive agreement governing the Transaction, the “Definitive Agreements”).

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Participation in Transaction; Proposal; Holdco Ownership

1.1            Participation in Transaction.

(a)

Subject to the terms and conditions set forth in this Agreement, each of the Parties agrees to participate in the Transaction. The Co-Founders shall act in good faith to: (i) engage in discussions with the Special Committee regarding the Proposal; (ii) negotiate and finalize the terms of the Definitive Agreements; and (iii) take any action or refrain from taking any action in order for Holdco or Merger Sub to comply with their respective obligations, satisfying the closing conditions or exercise their respective rights under the Definitive Agreements; provided, that the Co-Founders and their respective authorized Representatives and Advisors shall at all relevant times (1) obtain the consents from the other Parties on any adjustment to the purchase price of the Transaction, (2) involve, copy or provide the other Parties, their authorized Representatives and Advisors a reasonable opportunity to participate in, as applicable, all material discussions, negotiations and other communications with the Special Committee or the Company (whether in person, by email or telephone or otherwise) relating to the Transaction, (3) consult with the other Parties on all material terms of all Transaction documentation, (4) circulate all drafts of the Transaction documentation shared by or with the Special Committee or the Company, and (5) keep the other Parties reasonably informed of the status of discussions and negotiations with the Special Committee or the Company.

(b)

In order to facilitate the foregoing and except as otherwise agreed, each Party hereby authorizes and delegates to the Co-Founders the primary responsibility for negotiating and finalizing the terms of the Definitive Agreements with the Company with respect to the Transaction; provided that if any Party fails to reach agreement with the Lead Investors with respect to any material term of the Transaction and such failure continues for more than five (5) Business Days after a notice delivered by the Lead Investors to resolve such disagreement, then such Party shall be deemed to have withdrawn from the Consortium unless otherwise agreed to by each of the Lead Investors. The Co-Founders shall also have the right (i) subject to Section 1.3(c), to adjust the number of Rollover Shares (as defined below) and/or the amount of Cash Contribution (as defined below) of any Party and update the Equity Contribution Schedule (as defined below), and (ii) to determine the number of Rollover Shares and the amount of Cash Contribution of an Additional Member pursuant to Section 1.4.

(c)

For the purposes of this Agreement, any action to be taken by the Co-Founders (other than those contemplated under Section 1.1(a)) shall, in each case, be taken only with the unanimous consent of both of the Co-Founders.

(d)

Each Party shall use its reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.

1.2            [Intentionally left blank.]

1.3            Holdco Ownership and Arrangements.

(a)

Prior to the execution of the Definitive Agreements, the Co-Founders shall (i) incorporate Holdco, and, if appropriate, shall cause Holdco to incorporate Merger Sub, and any other intermediate holding companies, in each case, under the laws of such jurisdiction(s) as may be deemed necessary by the Co-Founders, and (ii) adopt the memorandum and articles of association of Holdco, Merger Sub and other intermediate holding companies (if any). The Parties further agree that the memorandum and articles of association of Holdco, or if appropriate, Merger Sub, shall become the memorandum and articles of association of the Surviving Company at the Closing.

(b)

At the Closing, each Party agrees to contribute (or cause his, her or its Affiliates to contribute) to Holdco, in exchange for newly issued equity interests in Holdco, (i) such number of Company Shares held by such Party and/or his, her or its Affiliates and as determined by the Co-Founders from time to time (such Company Shares, the “Rollover Shares” and such number of Company Shares held by a Party, such Party’s “Rollover Contribution”) and (ii) such amount of cash as determined by the Lead Investors unanimously from time to time (such amount, such Party’s “Cash Contribution”). With respect to any Party, the sum of (A) the deemed value of such Party’s Rollover Shares (which shall be calculated based on the per share purchase price offered to the unaffiliated shareholders of the Company in the Transaction) and (B) the amount of such Party’s Cash Contribution (the aggregate amount of (A) and (B) of each party, the “Equity Contribution” of such Party). Each Party’s ownership percentage in Holdco as of immediately following the Closing and the amount of equity interests in Holdco to be issued to such Party in exchange for such Party’s Equity Contribution shall be calculated proportionally based on (x) the amount of such Party’s Equity Contribution, relative to (y) the aggregate amount of all Parties’ Equity Contributions. For the avoidance of doubt, each Party agrees that the obligation of such Party to contribute his, her or its Rollover Shares and Cash Contribution to Holdco under this Section 1.3(b) shall be subject to the satisfaction or waiver of the conditions to the obligations of Holdco and its subsidiaries to consummate the Transaction to be set forth in the Definitive Agreements.

(c)

Each Party hereby agrees that (i) the Co-Founders may prepare and maintain a schedule setting forth the number of Rollover Shares and the amount of Cash Contribution of each Party (the “Equity Contribution Schedule”); (ii) the number of Rollover Shares or the amount of Cash Contribution of any Party shall not, without prior consent of such Party, be increased to more than such Party’s Rollover Shares or Cash Contribution, as applicable, as set forth in Schedule A attached hereto; and (iii) the number of Rollover Shares and/or the amount of Cash Contribution of any Party may be adjusted from time to time by the Co-Founders (including upon the admission of any Additional Member pursuant to Section 1.4 or the withdrawal of any Party from the Consortium pursuant to Section 1.1(b)), and the Co-Founders shall have the right to update the Equity Contribution Schedule from time to time to reflect such adjustments.

(d)

Prior to the execution of the Definitive Agreements, the Parties shall negotiate in good faith to reach agreement on a term sheet for a shareholder agreement that will take effect immediately after the Closing, and would, among other things, govern the relationship of the shareholders in Holdco following the Closing, and contain provisions customary for transactions of this type, and such other terms and conditions as may be mutually agreed by all of the Lead Investors from time to time, which shall be executed by the Parties and/or their respective Affiliates on or immediately after the Closing (the “Shareholders Agreement”). If any Party fails to reach agreement with all of the Lead Investors with respect to the terms of such Shareholders Agreement term sheet, and such failure continues for more than five (5) Business Days after a notice delivered by the Lead Investors jointly to resolve such disagreement, then such Party shall be deemed to have withdrawn from the Consortium unless otherwise agreed to by all of the Lead Investors.

1.4            Admission of New Consortium Members

(a)

Admission of additional members to the Consortium (including by way of indirect participation through syndication of any Party) (such additional members, the “Additional Members”, each, an “Additional Member”) shall require: (i) the consents of both Co-Founders to admit a proposed new Consortium member who would make Rollover Contributions to the Consortium; or (ii) the consents of all of the Lead Investors to admit a proposed new Consortium member who would become an additional sponsor to the Consortium to provide additional equity capital for the consummation of the Transaction (including by way of indirect participation through syndication of any Party) (such additional sponsor, the “Additional Sponsor”, and together with the Initial Sponsor, the “Sponsors”). The Co-Founders shall have the right to determine the number of Rollover Shares to be contributed by an Additional Member admitted pursuant to this Section 1.4. The Lead Investors shall have the right to unanimously determine the amount of Cash Contribution of an Additional Sponsor or Additional Member admitted pursuant to this Section 1.4. The Co-Founders shall update the Equity Contribution Schedule to reflect such determination.

(b)

Each proposed new member of the Consortium shall, as a condition to its admission to the Consortium, demonstrate its ability to finance its commitment by way of letter of comfort or such other evidence satisfactory to the Co-Founders or the Lead Investors (as the case may be).

(c)

Any Additional Members admitted to the Consortium pursuant to Section 1.4 shall execute a deed of adherence to this Consortium Agreement in the form attached hereto as Schedule B (the “Deed of Adherence”) and upon its execution of the Deed of Adherence, such additional member shall become a Party and an Additional Member for the purpose of this Agreement.

(d)

Subject to Section 1.4(c), Additional Members shall have the same privileges as other Parties, other than the ones specifically granted to the Lead Investors and the Co-Founders (as the case may be). If any Party provides any other person with any indirect interest in the Transaction (such as by way of providing a person with interest in or through such Party), except as otherwise agreed, such indirect holder of any interest in or through a Party shall not be considered a Party or entitled to any rights and privileges of a Party under this Agreement.

(e)

Notwithstanding anything to the contrary herein, the Initial Sponsor shall at all times be afforded at least the same rights and privileges as those granted to any Additional Sponsor.

Advisors; Approvals

2.1            Information Sharing. In connection with the Transaction, each Party shall (a) comply with any information delivery or other similar requirements entered into by Holdco, a Party or an Affiliate of a Party, reasonably related to the Transaction and shall not, and shall direct its Representatives not to, whether by their action or omission, breach such arrangements or obligations, (b) comply with any confidentiality agreements reasonably required by the Company, (c) provide each other Party, Holdco or the Special Committee with all information reasonably required concerning such Party or any other matter relating to such Party, its funding capabilities and arrangements (if any), in connection with the Transaction and any other information a Party or the Special Committee may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, promptly and in no event later than 5 days after receiving such information request, (d) provide timely responses to requests by other Parties or the Special Committee for information, so as to meet timeframes and deadlines as proposed by the Special Committee; and (e) apply the level of resources and expertise that such Party reasonably considers to be necessary and appropriate to meet its obligations under this Agreement. Except as required by law or regulations of any stock exchange or other regulatory body to which a Party is bound, the consent of each Party shall be required for any public statements about their intentions with respect to the Company, any issuance of which shall be further subject to Section 6.1. The Parties also acknowledge and agree that the Transaction may be considered a “going-private” transaction under Rule 13e-3 under the Exchange Act (“Rule 13e-3”) and agree to provide all information necessary to satisfy the applicable disclosure requirements under Rule 13e-3. Unless each of the Lead Investors otherwise agrees, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of their internal board meeting or investment committee materials or analyses or any information which it considers being commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Parties agree and confirm that the Parties who are directors or employees of the Company or its subsidiaries shall not be obligated to provide any information in breach of any of their respective obligations or fiduciary duties to the Company.

2.2            Appointment of Advisors.

(a)

The Parties agree that the Co-Founders shall be responsible for engaging (including the scope and engagement terms), terminating or changing all joint Advisors to the Consortium in connection with the Transaction (such joint Advisors to the Consortium agreed in writing by the Co-Founders in accordance with this Section 2.2(a), the “Joint Advisors”), provided that the Co-Founders shall first consult with the other Lead Investors prior to any such engagement, termination or change and obtain their consent (which shall not be unreasonably withhold, conditioned or delayed). The Parties agree and acknowledge that O’Melveny & Myers has been selected by the Consortium as a Joint Advisor and the international legal counsel to the Consortium.

(b)

Except as otherwise provided in Section 2.2(a), if a Party requires separate representation in connection with specific issues arising out of the Transaction, such Party may retain other Advisors to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Sections 3.1(a), 3.1(c) and 3.1(e), be solely responsible for the fees and expenses of such separate Advisors unless each of the Lead Investors agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as Consortium Transaction Expenses (as defined below) and reimbursable pursuant to Section 3.

2.3            Approvals. Each Party shall use reasonable best efforts and provide all cooperation as may be reasonably requested by each other Party to obtain all applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions required or, in the reasonable opinion of all of the Lead Investors, desirable for the consummation of the Transaction.

Transaction Costs

3.1            Expenses and Fee Sharing.

(a)

Upon consummation of the Transaction, the Company (or its successor in interests) shall reimburse the Parties for, or pay on behalf of the Parties, as the case may be: (i) the reasonable out-of-pocket costs and expenses incurred by the Parties (other than fees and costs of any separate Advisors who were retained by a Party unless and only to the extent such appointment and expenses are agreed to in advance in writing by each of the Lead Investors to be treated as the transaction expenses of the Consortium), and (ii) fees, expenses and disbursements payable to any Joint Advisors as contemplated by Section 2.2(a) (such costs and expenses under this subsections (i) and (ii), the “Consortium Transaction Expenses”).

(b)

If the Transaction is not consummated (and Sections 3.1(c) and 3.1(e) does not apply), and subject to Section 5.7, each Party agrees to (i) pay its pro rata portion of the Consortium Transaction Expenses (if applicable, up to the date of termination of this Agreement pursuant to Section 5.1) determined based on its contemplated ownership percentage of the Company immediately following the Transaction as set forth in the then-effective Schedule A (such percentage, the “Contemplated Ownership Percentage”) (for the avoidance of doubt, Consortium Transaction Expenses in accordance with Section 3.1(a) above shall commence accruing from the earlier of (x) September 9, 2022 or (y) the date such Joint Advisors were engaged by the Lead Investors pursuant to Section 2.2(a)) and (ii) bear its own costs and expenses incurred in connection with the Transaction including fees, expenses and disbursements payable to any separate Advisor engaged by such Party as contemplated by Section 2.2(b);

(c)

If the Transaction is not consummated due to the unilateral breach of this Agreement (or any other relevant agreement in connection with the Transaction) by one or more Parties, then each breaching Party shall reimburse any non-breaching Party for all of its out-of-pocket costs and expenses incurred in connection with the Transaction, including (i) the Consortium Transaction Expenses; and (ii) any fees, expenses and disbursements payable to separate Advisors retained by such non-breaching Party pursuant to Section 2.2(b), in each case without prejudice to any rights and remedies otherwise available to such non-breaching Party.

(d)

If a Party ceases to be a Party (including by way of breach of this Agreement) prior to the consummation of the Transaction, then such Party shall be responsible for, and shall pay, its pro rata portion of the Consortium Transaction Expenses incurred or accrued as of the date of its ceasing to be a Party, which shall be determined based upon such Party’s Contemplated Ownership Percentage as set forth in the then-effective Schedule A. For the avoidance of doubt, such Party shall not be responsible for any Consortium Transaction Expenses incurred or accrued after such time as such Party ceases to be a Party other than under the circumstances described in Section 3.1(c).

(e)

Notwithstanding the foregoing, with respect to the Lead Investors, if any Lead Investor decides to withdraw from the Consortium or decides otherwise not to participate in the Transaction and has obtained the consents of all of the non-withdrawing Lead Investors for such withdrawal, the withdrawing Lead Investor shall reimburse any non-withdrawing Lead Investors for all of its out-of-pocket costs and expenses incurred in connection with this Transaction, including (i) the Consortium Transaction Expenses; and (ii) any fees, expenses and disbursements payable to separate Advisors (if any) retained by such non-withdrawing Lead Investors pursuant to Section 2.2(b), in each case that are allocated to the non-withdrawing Lead Investors, without prejudice to any rights and remedies otherwise available to such non-breaching Party. For the avoidance of doubt, if the withdrawing Lead Investor decides to withdraw from the Consortium before it obtains the consents of all of non-withdrawing Lead Investors, such withdrawal shall be considered as an unilateral breach of this Agreement and shall be responsible for fees and expenses as provided in Section 3.1(c).

(f)

Each of the Parties shall be entitled to receive any termination, break-up or other fees or amounts payable to Holdco or, if applicable, Merger Sub by the Company pursuant to the Definitive Agreements, to be allocated pro rata among the Parties in proportion to their respective Contemplated Ownership Percentages as set forth in the then-effective Schedule A, net of the Consortium Transaction Expenses.

Exclusivity.

4.1            During the period beginning on the date hereof and ending on the earlier of (i) the date which is twelve (12) months after the date of this Agreement, which may be extended by all of the non-breaching Lead Investors in writing, and (ii) the termination of this Agreement pursuant to Section 5.4 (the “Exclusivity Period”), each Party agrees that it shall (and shall cause its Affiliates to):

(a)

work exclusively with the Lead Investors to implement the Transaction, including to (i) evaluate the Company and its business, (ii) prepare, negotiate and finalize the definitive Transaction documentation; and (iii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise), including any adjournment, recess or postponement thereof, all of its Company Shares (x) against any Alternative Transaction or matter that would facilitate an Alternative Transaction and (y) in favor of the Transaction;

(b)

not, and shall not permit its Affiliates, or any of its or its Affiliates’ Representatives authorized to act on it or its Affiliate’s behalf, directly or indirectly, to (i) propose an Alternative Transaction, or seek, solicit, initiate, induce, facilitate or encourage (including by way of furnishing any non-public information concerning the Company) inquiries or proposals concerning, or participate in any discussions, negotiations, communications or other activities with any person (other than the other Parties) concerning, or enter into or agree to an Alternative Transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue an Alternative Transaction; (iii) finance or offer to finance any Alternative Transaction, including by offering any equity or debt finance, or contribution of Company Shares or other securities in the Company or provision of a voting or tender agreement, in support of any Alternative Transaction; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is inconsistent with the provisions of this Agreement or the Transaction as contemplated by this Agreement; (v) except as expressly contemplated under the Definitive Agreements or other definitive Transaction documentation, (A) acquire any Company Shares or other securities in the Company, or any right, title or interest thereto or therein (other than acquiring any Company Shares upon settlement of any Company RSU), or (B) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, including, without limitation, by way of tender or exchange offer, an interest in any Company Shares or other securities in the Company (“Transfer”); (vi) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any Company Shares or other securities in the Company, or any right, title or interest thereto or therein; (vii) deposit any Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Shares or other securities in the Company; or (viii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 4.1(b)(i) to Section 4.1(b)(vii);

(c)

immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Representatives) with all persons conducted heretofore with respect to an Alternative Transaction; and

(d)

notify the other Parties promptly if it or any of its Representatives receives any approach or communication with respect to any Alternative Transaction and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of the approach or communication, and promptly provide the other Parties with copies of any such written communication.

Notwithstanding the foregoing provisions of Section 4.1, nothing in this Agreement shall be deemed to restrict the Co-Founders or their respective Affiliates or their respective Representatives from engaging or participating in any discussions or negotiations with (a) senior management of the Company (only in their personal capacities) regarding their participation or involvement in the Transaction during the pendency of the consummation of the Transaction or (b) any other Person who has indicated an interest in joining the Consortium as an Additional Member for the purposes of determining the suitability of such Person, and potential terms under which such Person or its Affiliates may be admitted, as an Additional Member pursuant to Section 1.4(a).

Termination

5.1            Failure to Agree. Prior to the execution of the Definitive Agreements,

(a)

Upon a Party’s deemed withdrawal pursuant to Section 1.1(b) or Section 1.3(d), this Agreement shall terminate with respect to such Party, following which the provisions of Section 5.7(a) and will apply.

(b)

With respect to any Party who ceases its participation in the Transaction by voluntarily withdrawing from the Consortium with the consent of all of Lead Investors (or in the case of any Lead Investor, the consent of all of the non-withdrawing Lead Investors), this Agreement shall terminate with respect to such Party, following which the provisions of Section 5.7(a) will apply; provided, that any member of the Consortium may cease its participation in the Transaction by withdrawing from the Consortium without consent from the Lead Investors (or in the case of any Lead Investor, the consent of all of the non-withdrawing Lead Investors), if (i) its due diligence investigation identifies that the Company has made in its public disclosures filed with the U.S. Securities and Exchange Commission any fraudulent or untrue statement of a material fact or any omission of a material fact necessary in order to make its statements made, in the light of the circumstances under which they were made, not misleading, in each case with respect to the Company and its business or (ii) such member is required to accept any onerous condition or mitigation measure imposed upon such member or any of its affiliates in connection with obtaining any applicable governmental, statutory or regulatory approvals or clearances in connection with the consummation of the Transaction that would materially and adversely affect such member’s interest in the Transaction.

5.2            Upon Expiration of Exclusivity Period. If Holdco, Merger Sub (if appropriate) and the Company have not entered into the Definitive Agreements prior to expiration (including any extensions thereof) of the Exclusivity Period with respect to the Transaction and the members of the Consortium are unable to agree, after good faith endeavors, either (x) as among the members of the Consortium on the material terms of the Transaction, or (y) with the Special Committee on the material terms of the Transaction, any Party may upon expiration of such period cease its participation in the Transaction by providing a written notice to the Lead Investors and this Agreement shall terminate with respect to such Party, following which the provisions of Section 5.7(b) will apply.

5.3            Upon Breach of Contract. If any member of the Consortium has breached any representation or warranty, or any other material covenant or agreement of such member contained in this Agreement, which breach cannot be cured or, if it is capable of being cured, is not cured within ten (10) days after such member is notified by any non-breaching Lead Investor in writing of the same, this Agreement shall terminate with respect to such Party, following which the provisions of Section 5.7(a) will apply.

5.4            Cessation of Business. This Agreement shall terminate with respect to all Parties if 1 Pharmacy Technology (Shanghai) Co., Ltd., a subsidiary controlled by the Company, is ordered by a competent government authority to cease its operation of principal business due to change of the applicable laws or regulations with respect to its principal business.

5.5            Other Termination Events. This Agreement shall terminate with respect to all Parties upon a written agreement among all of the Parties to terminate this Agreement, following which the provisions of Section 5.7(b) will apply.

5.6            After Execution of Definitive Agreements. After the execution of the Definitive Agreements, this Agreement shall terminate without any further action on the part of any Party, upon the earlier of (a) the date the Transaction is consummated and (b) the date that the Definitive Agreements is validly terminated in accordance with its terms.

5.7            Effect of Termination.

(a)

Upon termination of this Agreement with respect to a Party pursuant to Section 5.1 (Failure to Agree) or Section 5.3 (Upon Breach of Contract), Section 3 (Transaction Costs), Section 4 (Exclusivity), Section 5 (Termination), Section 6.2 (Confidentiality), Section 7 (Notices) and Section 9 (Miscellaneous) shall continue to bind such Party, provided that, if there was a breach of this Agreement by such Party prior to the termination, Sections 3.1(c), 3.1(d) and 3.1(e), as applicable, shall apply.

(b)

Upon termination of this Agreement pursuant to Section 5.2 (Upon Expiration of Exclusivity Period), Section 5.4 (Cessation of Business), Section 5.5 (Other Termination Events) or Section 5.6 (After Execution of Definitive Agreements), Section 3 (Transaction Costs), Section 5 (Termination), Section 6.2 (Confidentiality), Section 7 (Notices) and Section 9 (Miscellaneous) shall continue to bind all of the Parties, provided that, if there was a breach of this Agreement by such Party prior to the termination, Sections 3.1(c), 3.1(d) and 3.1(e), as applicable, shall apply.

(c)

Other than as set forth in Section 5.7(a) and Section 5.7(b), the Parties shall not otherwise be liable to each other in relation to this Agreement after termination. Any Joint Advisor or separate Advisor appointed by any Party in accordance with the terms of this Agreement may continue to advise any of the Parties.

Announcements and Confidentiality

6.1            Announcements. No public announcement or statement regarding the existence, subject matter or contents of this Agreement shall be issued by any Party or their Affiliates or Representatives either to the Company (including the Company’s board of directors ) or to the public without the prior written consent of each of the Lead Investors, which consent shall not be unreasonably withheld, delayed or conditioned, except to the extent that any such announcements are required by laws, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after the form and terms of such disclosure have been notified to the Lead Investors and the Lead Investors have had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable. Any public announcement to be made by the Parties or their Affiliates (including Holdco) in connection with the Transaction shall be jointly coordinated and agreed by all of the Parties.

6.2            Confidentiality.

(a)

Except as permitted under Section 6.3, each Party shall not, and shall direct its Affiliates and Representatives not to, without the prior written consent of the other Parties, disclose any Confidential Information received by it (the “Recipient”) from any other Party (the “Discloser”). Each Party shall not and shall direct its Affiliates and Representatives not to, use any Confidential Information for any purpose other than for the purposes of this Agreement or the Transaction.

(b)

Subject to Section 6.2(c), the Recipient shall safeguard and return to the Discloser, on demand, any Confidential Information, and in the case of electronic data that constitutes Confidential Information, to return or destroy such Confidential Information (other than any electronic data stored on the back-up storage of the Recipient’s hardware) at the option of the Recipient.

(c)

Each Party may retain in a secure archive a copy of the Confidential Information referred to in Section 6.2(a) if the Confidential Information is required to be retained by the Party for regulatory purposes or in connection with a bona fide document retention policy.

(d)

Each Party acknowledges that, in relation to any Confidential Information received from a Discloser, the obligations contained in this Section 6.2 shall continue to apply for a period of twenty-four (24) months following the date of termination of this Agreement pursuant to Section 5.1, Section 5.2, Section 5.3, Section 5.4, Section 5.5, or Section 5.6, as applicable, unless otherwise agreed in writing.

6.3            Permitted Disclosures. A Party may make disclosures (a) to those of its Affiliates and Representatives as such Party reasonably deems necessary to give effect to or enforce this Agreement (including potential sources of capital), but only on a confidential basis and the Party should sign a confidentiality agreement, as applicable, which contains similar content to Section 6.3, with the Recipient; (b) if required by law or a court of competent jurisdiction, the United States Securities and Exchange Commission or another regulatory body or international stock exchange having jurisdiction over a Party or its Affiliates or pursuant to whose rules and regulations such disclosure is required to be made, but only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent legally permissible and reasonably practicable; or (c) if the information is publicly available other than through a breach of this Agreement by such Party or its Affiliates or Representatives.

Notices.

7.1            Any notice, request, instruction or other document to be given hereunder by any Party to the others shall be in writing and delivered personally or sent by facsimile, overnight courier or e-mail to the contact details set forth on the signature pages and shall be copied to the additional contact as set forth thereon as well or to such other persons or addresses as may be designated in writing by the Party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving Party upon actual receipt, if delivered personally; upon confirmation or proof of successful transmission if sent by facsimile or e-mail or on the next day after deposit with an overnight courier, if sent by an overnight courier, except if the time of deemed delivery under this Section 7, (regardless of the form of service) is after 4:30 p.m. at the place of receipt or is not on a Business Day, then the notice will not be deemed received at that time but rather will be deemed received at 9 a.m. on the next following Business Day in the place of delivery.

Representations and Warranties

8.1            Representations and Warranties. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that (a) it has the requisite power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such Party and no additional proceedings are necessary to approve this Agreement; (c) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of such Party enforceable against it in accordance with the terms hereof (subject to general principles of equity); (d) its execution, delivery and performance (including the provision and exchange of information) of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any material contract or agreement to which such Party is a party or by which such Party is bound, or any office such Party holds, (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Party or any of its properties and assets or (iii) result in the creation of, or impose any obligation on such Party to create, any lien, charge or other encumbrance of any nature whatsoever upon such Party’s properties or assets; and (e) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of such Party.

8.2            Company Shares. As of the date of this Agreement, (i) each Party (A) Owns the number of outstanding Company Shares set forth under the heading “Company Shares” next to its names on Schedule A hereto, and (B) Owns the other Securities set forth under the heading “Other Securities” next to their names on Schedule A hereto, in each case free and clear of any encumbrances or restrictions; (ii) such Party has the sole right to Control the voting and disposition of the Company Shares (if any) and any other Securities (if any) Owned by such Party; and (iii) such Party does not Own, directly or indirectly, any Company Shares or other Securities other than as set forth on Schedule A hereto. Each Party agrees that, except as may be agreed by each of the Co-Founders, it shall not acquire Ownership of any Company Shares prior to the termination of this Agreement pursuant to Section 5.

8.3            Reliance. Each Party acknowledges that the other Parties have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Section 8.1 and Section 8.2 and have been induced by them to enter into this Agreement.

Miscellaneous

9.1            No Recourse against Co-Founders. Each of the Parties hereby agrees and acknowledges that such Party shall have no right of recovery or claim against any Co-Founders, any of its Affiliates or any Representative of the foregoing (the “Relevant Parties”) under, by reason of or in connection with, and no liability shall attach to any Relevant Party under, by reason of or in connection with, this Agreement or the Transaction contemplated hereby (including the exercise of any right, option or discretion of one or more Co-Founders hereunder, or any direct or indirect consequence of such exercise of right, option or discretion), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise, in each case other than any right of recovery, claim or liability arising out of any breach by any Co-Founders of any of its express obligations under this Agreement.

9.2            Entire Agreement. This Agreement constitutes the entire agreement among the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter, including without limitation the Original Consortium Agreement, provided that the Original Consortium Agreement shall continue applying to Shanghai Changfeng Huixin Equity Investment Fund Management Co., Ltd. and Ningbo Youkai Venture Capital Partnership (Limited Partnership) to the extent applicable.

9.3            Further Assurances. Each Party shall use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to carry out the intent and purposes of this Agreement.

9.4            Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the maximum extent possible. In any event, the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

9.5            Amendments; Waivers. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by each of the Parties. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the Party against whom the enforcement of such waiver, discharge or termination is sought. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

9.6            Assignment; No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of any Party shall not be assigned without the prior consent of each of the Lead Investors. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of each of the Parties. Nothing in this Agreement shall be construed as giving any person, other than each of the Parties and its heirs, successors, legal representatives and permitted assigns any right, remedy or claim under or in respect of this Agreement or any provision hereof.

9.7            No Partnership or Agency. The Parties are independent and nothing in this Agreement constitutes a Party as the trustee, fiduciary, agent, employee, partner or joint venturer of the other Party.

9.8            Counterparts. This Agreement may be executed in counterparts and all counterparts taken together shall constitute one document. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

9.9            Governing Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than Hong Kong.

9.10            Dispute Resolution. Any disputes, actions and proceedings against any Party arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force (the “Rules”) when the notice of arbitration is submitted and as may be amended by this Section 9.10. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the chairman of HKIAC. The award of the Tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

9.11            Specific Performance. Each Party acknowledges and agrees that the other Parties would be irreparably injured by a breach of this Agreement by it and that money damages alone are an inadequate remedy for actual or threatened breach of this Agreement. Accordingly, each Party shall be entitled to specific performance or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement, in addition to all other rights and remedies available at law or in equity to such Party, including the right to claim money damages for breach of any provision of this Agreement.

9.12            Limitation on Liability. Except as otherwise expressly provided for in this Agreement, the obligation of each Party under this Agreement is several (and not joint or joint and several).

10.

Definitions and Interpretations

10.1            Definitions. In this Agreement, unless the context requires otherwise:

“Additional Member” or “Additional Members” shall have the meaning ascribed to such term in Section 1.4(a) hereof.

“Additional Sponsor” shall have the meaning ascribed to such term in Section 1.4(a) hereof.

“ADSs” means the Company’s American Depository Shares, each representing 2 (two) Class A ordinary shares of the Company.

“Advisors” means any legal, financial, tax, forensic accounting or other advisors or consultants of the Consortium, Holdco, Merger Sub or a Party, in each case appointed in connection with the Transaction.

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act; including, for the avoidance of doubt, any affiliated investment funds of such Party or any investment vehicles of such Party or such funds; provided, however, that with respect only to Parties that are a private equity, sovereign or other funds in the business of making investments in portfolio companies managed independently, no portfolio company of any such Party (including portfolio company of any affiliated investment fund or investment vehicle of such Party) shall be deemed to be an Affiliate of such Party.

“Agreement” shall have the meaning ascribed to such term in the preamble hereof.

“Alternative Transaction” means any inquiry, proposal or offer from any person (other than the Consortium) relating to (i) any direct or indirect acquisition or purchase of any capital stock or other equity interest in, or any of the businesses of, the Company or its subsidiaries or variable interest entities, or a restructuring, recapitalization, merger, consolidation or other business combination transaction involving the Company or its subsidiaries or variable interest entities, (ii) a transfer, sale or lease of any of the assets of the Company or any of its subsidiaries or variable interest entities, or (iii) any other transaction that could adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

“Arbitrator” shall have the meaning ascribed to such term in Section 9.10 hereof.

“Business Day” means any day (other than a Saturday or a Sunday) on which banks generally are open in Beijing, Hong Kong, New York City, Cayman Islands and British Virgins Islands for the transaction of normal banking business.

“Cash Contribution” shall have the meaning ascribed to such term in Section 1.3(b) hereof.

“Closing” shall have the meaning ascribed to such term in the recitals hereof.

“Co-Founders” shall have the meaning ascribed to such term in the preamble hereof.

“Company” shall have the meaning ascribed to such term in the recitals hereof.

“Company RSU” means each outstanding restricted stock unit issued by the Company pursuant to any stock incentive plan that subject to certain restrictions entitles the holder thereof to receive one Class A ordinary share upon the vesting of such restricted stock unit.

“Company Shares” means the issued and outstanding Class A ordinary shares, par value US$0.00005 per share, of the Company, including the Class A ordinary shares represented by the ADSs, and the Class B ordinary shares, par value US$0.00005 per share, of the Company.

“Confidential Information” includes (i) all written, oral or other information obtained in confidence by one Party from any other Party in connection with this Agreement or the Transaction, unless such information (x) is already or becomes known to such first Party on a non-confidential basis from a source not known by such first Party to be bound by a duty of confidentiality, or (y) is or becomes publicly available other than through a breach of this Agreement by such Party or its Affiliates or Representatives, and (ii) the existence or terms of, and any negotiations or discussions relating to, this Agreement, the Proposal and any definitive documentation, including the Definitive Agreements, and the Transaction.

“Consortium” means the consortium formed by the Parties and any Additional Members to undertake the Transaction.

“Consortium Transaction Expenses” shall have the meaning ascribed to such term in Section 3.1(a) hereof.

“Contemplated Ownership Percentage” shall have the meaning ascribed to such terms in Section 3.1(b) hereof.

“Control” shall have the meaning ascribed to such terms in Rule 12b-2 under the Exchange Act.

“Deed of Adherence” shall have the meaning ascribed to such term in Section 1.4(c) hereof.

“Definitive Agreements” shall have the meaning ascribed to such term in the recitals hereof.

“Discloser” shall have the meaning ascribed to such term in Section 6.2(a) hereof.

“Dr. Yu” shall have the meaning ascribed to such term in the preamble hereof.

“Exchange Act” shall have the meaning ascribed to such term in the recitals hereof.

“Exclusivity Period” shall have the meaning ascribed to such term in Section 4.1 hereof.

“Equity Contribution” shall have the meaning ascribed to such term in Section 1.3(b) hereof.

“Equity Contribution Schedule” shall have the meaning ascribed to such term in Section 1.3(c) hereof.

“HKIAC” shall have the meaning ascribed to such term in Section 9.10 hereof.

“Holdco” shall have the meaning ascribed to such term in the recitals hereof.

“Hong Kong” shall have the meaning ascribed to such term in Section 9.9 hereof.

“Initial Sponsor” shall have the meaning ascribed to such term in the preamble hereof.

“Investor(s)” shall have the meaning ascribed to such term in the preamble hereof.

“Joint Advisors” shall have the meaning ascribed to such term in Section 2.2(a) hereof.

“Lead Investor” or “Lead Investors” shall have the meaning ascribed to such term in the preamble hereof.

“Merger Sub” shall have the meaning ascribed to such term in the recitals hereof.

“Mr. Liu” shall have the meaning ascribed to such term in the preamble hereof.

“NASDAQ” shall have the meaning ascribed to such term in the recitals hereof.

“Own” or “Ownership” means, with respect to a person and security, the person (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

“Party” or “Parties” shall have the meaning ascribed to such term in the preamble hereof.

“Person” means an individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, trust or other entity or organization, in each case whether or not having a separate legal personality.

“Original Consortium Agreement” shall have the meaning ascribed to such term in the recitals hereof.

“Proposal” shall have the meaning ascribed to such term in the recitals hereof.

“Recipient” shall have the meaning ascribed to such term in Section 6.2(a) hereof.

“Relevant Parties” shall have the meaning ascribed to such term in Section 9.1 hereof.

“Representatives” of a Party means that Party’s officers, directors, employees, accountants, counsel, financial advisors, consultants, other advisors, commercial bankers, lending institutions, general partners, limited partners, and other potential debt and equity financing sources. The Representatives shall include the Advisors.

“Rollover Contribution” shall have the meaning ascribed to such term in Section 1.3(b) hereof.

“Rollover Shares” shall have the meaning ascribed to such term in Section 1.3(b) hereof.

“Rule 13e-3” shall have the meaning ascribed to such term in Section 2.1 hereof.

“Rules” shall have the meaning ascribed to such term in Section 9.10 hereof.

“Securities” means shares, warrants, options and any other securities which are convertible into or exercisable for shares of the Company including Company Shares and the ADSs.

“Shareholders Agreement” shall have the meaning ascribed to such term in Section 1.3(d) hereof.

“Special Committee” shall have the meaning ascribed to such term in the recitals hereof.

“Sponsors” shall have the meaning ascribed to such term in Section 1.4(a) hereof.

“Surviving Company” shall have the meaning ascribed to such term in the recitals hereof.

“Transaction” shall have the meaning ascribed to such term in the recitals hereof.

“Transfer” shall have the meaning ascribed to such term in Section 4.1(b) hereof.

“Tribunal” shall have the meaning ascribed to such term in Section 9.10 hereof.

10.2            Headings. Section and paragraph headings are inserted for ease of reference only and shall not affect construction.

[Signatures begin on next page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as a deed as of the date first written above.

	Dr. Gang Yu


	By:	/s/ Gang Yu

	Notice details:
	Address: 4th Floor, No. 295 Zuchongzhi Road, Shanghai, PRC
	Attention: Dr. Gang Yu
	E-mail: gang@111.com.cn