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. 3)*

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)

February 27, 2024

(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. ¨

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/A

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.

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.

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CUSIP No. 68247Q 102

Schedule 13D/A

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) 1,131,134 Class A ordinary shares directly held by Mr. Junling Liu, and (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.

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CUSIP 68247Q 102

Schedule 13D/A

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 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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
14	TYPE OF REPORTING PERSON (See Instructions) CO

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CUSIP No. 68247Q 102

Schedule 13D/A

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 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
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
14	TYPE OF REPORTING PERSON (See Instructions) IN

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CUSIP No. 68247Q 102

Schedule 13D/A

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 36,000,000 Class B ordinary shares⁽¹⁾ 57,049 Class A ordinary shares⁽¹⁾
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 36,000,000 Class B ordinary shares⁽¹⁾ 57,049 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⁾ 57,049 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) 57,049 Class A shares and (ii) 36,000,000 Class B ordinary shares held by Mr. Gang Yu.

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CUSIP 68247Q 102

Schedule 13D/A

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.

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CUSIP No. 68247Q 102

Schedule 13D/A

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⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

362,294 Class A ordinary shares⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

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⁾

TYPE OF REPORTING PERSON (See Instructions)

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.

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CUSIP 68247Q 102

Schedule 13D/A

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⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,245,894 Class A ordinary shares⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

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⁾

TYPE OF REPORTING PERSON (See Instructions)

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.

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CUSIP 68247Q 102

Schedule 13D/A

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⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,265,894 Class A ordinary shares⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

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⁾

TYPE OF REPORTING PERSON (See Instructions)

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 held by Dr. Lian Yong Chen. 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..

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CUSIP No. 68247Q 102

Schedule 13D/A

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⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,847,256 Class A ordinary shares⁽¹⁾

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

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⁾

TYPE OF REPORTING PERSON (See Instructions)

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

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CUSIP No. 68247Q 102

Schedule 13D/A

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

	1.	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..

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CUSIP No. 68247Q 102

Schedule 13D/A

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..

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CUSIP No. 68247Q 102

Schedule 13D/A

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..

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CUSIP No. 68247Q 102

Schedule 13D/A

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..

-14-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-15-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-16-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-17-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-18-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-19-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-20-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-21-

CUSIP No. 68247Q 102

Schedule 13D/A

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

	1.	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.

	2.	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.

-22-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-23-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-24-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-25-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-26-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-27-

CUSIP No. 68247Q 102

Schedule 13D/A

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.

-28-

This Amendment No. 3 (this “Amendment”) 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 and Amendment No. 2 on July 17, 2023 (the “Original Schedule 13D”) relating to the Shares of the Issuer. This Amendment No.3 amends Items 2, 4, 5, 6 and 7 as set forth below. 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(a) is hereby amended and supplemented by adding the following at the end thereof:

The Reporting Persons were previously parties to a joint filing agreement, dated July 17, 2023 (the “Joint Filing Agreement”), pursuant to which the Reporting Persons agreed to jointly file with the Commission the Schedule 13D and any and all amendments thereto. The Joint Filing Agreement was terminated by a Termination Agreement, dated February 27, 2024 (the “Termination Agreement”). The Termination Agreement is filed herewith as Exhibit 99.3 and is incorporated herein by reference. As a result of the matters described in this Amendment, certain Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares of the Issuer and is no longer required to file statements on Schedule 13D with respect to his, her or its beneficial ownership of the Shares of the Issuer. The other Reporting Persons will continue filing statements on Schedule 13D or Schedule 13G with respect to their respective beneficial ownership of securities of the Issuer to the extent required by applicable law.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following at the end thereof:

On February 27, 2024, the Consortium provided a notice to the Issuer’s special committee of the board to formally terminate the negotiation of the Proposed Transaction. On the same date, each existing member of the Consortium entered into a termination agreement to terminate the Amended and Restated Consortium Agreement. References to the foregoing termination agreement is qualified in its entirety by reference thereto, which is attached hereto as Exhibit 99.24, and is incorporated herein by reference in its entirety.

Except as disclosed in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (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 with respect to each Reporting Person 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.

Except as otherwise stated herein, each Reporting Person expressly disclaims beneficial ownership of the Class A Ordinary Shares and Class B Ordinary Shares beneficially owned by any other Reporting Persons. The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedules 13D filed by any other Reporting Person(s).

(c) Except as set forth in Item 4, no transactions in any of the Shares or ADSs of the Issuer have been effected by the Reporting Persons during the past sixty days.

(d) Except as set forth in this Item 5(a)-(b), to the knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to ‎direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Ordinary Shares and Class B Ordinary Shares beneficially owned by ‎the Reporting Persons.‎

-29-

(e) Infinity Cosmo Limited and Ms. Xiaomei Michelle Song ceased to be the beneficial owners of Class B Ordinary Shares of the Issuer after Infinity Cosmo Limited transferred its 11,494,252 Class B Ordinary Shares to Mr. Gang Yu on September 25, 2023.

On February 27, 2024, each existing member of the Consortium entered into a termination agreement to terminate the Amended and Restated Consortium Agreement. As a result of the termination of the Amended and Restated Consortium Agreement, the participation of the existing members of the Consortium as members of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended has been terminated and certain Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares of the Issuer and is no longer required to file statements on Schedule 13D with respect to his, her or its beneficial ownership of the Shares of the Issuer.

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

Item 6 is hereby amended and supplemented by adding the following at the end thereof:

The Reporting Persons’ response to Item 4 of this Amendment 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 is hereby amended and supplemented by adding the following exhibits:

Exhibit 99.3

Termination Agreement among the Reporting Persons, dated February 27, 2024

Exhibit 99.24

Termination Agreement by and among (i) Sunny Bay Global Limited, (ii) Junling Liu, (iii) Infinity Cosmo Limited, (iv) Gang Yu, (v) Shanghai 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), dated February 27, 2024

-30-

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: February 27, 2024

	Gang Yu

	/s/ Gang Yu

	Xiaomei Michelle Song

	/s/ Xiaomei Michelle Song

[Signature Page to Schedule 13D/A]

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: February 27, 2024

	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 Page to Schedule 13D/A]

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: February 27, 2024

	Junling Liu

	/s/ Junling Liu

	Sunny Bay Global Limited

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

[Signature Page to Schedule 13D/A]

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: February 27, 2024

	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 Page to Schedule 13D/A]

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: February 27, 2024

	Lianyong Chen

	/s/ Lianyong Chen

[Signature Page to Schedule 13D/A]

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: February 27, 2024


	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 Page to Schedule 13D/A]

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: February 27, 2024

	Zhi Yan

	/s/ Zhi Yan

	Zall Capital Limited

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

[Signature Page to Schedule 13D/A]

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: February 27, 2024

	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 Page to Schedule 13D/A]

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: February 27, 2024

	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 Page to Schedule 13D/A]

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: February 27, 2024

	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 Page to Schedule 13D/A]

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: February 27, 2024

	Allied China Investment Limited

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

	Beijing Xinzhongli Meixin Equity Investment Center (Limited Partnership)
	By its general partner
	Beijing Xinzhongli Equity Investment Management Co., Ltd.

	By:	/s/ Song Yan
	Name: Song Yan
	Title: Managing Director

	Beijing Xinzhongli Equity Investment Management Co., Ltd.

	By:	/s/ Song Yan
	Name: Song Yan
	Title: Managing Director

[Signature Page to Schedule 13D/A]

Exhibit 99.3

Termination Agreement

This Termination Agreement (“Termination Agreement”) is made and entered into dated February 27, 2024, by and among each undersigned. Reference is hereby made to the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission by the Parties (as amended to date, the “Schedule 13D”).

WHEREAS, certain parties hereto entered into that certain Consortium Agreement, dated September 9, 2022, as amended and restated on July 17, 2023 (the “Consortium Agreement”) pursuant to which, among other things, the parties thereto agreed to form a consortium to pursue an acquisition transaction with respect to 111, Inc. (the “Company”), an exempted company incorporated under the laws of the Cayman Islands; and

WHEREAS, the parties hereto now mutually desire to terminate the Joint Filing Agreement and their participation as members of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”).

NOW, THEREFORE, each undersigned hereby agrees as follows:

1. Termination of Joint Filing Agreement. The Joint Filing Agreement, dated July 17, 2023, by and among the partis hereto is hereby terminated and each of the parties hereto expressly acknowledges and confirms that, as of the date hereof, the Joint Filing Agreement has been terminated and ceases to be of further effect.

2. Termination of Group. Each of the parties hereto hereby acknowledges and confirms that their participation as a member of a “group” within the meaning of Section 13(d)(3) of the Act as previously disclosed in the Schedule 13D be and is hereby terminated.

3. Further Amendments to Schedule 13D. From and after the date hereof, no Party shall have any obligation to file any amendment to the Schedule 13D that may be required, in accordance with the rules and regulations promulgated under the Act, with respect to the shares and ADS of the Company, except on such Party’s own behalf or pursuant to such other agreements as such Party may enter.

4. Release and Discharge. Each of the Parties hereby mutually and unconditionally releases and discharges the other Parties, as applicable from all obligations under the Joint Filing Agreement to which each is a party.

5. Counterparts. This Termination Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Termination Agreement as of the date first above written.

Date: February 27, 2024

	Gang Yu

	/s/ Gang Yu

	Xiaomei Michelle Song

	/s/ Xiaomei Michelle Song

	Infinity Cosmo Limited

	By:	/s/ PANG Mun Wai
	Name: Redpa Limited (represented by PANG Mun Wai)
	Title: Director
	Authorized signatory for and on behalf of
	Infinity Cosmo Limited

	Junling Liu

	/s/ Junling Liu

	Sunny Bay Global Limited

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

[Signature Page to Termination Agreement]

	6 Dimensions Capital, L.P.

	By:	/s/ Christina Chung
	By: 6 Dimensions Capital GP, LLC, its General Partner
	Name: Christina Chung
	Title: Chief Financial Officer

	6 Dimensions Affiliates Fund, L.P.

	By:	/s/ Christina Chung
	By: 6 Dimensions Capital GP, LLC, its General Partner
	Name: Christina Chung
	Title: Chief Financial Officer

	6 Dimensions Capital GP, LLC

	By:	/s/ Christina Chung
	Name: Christina Chung
	Title: Chief Financial Officer

	Lianyong Chen

	/s/ Lianyong Chen

	ClearVue YW Holdings, Ltd.

	By:	/s/ William Chen
	Name: William Chen
	Title: Director

[Signature Page to Termination Agreement]

	ClearVue Partners, L.P.

	By:	/s/ Harry Chi Hui
	By: ClearVue Partners GP, L.P.
	By: ClearVue Partners Ltd.
	Name: Harry Chi Hui
	Title: Director

	ClearVue Partners GP, L.P.

	By:	/s/ Harry Chi Hui
	By: ClearVue Partners Ltd.
	Name: Harry Chi Hui
	Title: Director

	ClearVue Partners Ltd.

	By:	/s/ Harry Chi Hui
	Name: Harry Chi Hui
	Title: Director

	Harry Chi Hui

	/s/ Harry Chi Hui

	Zall Capital Limited

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

	Zhi Yan

	/s/ Zhi Yan

[Signature Page to Termination Agreement]

	Tongyi Investment Holdings Limited

	By:	/s/ Jianmin Huo
	Name: Jianmin Huo
	Title: Director

	Monarch Investment Holdings Limited

	By:	/s/ Jianmin Huo
	Name: Jianmin Huo
	Title: Director

	Harvest Management Holdings Limited

	By:	/s/ Jianmin Huo
	Name: Jianmin Huo
	Title: Director

	Zhenxiang Huo

	/s/ Zhenxiang Huo

	First Pharmacia International

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

[Signature Page to Termination Agreement]

	BVCF Realization Fund, L.P.

	By:	/s/ Zhi Yang
	By: BVCF Realization Fund GP, Ltd. as its general partner
	Name: Zhi Yang
	Title: Director

	BVCF Realization Fund GP, Ltd.

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

	Zhi Yang

	/s/ Zhi Yang

	J.P. Morgan Trust Company of Delaware
	as trustee of
	Hodge Mountain 2020 Irrevocable Trust

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

	Allied China Investment Limited

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

	Beijing Xinzhongli Meixin Equity Investment Center (Limited Partnership)
	By its general partner
	Beijing Xinzhongli Equity Investment Management Co., Ltd.

	By:	/s/ Song Yan
	Name: Song Yan
	Title: Managing Director

[Signature Page to Termination Agreement]

	Beijing Xinzhongli Equity Investment Management Co., Ltd.

	By:	/s/ Song Yan
	Name: Song Yan
	Title: Managing Director

[Signature Page to Termination Agreement]

Exhibit 99.24

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT, dated as of February 27, 2024 (this “Agreement”), is made by and among:

Dr. Gang Yu, a U.S. citizen and the co-founder and co-chairman of the Company (as defined below),

Mr. Junling Liu, an Australian citizen and the co-founder, co-chairman and chief executive officer of the Company,

Infinity Cosmo Limited, a company incorporated under the laws of the British Virgin Islands,

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, and

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

Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Consortium Agreement (as defined below).

WHEREAS, the Parties entered into that certain Consortium Agreement, dated September 9, 2022, as amended and restated on July 17, 2023 (the “Consortium Agreement”), pursuant to which, among other things, the Parties agreed to form a consortium to pursue an acquisition transaction with respect to 111, Inc. (the “Company”), an exempted company incorporated under the laws of the Cayman Islands; and

WHEREAS, the Parties desire to terminate the Consortium Agreement pursuant to Section 5.5 of the Consortium Agreement.

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:

Termination of the Consortium Agreement.

The Consortium Agreement is hereby unconditionally and irrevocably terminated pursuant to Section 5.5 of the Consortium Agreement with respect to all Parties and is of no further force or effect, except for any provision of the Consortium Agreement that by its terms would otherwise survive the termination or expiration of the Consortium Agreement. The Parties hereby acknowledge and confirm that no breach of the Consortium Agreement by any Party occurred prior to the date of this Agreement.

Representations and Warranties of the Parties.

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.

Miscellaneous

3.1           Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

3.2            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.

3.3            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.

3.4            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.

3.5            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.

3.6            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.

3.7            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 3.7. 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.

3.8            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

[Signature Page to Termination Agreement]

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

	Mr. Junling Liu

	By:	/s/ Junling Liu

	Notice details:
	Address: 4th Floor, No. 295
	Zuchongzhi Road, Shanghai, PRC
	Attention: Mr. Junling Liu
	E-mail: junling@111.com.cn

[Signature Page to Termination Agreement]

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

	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

	Notice details:
	Address: Suite 5508, 55/F, Central Plaza,
	18 Harbour Road, Wanchai, Hong Kong
	Attention: Ms Liza Pang
	Email: liza.pang@zedra.com

[Signature Page to Termination Agreement]

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

	Sunny Bay Global Limited

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

	Notice details:
	Address: 4th Floor, No. 295 Zuchongzhi Road, Shanghai, PRC
	Attention: Mr. Junling Liu
	E-mail: junling@111.com.cn

[Signature Page to Termination Agreement]

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

	Shanghai Guosheng Capital Management Co., Ltd.

	By:	/s/ Daohong Zhou
	(Company Seal)

	Name: Daohong Zhou
	Title: General Manager

	Notice details:
	Address: Building 8, No. 1320
	Yuyuan Road, Changning District, Shanghai, PRC
	Attention: Mr. Weigang Li
	E-mail: liwg@shgscapital.com

[Signature Page to Termination Agreement]

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

	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

	Notice details:
	Address: Unit 6706, The Center, 99 Queen’s Road Central, Hong Kong SAR
	Attention: Christina Chung
	E-mail: christina.chung@6dimensionscapital.com

[Signature Page to Termination Agreement]

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

	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

	Notice details:
	Address: Unit 6706, The Center, 99 Queen’s Road Central, Hong Kong SAR
	Attention: Christina Chung
	E-mail: christina.chung@6dimensionscapital.com

[Signature Page to Termination Agreement]

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

	ClearVue YW Holdings, Ltd.

	By:	/s/ William Chen
	Name: William Chen
	Title: Director

	Notice details:
	Address: Unit 2, 9 Floor, Wheelock Square,
	No.1717, West Nanjing Road,
	Jingan District, Shanghai 200040, China
	Attention: Rachel Hu
	E-mail: Rachel.Hu@cvpcap.com

[Signature Page to Termination Agreement]

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

	ClearVue Partners, L.P.

	By:	/s/ Harry Chi Hui
	Name: Harry Chi Hui
	Title: Founding Partner

	Notice details:
	Address: Unit 2, 9 Floor, Wheelock Square,
	No.1717, West Nanjing Road,
	Jingan District, Shanghai 200040, China
	Attention: Rachel Hu
	E-mail: Rachel.Hu@cvpcap.com

[Signature Page to Termination Agreement]

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

	Zall Capital Limited

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

	Notice details:
	Address: Room 2101, 21/F,
	Two Exchange Square, Central, Hong Kong
	Attention: Gavin Zhu
	Facsimile: (852) 31535805
	E-mail: gavin.zhu@zallcn.com

[Signature Page to Termination Agreement]

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

	Tongyi Investment Holdings Limited

	By:	/s/ Jianmin Huo
	Name: Jianmin Huo
	Title: Director

	Notice details:
	Address: Office Building, No.9 Tianhe North Road, Daxing District,
	Beijing, China 102600
	Attention: Bo Yang
	E-mail: yangbo@huosgroup.com

[Signature Page to Termination Agreement]

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

	First Pharmacia International

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

	Notice details:
	Address: Suite 2606, Tower 1, Richport Center, 763 Mengzi Road,
	Shanghai, China
	Attention: Zhi Yang / Maggie Chen
	Facsimile: 6315 4545
	E-mail: zhi@bvcf.com / maggie@bvcf.com

[Signature Page to Termination Agreement]

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

	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

	Notice details:
	Address: 500 Stanton Christiana Road, Newark, DE 19713
	Attention: Tamika Gayle
	Facsimile: +1 302 634 5344
	E-mail: tamika.r.gayle@jpmorgan.com

[Signature Page to Termination Agreement]

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

	Morning Star Resources Limited

	By:	/s/ Andrew Y. Yan
	Name: Andrew Y. Yan
	Title: Director

	Notice details:
	Address: Villa C17, Shanghai Hong Qiao State Guest Hotel
	1591 Hong Qiao Road, Shanghai, 200336, P.R.China
	Attention: Victor Chao
	Facsimile: 86-10-6563 0252
	E-mail: vchao@sbaif.com

[Signature Page to Termination Agreement]

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

	Allied China Investment Limited

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

	Notice details:
	Address: Unit 2308, 23/F, Tower A Pingan IFC, 01-03 Xinyuannanlu, Chaoyang District, Beijing 100027, China
	Attention: Song Yan
	E-mail: yansong@chinaequity.net

[Signature Page to Termination Agreement]

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

	Shanghai Youwei Genilink Capital Management Limited

	By:	/s/ Haotian Jiang
	Name: 姜皓天 (Haotian Jiang)
	Title: Founding Partner

	Notice details:
	Address: Suite 3205,1045 Huaihai M Road, Xuhui District, Shanghai
	Attention: Fay Zeng
	Facsimile: 021-54366010
	E-mail: fay.zeng@genilinkcap.com

[Signature Page to Termination Agreement]

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

	Vendavel Investment SPC acting on behalf of Global Opportunity Fund SP

	By:	/s/ Zifeng Xue
	Name: Zifeng Xue
	Title: Director

	Notice details:
	Address: Room 1701A, 17/F, Tower 1,
	China Hong Kong City, 33 Canton Road,
	Tsim Sha Tsui, Kowloon, Hong Kong
	Attention: Robert Xue
	Facsimile: +852 2880 5097
	E-mail: ir@vendavel.net

[Signature Page to Termination Agreement]

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

	Hangzhou Huazhi Capital Investment Management Co., Ltd.

	By:	/s/ Hezhi Chen
	Name: 陈和智 Hezhi Chen
	Title: President

	Notice details:
	Address: F11, No. 55 Jinhu Road, Pudong New Area, Shanghai
	Attention: Jessie Zheng
	Facsimile: 021-60818549
	E-mail: zhengwenjie@huazcapital.com

[Signature Page to Termination Agreement]

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

	Suzhou Kunjie Venture Capital Partnership (Limited Partnership) (苏州坤捷创业投资合伙企业（有限合伙）)

	By:	/s/ Jie Wang
	Name: Jie Wang
	Title: Managing Partner

	Notice details:
	Address: 19th Floor, No. 567,
	Langao Rd, Putuo District, Shanghai
	Attention: Fengxia Chen
	Facsimile: 86-13817513232
	E-mail: kunjie_sz_vcp@163.com

[Signature Page to Termination Agreement]

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

	SAIF Partners (Nanjing) Equity Investment Fund (LP)

	By:	/s/ Yanchao ZHAO
	Name: Yanchao ZHAO
	Title: Authorized Signatory

	Notice details:
	Address: Villa C17, Shanghai Hong Qiao State Guest Hotel
	1591 Hong Qiao Road, Shanghai, 200336, P.R.China
	Attention: Victor Chao
	Facsimile: 86-10-6563 0252
	E-mail: vchao@sbaif.com

[Signature Page to Termination Agreement]

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

	SAIF Partners (Nanjing) Hengzhun Venture Capital Fund (LP)

	By:	/s/ Andrew Y. Yan
	Name: Andrew Y. Yan
	Title: Authorized Signatory

	Notice details:
	Address: Villa C17, Shanghai Hong Qiao State Guest Hotel
	1591 Hong Qiao Road, Shanghai, 200336, P.R.China
	Attention: Victor Chao
	Facsimile: 86-10-6563 0252
	E-mail: vchao@sbaif.com

[Signature Page to Termination Agreement]

Exhibit A

Investors

6 Dimensions Capital, L.P., an exempted limited partnership organized and existing under the laws of Cayman Islands

6 Dimensions Affiliates Fund, L.P., an exempted limited partnership organized and existing under the laws of Cayman Islands

ClearVue YW Holdings, Ltd., an exempted company organized and existing under the laws of Cayman Islands

ClearVue Partners, L.P., an exempted limited partnership organized and existing under the laws of Cayman Islands

Zall Capital Limited, a limited liability company organized and existing under the laws of British Virgin Islands

Tongyi Investment Holdings Limited, a limited liability company organized and existing under the laws of Cayman

First Pharmacia International, a limited liability company organized and existing under the laws of Cayman Islands

J.P. Morgan Trust Company of Delaware, a corporation incorporated under the laws of Delaware as the trustee for and on behalf of Hodge Mountain 2020 Irrevocable Trust

Morning Star Resources Limited, a limited liability company organized and existing under the laws of British Virgin Islands

10.

Allied China Investment Limited, a limited liability company organized and existing under the laws of Hong Kong SAR

11.

Shanghai Youwei Genilink Capital Management Limited, a limited liability company organized and existing under the laws of People’s Republic of China

12.

Vendavel Investment SPC acting on behalf of Global Opportunity Fund SP, a segregated portfolio formed by Vendavel Investment SPC, a segregated portfolio company existing under the laws of the Cayman Islands

13.

Hangzhou Huazhi Capital lnvestment Management Co., Ltd. a limited liability company organized and existing under the laws of People’s Republic of China

14.

Suzhou Kunjie Venture Capital Partnership (Limited Partnership), a limited partnership organized and existing under the laws of People’s Republic of China

15.

SAIF Partners (Nanjing) Equity Investment Fund (LP), a limited partnership organized and existing under the laws of People’s Republic of China

16.

SAIF Partners (Nanjing) Hengzhun Venture Capital Fund (LP), a limited partnership organized and existing under the laws of People’s Republic of China

Exhibit A

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