Termination Agreement

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 ▇▇▇▇▇▇ 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.

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

Date: February 27, 2024

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

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	Sunny Bay Global Limited
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇▇▇
	Title: Director

[Signature Page to Termination Agreement]

	6 Dimensions Capital, L.P.
	By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	By: 6 Dimensions Capital GP, LLC, its General Partner
	Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	Title: Chief Financial Officer
	6 Dimensions Affiliates Fund, L.P.
	By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	By: 6 Dimensions Capital GP, LLC, its General Partner
	Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	Title: Chief Financial Officer
	6 Dimensions Capital GP, LLC
	By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	Title: Chief Financial Officer

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	ClearVue YW Holdings, Ltd.
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇▇▇▇
	Title: Director

[Signature Page to Termination Agreement]

	ClearVue Partners, L.P.
	By:	/s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇
	By: ClearVue Partners GP, L.P.
	By: ClearVue Partners Ltd.
	Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇
	Title: Director
	ClearVue Partners GP, L.P.
	By:	/s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇
	By: ClearVue Partners Ltd.
	Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇
	Title: Director
	ClearVue Partners Ltd.
	By:	/s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇
	Title: Director
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	▇▇▇▇ Capital Limited
	By:	/s/ ▇▇▇ ▇▇▇
	Name: ▇▇▇ ▇▇▇
	Title: Director

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[Signature Page to Termination Agreement]

	Tongyi Investment Holdings Limited
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇▇▇
	Title: Director
	Monarch Investment Holdings Limited
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇▇▇
	Title: Director
	Harvest Management Holdings Limited
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇▇▇
	Title: Director
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	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇

	First Pharmacia International
	By:	/s/ ▇▇▇ ▇▇▇▇
	Name: ▇▇▇ ▇▇▇▇
	Title: Director

[Signature Page to Termination Agreement]

	BVCF Realization Fund, L.P.
	By:	/s/ ▇▇▇ ▇▇▇▇
	By: BVCF Realization Fund GP, Ltd. as its general partner
	Name: ▇▇▇ ▇▇▇▇
	Title: Director
	BVCF Realization Fund GP, Ltd.
	By:	/s/ ▇▇▇ ▇▇▇▇
	Name: ▇▇▇ ▇▇▇▇
	Title: Director
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	▇.▇. ▇▇▇▇▇▇ Trust Company of Delaware
	as trustee of
	▇▇▇▇▇ Mountain 2020 Irrevocable Trust
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title: Vice President

	Allied China Investment Limited
	By:	/s/ ▇▇▇▇ ▇▇▇
	Name: ▇▇▇▇ ▇▇▇
	Title: Director
	Beijing Xinzhongli Meixin Equity Investment Center (Limited Partnership)
	By its general partner
	Beijing Xinzhongli Equity Investment Management Co., Ltd.
	By:	/s/ ▇▇▇▇ ▇▇▇
	Name: ▇▇▇▇ ▇▇▇
	Title: Managing Director

[Signature Page to Termination Agreement]

	Beijing Xinzhongli Equity Investment Management Co., Ltd.
	By:	/s/ ▇▇▇▇ ▇▇▇
	Name: ▇▇▇▇ ▇▇▇
	Title: Managing Director

[Signature Page to Termination Agreement]