SEC Comment Letter for 111, Inc. (YI) (CIK 0001738906) (YI) — Sep 5, 2018
111, Inc. (YI) (CIK 0001738906)
Date: Sept. 5, 2018 · CIK: 0001738906 · Accession: 0000000000-18-027500
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 September 5, 2018 Via E -mail Weihao Xu Chief Financial Officer 111, Inc. 3-4/F, No. 295 ZuChongZhi Road, Pudong New Area Shanghai, 201203 The People ’s Republic of China
Re: 111, Inc. Amendment No. 1 to Registration Statement on Form F -1 Filed August 29, 2018 File No. 333 -226849
Dear Mr. Xu :
We have reviewed your amended registration statement and have the following comment. In our comment , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies to your facts and circumstan ces or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments.
General
1. We note your disclosure that certain existing share holders have indi cated an interest to purchase up to 1,333,333 ADSs in the offering. We also note your disclosure that such share holders may purchase more than the amount for which they indicated an int erest in buying . So that investors will be able to understand the minimum amount of your shares that will enter the public market through sales to the public, as opposed to the existing share holders, please disclose whether there is a ceiling on the amoun t that may be purchased by existing share holders and quantify any ceiling. If not, please disclose the potential material impact on the public investors.
Weihao Xu 111, Inc. September 5 , 2018 Page 2
You may contact Jonathan Burr at (202) 551 -5833 or Brigitte Lippmann at (202) 551 - 3713 with any questions.
Sincerely,
/s/ Brigitte Lippmann (for)
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Mail Stop 3561 September 5, 2018 Via E -mail Weihao Xu Chief Financial Officer 111, Inc. 3-4/F, No. 295 ZuChongZhi Road, Pudong New Area Shanghai, 201203 The People ’s Republic of China Re: 111, Inc. Amendment No. 1 to Registration Statement on Form F -1 Filed August 29, 2018 File No. 333 -226849 Dear Mr. Xu : We have reviewed your amended registration statement and have the following comment. In our comment , we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies to your facts and circumstan ces or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. General 1. We note your disclosure that certain existing share holders have indi cated an interest to purchase up to 1,333,333 ADSs in the offering. We also note your disclosure that such share holders may purchase more than the amount for which they indicated an int erest in buying . So that investors will be able to understand the minimum amount of your shares that will enter the public market through sales to the public, as opposed to the existing share holders, please disclose whether there is a ceiling on the amoun t that may be purchased by existing share holders and quantify any ceiling. If not, please disclose the potential material impact on the public investors. Weihao Xu 111, Inc. September 5 , 2018 Page 2 You may contact Jonathan Burr at (202) 551 -5833 or Brigitte Lippmann at (202) 551 - 3713 with any questions. Sincerely, /s/ Brigitte Lippmann (for) John Reynolds Assistant Director Office of Beverages, Apparel, and Mining cc: Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP