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January 18, 2023
Junling Liu
Chief Executive Officer
111, Inc.
3-5/F, No. 295 ZuChongZhiRoad
Pudong New Area
Shanghai, 201203
The People’s Republic of China
Re:111, Inc.
Annual Report on Form 20-F
Response Dated September 27, 2022
File No. 001-38639
Dear Junling Liu:
            We have reviewed your September 27, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 8, 2022 letter.
Annual Report on Form 20-F for Fiscal Year Ended December 31, 2021
Introduction, page 1
1.We note your response to comment 1. Please further revise your disclosure to discuss any
Hong Kong laws and regulations that apply to you as well as the related risks and
consequences. We also note your disclosure on page 46 that a majority of your directors
and executive officers reside within China. Identify the officers and directors located in
the PRC or Hong Kong and revise to include a separate “Enforceability” section
disclosing the difficulty of bringing actions and enforcing judgments against these
individuals.

 FirstName LastNameJunling  Liu
 Comapany Name111, Inc.
 January 18, 2023 Page 2
 FirstName LastName
Junling  Liu
111, Inc.
January 18, 2023
Page 2
2.We note in response to comment 1 you propose to modify the definition of "China" or
"PRC" to state that it excludes Hong Kong, Macau and Taiwan, but "only in the context of
describing PRC laws, regulations and other legal or tax matters in this annual report."  As
currently drafted, the scope of the carve-out is unclear.  To the extent that you wish to
continue to exclude Hong Kong from this definition, please clarify that it is excluded only
when the annual report refers to specific laws and regulations adopted by the PRC.
Item 3, Key Information, page 3
3.We note your response to comment 2 and your statement that the risks relating to the VIE
structure, including the risk that the Chinese regulatory authorities could disallow such
structure, no longer apply to the Company. However, we believe that such risk continues
to exist as Chinese regulatory authorities could disallow your current structure by
changing the rules relating to foreign investment in China-based issuers. Please revise
to specifically say that Chinese regulatory authorities could disallow your current
structure. Additionally, provide a cross-reference to your detailed discussion of the risks
facing the company if China were to change the rules and regulations regarding foreign
ownership in the industry in which the company operates.
4.We note your response to comment 6. Please further revise the disclosure to discuss
whether there are limitations on your ability to transfer cash between you, your PRC or
Hong Kong subsidiaries, the consolidated VIEs, or investors. In this regard, we note that
your discussion of the limitations on cash transfers appears to discuss solely those in the
PRC. Revise to also discuss limitations applicable to Hong Kong, given your Hong Kong
subsidiary.  Please make consistent revisions throughout the document.
5.We note your response to comment 8. Please revise to identify the various investors of the
14% interest in 1 Pharmacy Technology.
6.We note your proposed revisions in response to comment 9.  Please further revise to
include the title of each individual risk factor in the cross-reference, as opposed to listing
only the page number.
7.We note your proposed disclosure in response to comment 11. Please further revise to
name the PRC legal counsel you relied upon to determine that you are not required to
obtain any prior approval or permission from the CSRC or CAC for your historical
offshore offerings to foreign investors.
D. Risk Factors, page 7
8.In your future filings, revise your risk factors to add disclosure associated with the
termination of the VIE structure in February 2022.

 FirstName LastNameJunling  Liu
 Comapany Name111, Inc.
 January 18, 2023 Page 3
 FirstName LastName
Junling  Liu
111, Inc.
January 18, 2023
Page 3
The approval, filing or other requirements of the China Securities Regulatory Commission...,
page 29
9.We note your response to comment 14 and that you are uncertain and cannot predict the
impact of the oversight by the Cyberspace Administration of China over data security on
your business and any future offering. Please revise to explain to what extent you believe
that you are compliant with the regulations or policies that have been issued by the CAC
to date.
            You may contact Jennie Beysolow at 202-551-8108 or Erin Jaskot at 202-551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kevin Zhang, Esq.