SecProbe.io

CORRESP
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    January 31, 2023

    Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    111, Inc.

Annual Report on Form 20-F

    Response Dated September 27, 2022

File No. 001-38639

    Attn:
    Division of Corporation Finance

Office of Trade & Services

VIA EDGAR

Dear Jennie Beysolow and Erin Jaskot:

This letter sets forth the responses of 111, Inc. (the “Company”)
to the comments (the “Comments”) the Company received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in a letter dated January 18, 2023.

For the Staff’s convenience, we have included herein the Comments
in bold, and the Company’s responses are set forth immediately below the Comments.

General Note to the Staff:

The Company respectfully submits in this letter its proposed amendments
to the disclosures contained in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with
the Commission on April 29, 2022 (the “2021 Annual Report”) (with new language indicated by underlines and deleted language
indicated by strike-through marks). The Company undertakes to include the proposed disclosures substantially as set forth below in its
annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), subject to the Staff’s
further review and comment with appropriate revisions and updates to reflect the Company’s circumstances at the time when it files
the 2022 Annual Report.

    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.

Response

The Company respectfully advises the Staff that it does not have material
operations in Hong Kong. The Company did not have any revenue generated in Hong Kong for the years ended December 31, 2019, 2020 and 2021
and currently does not have any employees or material assets or licenses in Hong Kong. Furthermore, the Company currently does not consider
Hong Kong to be a main target market or expect to have material operations in Hong Kong in the foreseeable future. As a result, the Company
respectfully submits that it does not believe the application of any Hong Kong laws and regulations
would have a material impact on the Company and its ability to conduct its business, accept foreign investment or list on a U.S. or foreign
exchange, nor are there any material risks and consequences arising from the application
of any Hong Kong laws and regulations that would require disclosure in its annual report.

In response to the Staff’s Comments, the Company intends to include
a separate “Enforceability of Civil Labilities” section as follows beginning on page 7 disclosing the difficulty of bringing
actions and enforcing judgments against the Company or its officers and directors located in the PRC or Hong Kong.

Enforceability of Civil Labilities

We are incorporated under the laws of the Cayman Islands as
an exempted company with limited liability. We are incorporated in the Cayman Islands because of certain benefits associated with being
a Cayman Islands exempted company, such as political and economic stability, an effective judicial system, a favorable tax system, the
absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman
Islands has a less developed body of securities laws than the United States. In addition, Cayman Islands companies may not have standing
to sue before the federal courts of the United States.

We conduct substantially all of our operations in the PRC
and substantially all of our assets are located in the PRC. In addition, all of our directors and executive officers named in “Item
6. Directors, Senior Management and Employees - A. Directors and Executive Officers” currently reside within the PRC As a result,
it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce judgments
obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities
laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained
in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our directors and
executive officers.

We have been advised by our counsel as to Cayman Islands law
that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts
obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws
of the United States or the securities laws of any state in the United States, or (ii) entertain original actions brought
in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States
or the securities laws of any state in the United States. Our counsel as to Cayman Islands law has informed us that although there
is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the
Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in
such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the
merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided
such judgment (a) is given by a competent foreign court with jurisdiction to give the judgment, (b) imposes on the judgment
debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of
taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural
justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from
the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts
of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination
has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would
be enforceable in the Cayman Islands.

    2

We have been advised by our counsel as to PRC law that (i) it
would be highly unlikely that the courts of the PRC would recognize or enforce judgments of U.S. courts obtained against us or our
directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the
securities laws of any state in the United States, and (ii) there is uncertainty as to whether the courts of the PRC would entertain original
actions brought in the PRC against us or our directors or officers that are predicated upon the federal securities laws of the United
States or the securities laws of any state in the United States. Our counsel as to PRC law has advised us that the recognition and enforcement
of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments under
certain circumstances in accordance with the requirements of the PRC Civil Procedure Law. Our counsel as to PRC law has advised us further
that under PRC law, a foreign judgment that does not otherwise violate basic legal principles, state sovereignty, safety or social public
interest may be recognized and enforced by a PRC court, based either on bilateral treaties or international conventions contracted by
China and the country where the judgment is made or on reciprocity between jurisdictions. As there currently exists no bilateral treaty,
international convention or other form of reciprocity between China and the United States governing the recognition of judgments, including
those predicated upon the liability provisions of the U.S. federal securities laws, it would be highly unlikely that a PRC court would
enforce judgments rendered by U.S. courts.

Judgment of United States courts will not be directly enforced
in Hong Kong as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between
Hong Kong and the United States. However, subject to certain conditions, including but not limited to when the judgment is for a fixed
sum in a civil matter and not in respect of taxes, fines, penalties or similar charges, the judgment is final and conclusive upon the
merits of the claim and has not been stayed or satisfied in full, the proceedings in which the judgment was obtained were not contrary
to natural justice, were not procured by fraud and the enforcement of the judgment is not contrary to public policy of Hong Kong, Hong
Kong courts may accept such judgment obtained from a United States court as a debt due under the rules of common law enforcement. However,
a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.

The Company also intends to amend the disclosures
on page 46 of the 2021 Annual Report as follows and make conforming disclosures in the 2022 Annual Report:

Holders of ADS may experience difficulties in effecting service
of legal process, enforcing foreign, including U.S., judgments or bringing actions in the PRC China and Hong
Kong against us or our directors and management named in this annual report based on foreign laws, including U.S. securities law.

We are an exempted company limited by shares incorporated under
the laws of the Cayman Islands. We conduct substantially all of our operations in the PRC China and substantially
all of our assets are located in the PRC China. In addition, all a majority of our directors
and executive officers named in “Item 6. Directors, Senior Management and Employees - A. Directors and Executive Officers”
currently reside within the PRC China As a result, it may be difficult or impossible for you to effect service
of process within the United States upon these individuals, or to bring an action against us or against these individuals in the United
States in the event that you believe your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you
are successful in bringing an action of this kind, the laws of the Cayman Islands and of the PRC may render you unable to enforce a judgment
against our assets or the assets of our directors and officers. However, the deposit agreement gives you the right to submit claims against
us to binding arbitration, and arbitration awards may be enforceable against us and our assets in the PRC China
even when court judgments are not.

    3

Shareholder claims that are common in the United States, including
securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in the PRC
China. In particular, in the PRC China, there are significant legal, regulatory and other obstacles
to obtaining information needed for shareholder investigations or litigation outside the PRC China or otherwise involving
foreign persons or entities as plaintiffs. Although the local authorities in the PRC China may establish a regulatory
cooperation mechanism with the securities regulatory authorities of foreign jurisdictions to implement cross-border supervision and litigation,
such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of
mutual and practical implementation mechanism. Under the PRC Securities Law, no PRC entity or individual may provide the documents and
materials relating to securities trading and market activities to overseas parties without prior consent of the competent securities regulatory
authority in the PRC China.

Judgment of United States courts will not be directly enforced
in Hong Kong as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between
Hong Kong and the United States. However, subject to certain conditions, including but not limited to when the judgment is for a fixed
sum in a civil matter and not in respect of taxes, fines, penalties or similar charges, the judgment is final and conclusive upon the
merits of the claim and has not been stayed or satisfied in full, the proceedings in which the judgment was obtained were not contrary
to natural justice, were not procured by fraud and the enforcement of the judgment is not contrary to public policy of Hong Kong, Hong
Kong courts may accept such judgment obtained from a United States court as a debt due under the rules of common law enforcement. However,
a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.

See “Item 3. Key Information —
Enforceability of Civil Labilities” for a more detailed discussion of the difficulty of bringing actions and enforcing judgments
against us or our officers and directors.

    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.

    Response

    In response to the Staff’s Comments, the
    Company respectfully advises the Staff that it intends to revise the definition of “China” or “PRC” on page i
    of the 2021 Annual Report as follows. The Company will include comparable disclosure in the 2022 Annual Report.

    “China”
    or “PRC” refers to the People’s Republic of China; excluding, for the purposes of this annual report only,
    and only when this annual report refers to specific laws and regulations adopted by the PRC, excludes Hong Kong, Macau and Taiwan;

    Item 3, Key Information, page 3

    4

    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.

    Response

    In response to the Staff’s Comments, the
    Company respectfully advises the Staff that