SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

Junling Liu
Chief Executive Officer and Co-Chairman of the Board
111, Inc.
3-4/F, No. 295 ZuChongZhi Road
Pudong New Area
Shanghai, 201203
The People s Republic of China

 Re: 111, Inc.
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-38639
Dear Junling Liu:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 29, 2025

 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
 Filed April 29, 2025
 File No. 001-38639

 Attn:
 Division of Corporation Finance
Office of Trade & Services

 VIA EDGAR

 Dear Blaise Rhodes and Rufus Decker:

 This letter sets forth the responses of 111, Inc. (the " Company ")
to the comments (the " Comments ") the Company received from the staff of the Division of Corporation Finance (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") in a letter dated July 24, 2025.

 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.

 Form 20-F for Fiscal Year Ended December 31, 2024

 Consolidated Financial Statements

 Reports of Independent Registered Public Accounting Firm, page F-4

 1. Please amend your Form 20-F to include an audit report that covers the effects of the retrospective adjustments related to
basis of presentation and segment reporting discussed in Note 2(a) and 2(ad) to the financial statements. Refer to PCAOB Staff Questions
and Answers on Adjustments to Prior-Period Financial Statements Audited by a Predecessor Auditor, PCAOB AS 3105.54 through .58 and PCAOB
AS 3110.06 through .07, as applicable.

 Responses:

 The Company acknowledges the Staff's comment and respectfully
advises that as explained in the previous response letter, there were no retrospective adjustments to the consolidated financial statements
related to the basis of presentation and segment reporting and therefore there was no need for the predecessor auditor to have included
the carve out from their opinion. As a result, the Company is filing contemporaneously with the Commission Amendment No. 1 with the
inclusion of an updated opinion from the predecessor auditor which does not include reference to the exclusion of the retrospective changes
to its Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (the " Original Form 20-F "),
which was filed with the Commission on April 29, 2025 in response to the Staff's comment.

 Except as expressly described above, Amendment No. 1
does not amend, supplement, or update the information contained in the Original Form 20-F, nor does it reflect any events occurring
after the filing of the Original Form 20-F.

 If you have further questions or comments regarding, or require further
information or clarification of, any of the responses provided in this letter or if the Commission has any questions with respect to 111, Inc.'s
Annual Report on Form 20-F, please contact the undersigned or Kevin Zhang (Tel: +852-2533-3384) of Davis Polk & Wardwell
LLP.

 Sincerely yours,

 111, Inc.

 By:
 /s/ Junling
 Liu

 Name:
 Junling Liu

 Title:
 Chief Executive Officer

 cc:
 Kevin Zhang

 Davis Polk & Wardwell LLP

 Selina Lin (+86 156-0162-0156)
 Grant Thornton Zhitong Certified Public Accountants LLP

 Kevin Lin (+86 186-2185-0167)
 Deloitte Touche Tohmatsu Certified Public Accountants LLP

 2

CORRESP
 1
 filename1.htm

 August 22, 2025

 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

 Filed April 29, 2025
 File No. 001-38639

 Attn:
 Division of Corporation Finance
Office of Trade & Services

 VIA EDGAR

 Dear Blaise Rhodes and Rufus Decker:

 111, Inc. (the " Company ") acknowledges
receipt of a comment letter from the staff (the " Staff ") of the Securities and Exchange Commission dated August 11,
2025 (the " Comment Letter ") with respect to the Company's Form 20-F for the fiscal year ended December 31,
2024 and response dated August 6, 2025.

 The Company has carefully reviewed and considered
the Staff's comments and is in the process of preparing responses to these comments. The Company respectfully advises the Staff
that since it needs additional time to prepare thorough and sufficient responses to the Comment Letter, the Company respectfully requests
an extension of the deadline for its responses. The Company expects to provide its responses to the Comment Letter by August 29, 2025.

 If you have further questions or comments regarding,
or require further information or clarification of, any of the responses provided in this letter or if the Commission has any questions
with respect to 111, Inc.'s Annual Report on Form 20-F, please contact the undersigned or Kevin Zhang (Tel: +852-2533-3384) of Davis
Polk & Wardwell LLP.

 Sincerely yours,

 111, Inc.

 By:

 /s/ Junling
Liu

 Name: Junling Liu

 Title: Chief Executive Officer

 cc:
 Kevin Zhang

 Davis Polk & Wardwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 11, 2025

Junling Liu
Chief Executive Officer and Co-Chairman of the Board
111, Inc.
3-4/F, No. 295 ZuChongZhi Road
Pudong New Area
Shanghai, 201203
The People s Republic of China

 Re: 111, Inc.
 Form 20-F for Fiscal Year Ended December 31, 2024
 Response dated August 6, 2025
 File No. 001-38639
Dear Junling Liu:

 We have reviewed your August 6, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our July 24,
2025 letter.

Form 20-F for Fiscal Year Ended December 31, 2024
Reports of Independent Registered Public Accounting Firm, page F-4

1. We read your response to prior comment 1. Please amend your Form 20-F to
include
 an audit report, either from your successor auditor or your predecessor
auditor, that
 covers the effects of the retrospective adjustments related to basis of
presentation and
 segment reporting discussed in Note 2(a) and 2(ad) to the financial
statements. Refer
 to PCAOB Staff Questions and Answers on Adjustments to Prior-Period
Financial
 Statements Audited by a Predecessor Auditor, PCAOB AS 3105.54 through
.58 and
 PCAOB AS 3110.06 through .07, as applicable.
 August 11, 2025
Page 2

 Please contact Blaise Rhodes at 202-551-3774 or Rufus Decker at
202-551-3769 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 6, 2025

 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
 Filed April 29, 2025
File No. 001-38639

 Attn:
 Division of Corporation Finance
Office of Trade & Services

 VIA EDGAR

 Dear Blaise Rhodes and Rufus Decker:

 This letter sets forth the responses of 111, Inc. (the " Company ")
to the comments (the " Comments ") the Company received from the staff of the Division of Corporation Finance (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") in a letter dated July 24, 2025.

 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, 2024 filed with
the Commission on April 29, 2025 (the " 2024 Annual Report ") (with deletions shown as strike-through and additions underlined).
All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2024 Form 20-F.

 Form 20-F for Fiscal Year Ended December 31, 2024

 Consolidated Financial Statements

 Reports of Independent Registered Public Accounting Firm, page F-4

 1. Please amend your Form 20-F to include an audit report that covers the effects of the retrospective adjustments related to basis
of presentation and segment reporting discussed in Note 2(a) and 2(ad) to the financial statements. Refer to PCAOB Staff Questions and
Answers on Adjustments to Prior-Period Financial Statements Audited by a Predecessor Auditor, PCAOB AS 3105.54 through .58 and PCAOB AS
3110.06 through .07, as applicable.

 Responses: In response to the Staff's comments, the
Company has considered the guidance included in PCAOB Staff Questions and Answers on Adjustments to Prior-Period Financial Statements
Audited by a Predecessor Auditor, PCAOB AS 3105.54 through .58 and PCAOB AS 3110.06 and confirms that there were no changes made by the
company related to the Company's basis of presentation and segment reporting footnote made related to the consolidated financial
statements for each of the two years in the period ended December 31, 2023 that were included in the Company's Form 20-F for the
year ended December 31, 2024. Specifically, Note 2(a) pertains to the description of the Company's financial condition as of the end of
fiscal year 2024 and the following

 12 months in compliance with the disclosure requirements
of ASC 205-40-50 and no retrospective adjustments were made to the comparable disclosure in the prior year. Additionally, during the year
ended December 31, 2024, the Company has evaluated the impact of the adoption of ASC 2023-07 Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures. Given the company determined that its only significant segment expense was Segment Cost
of Goods sold, which had been disclosed in prior years, and that there were no other segment items, the Company and concluded that the
new standard did not have a material impact on the consolidated financial statements for each of the two years in the period ended December
31, 2023. Accordingly, no retrospective adjustments were made to the comparable disclosures in the prior year in Note 2(ad).

 If you have further questions or comments regarding, or require further
information or clarification of, any of the responses provided in this letter or if the Commission has any questions with respect to 111,
Inc.'s Annual Report on Form 20-F, please contact the undersigned or Kevin Zhang (Tel: +852-2533-3384) of Davis Polk & Wardwell
LLP.

 Sincerely yours,

 111, Inc.

 By:

 /s/ Junling
Liu

 Name: Junling Liu

 Title: Chief Executive Officer

 cc:
 Kevin Zhang

 Davis Polk & Wardwell LLP

 Selina Lin (+86 156-0162-0156)
 Grant Thornton Zhitong Certified Public Accountants
 LLP

 Kevin Lin (+86 186-2185-0167)
 Deloitte Touche Tohmatsu Certified Public
Accountants LLP

 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Junling Liu
Chief Executive Officer and Co-Chairman of the Board
111, Inc.
3-4/F, No. 295 ZuChongZhi Road
Pudong New Area
Shanghai, 201203
The People s Republic of China

 Re: 111, Inc.
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-38639
Dear Junling Liu:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended December 31, 2024
Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm, page F-4

1. Please amend your Form 20-F to include an audit report that covers the
effects of the
 retrospective adjustments related to basis of presentation and segment
reporting
 discussed in Note 2(a) and 2(ad) to the financial statements. Refer to
PCAOB Staff
 Questions and Answers on Adjustments to Prior-Period Financial
Statements Audited
 by a Predecessor Auditor, PCAOB AS 3105.54 through .58 and PCAOB AS
3110.06
 through .07, as applicable.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 July 24, 2025
Page 2

 Please contact Blaise Rhodes at 202-551-3774 or Rufus Decker at
202-551-3769 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 14, 2023
Junling Liu
Chief Executive Officer
111, Inc.
3-5/F, No. 295 Zu Chong Zhi Road,
Pudong New Area
Shanghai, 201203
The People’s Republic of China
Re:111, Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-38639
Dear Junling Liu:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Kevin Zhang

CORRESP
1
filename1.htm

    August 1, 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 Kyle Wiley and Jennifer Thompson:

This letter sets forth the responses of 111, Inc.
(the “Company”) to the comments (the “Comments”) the Company received from the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in a letter dated July 21, 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, 2022 filed with
the Commission on April 28, 2023 (the “2022 Annual Report”) (with deletions shown as strike-through and additions underlined).
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, 2023 (the “2023 Annual Report”), to the extent such disclosures are required, 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 2023 Annual Report. All capitalized terms used but not defined in this letter shall have the meaning ascribed
to such terms in the 2022 Form 20-F.

    Annual Report on Form 20-F for Fiscal Year Ended December 31, 2022

    Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 149

    1.       We note your statement
    that you reviewed your register of members and public filings made by your shareholders in connection with your required submission under
    paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal
    opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly
    detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required
    disclosures under paragraphs (b)(2) and (3).

    Response

    Submission under paragraph (a) of Item 16I

The Company respectfully advises the Staff that it did not rely on any
legal opinions or third-party certifications, such as affidavits, as the basis for its submission under paragraph (a) of Item 16I on Exhibit
16.1 to the 2022 Annual Report (the “Exhibit 16.1”).

As the Company has disclosed in its submission under paragraph (a) of
Item 16I in Exhibit 16.1, based on an examination of the Company’s register of members and the public filings on Schedule 13D and
13G made by the Company’s shareholders (the “Public Filings”), the Company believes that it had a reasonable
basis to conclude that it is not controlled by a foreign government entity. As provided in Exhibit 16.1, as of March 31, 2023, Sunny Bay
Global Limited, ClearVue Partners, L.P., Infinity Cosmo Limited and First Pharmacia International beneficially owned approximately 21.4%,
9.5%, 6.9% and 5.2% of the Company’s total outstanding ordinary shares, respectively, and collectively beneficially owned 43.0%
of the Company’s total outstanding ordinary shares. No other shareholder owned more than 5% of the Company’s outstanding ordinary
shares as of March 31, 2023.

Additionally, based on publicly available information and the Company’s
inquiries with its shareholders through questionnaires and the review of the bios:

 (i) Sunny Bay Global Limited, a company incorporated in the British Virgin Islands, is wholly owned by Mr. Junling Liu. Mr. Junling Liu
is a natural person not affiliated with any foreign government entities;

 (ii) ClearVue Partners, L.P. is an exempted limited partnership organized and existing under the laws of
Cayman Islands. ClearVue Partners GP, L.P., an exempted limited partnership organized and existing under the laws of Cayman Islands, is
the general partner of ClearVue Partners, L.P. ClearVue Partners Ltd. is the general partner of ClearVue Partners GP, L.P. Mr. Harry Chi
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.
Mr. Harry Chi is a natural person not affiliated with any foreign government entities;

 (iii) Infinity Cosmo Limited, a company incorporated in the British Virgin Islands, is controlled by Gang Yu Irrevocable Trust. The beneficiaries
of Gang Yu Irrevocable Trust are Mr. Gang Yu’s family members. Mr. Gang Yu may be deemed to be the beneficial owner of the Shares
held by Infinity Cosmo Limited. Mr. Gang Yu is a natural person not affiliated with any foreign government entities;

 (iv) First Pharmacia International, an exempted company organized and existing under the laws of Cayman Islands, 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, is the
sole director and sole shareholder of BVCF Realization Fund GP, Ltd. Mr. Zhi Yang is a natural person not affiliated with any foreign
government entities.

In addition, as of the date of the 2022 Annual Report, since each of
the Company’s consolidated subsidiaries is owned or controlled, directly or indirectly, by the Company, the Company has relied upon
the materials as described in the foregoing paragraphs, and did not rely upon additional documentation, to reach its conclusion that none
of these subsidiaries is owned or controlled by any foreign government entities, except that approximately 2.7% of the outstanding shares
of 1 Pharmacy Technology (Shanghai) Co., Ltd. were indirectly and ultimately beneficially owned by PRC governmental entities. Please refer
to the Company’s responses to the Staff’s Comments No. 2.

Based on the above, the Company believes it is reasonable and sufficient
to rely on its register of members, the Public Filings, the publicly available information through desktop search, and inquiries with
certain shareholders through questionnaires and review of the Company’s internal records as to their government ownership or support
to form the basis for the Company to draw the conclusion as disclosed in its submission under paragraph (a) of Item 16I in Exhibit 16.1.

Submission under paragrah (b) of Item 16I With respect to the
disclosures required under paragraph (b)(2) and (b)(3) of Item 16I, the Company has relied on the materials and information as set forth
in submission under paragraph (a) of Item 16I discussed above, including register of members, the Public Filings and inquiry with certain
shareholders as to their government ownership or support, to form the basis for the Company to draw the conclusion in its disclosure
in response to paragraph (b)(2) and (b)(3) of Item 16I.

2.       We note that your disclosures
pursuant to Items 16I(b)(2), (b)(3) and (b)(4) are provided for you and your “material operating entities.” Please note that
Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest
entities or similar structures, and does not contemplate limiting the disclosure.

 · With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are
organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental
entities in each foreign jurisdiction in which you have consolidated operating entities in your supplemental response.

 · With respect to (b)(3) and (b)(4), please provide the required information for you and all of your consolidated foreign operating
entities in your supplemental response.

Response

In response to the Staff’s comment, the Company respectfully advises
the Staff that its consolidated operating entities are organized or incorporated in the mainland China, Hong Kong, the Cayman Islands
and the British Virgin Islands.

With respect to (b)(2), as of the date of the 2022 Annual Report, none
of the shares of the Company or any of the Company’s consolidated operating entities were owned by governmental entities in the
jurisdiction in which the Company or such operating entities are incorporated or otherwise organized, except that approximately 2.7% of
the outstanding shares of 1 Pharmacy Technology (Shanghai) Co., Ltd. were indirectly and ultimately beneficially owned by PRC governmental
entities.

With respect to (b)(3), no governmental entity in the mainland China
has a controlling financial interest in the Company or any of the Company’s consolidated operating entities.

With respect to (b)(4), please refer to the Company’s responses
to the Staff’s Comments No. 3.

3.       In order to clarify the
scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the
boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how
the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into
your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis
for your disclosure.

Response

The Company respectfully advises the Staff that in preparation of its
required disclosures under paragraph (b)(4) of Item 16I of Form 20-F, the Company has reviewed publicly available information through
desktop search and its internal records and further conducted inquiries with, and reviewed the bios of, the members of the board of directors
of the Company and its consolidated operating entities to determine whether each of such individuals is an official of the Chinese Communist
Party. The Company has taken into consideration the Directors’ current or prior memberships on, or affiliations with, committees
of the Chinese Communist Party, to the extent such information is known to the Company, into its determination in connection with its
disclosures under paragraph (b)(4) of Item 16I. The Company did not rely upon third-party certifications such as affidavits as the basis
for disclosure and did not believe such third-party certifications were either available or necessary to its determination. After taking
the foregoing steps, nothing has come to the Company’s attention suggesting that any such individual is an official of the Chinese
Communist Party or has any memberships or affiliations that could reasonably result in such individual being considered an official of
the Chinese Communist Party. Accordingly, the Company re-confirms that to the best of its knowledge, as of the date of the 2022 Annual
Report, none of the members of board of directors of the Company or each of the Company’s consolidated operating entities was an
official of the Chinese Communist Party.

4.       With respect to your
disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our best knowledge.”
Please supplementally confirm without qualification, if true, that your articles and the articles of your
consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party.

Response

The Company respectfully submits that as of the date of the 2022 Annual
Report, the then effective memorandum and articles of association of 111, Inc. and the articles of incorporation (or equivalent organizing
document) of each of the Company’s consolidated foreign operating entities did not contain any charter of the Chinese Communist
Party, including the text of any such charter. Please kindly note that this statement is being made without any qualification as indicated
in the Staff’s comment.

5.        We note that your disclosure pursuant to Item 16I(b)(5) refers
to “our company.” It is unclear from the context of your disclosures pursuant to Item 16I(b) whether terms such as this are
meant to encompass you and all of your consolidated foreign operating entities or whether in some instances these terms refer solely to
111, Inc. Please note that Item 16I(b) requires that you provide each disclosure for yourself and your consolidated foreign operating
entities, including variable interest entities or similar structures. To clarify this matter, please provide the information required
by Item 16I(b)(5) for you and all of your consolidated foreign operating entities in your supplemental response.

Response

The Company respectfully submits that those items are meant to encompass
111, Inc. and all of its consolidated foreign operating entities.

(iv) the currently effective
Articles of Associates (or, where applicable, equivalent organizing document) of our company the Company and
all of its consolidated foreign operating entities do does not contain any charter of the Chinese Communist Party,
including the text of any such articles.”

If you have further questions or comments regarding, or require further
information or clarification of, any of the responses provided in this letter or if the Commission has any questions with respect to 111,
Inc.’s Annual Report on Form 20-F, please contact the undersigned or Kevin Zhang (Tel: +852-2533-3384) of Davis Polk & Wardwell
LLP.

    Sincerely yours,

    111, Inc.

    By:

    /s/ Junling
Liu

    Name: Junling Liu

    Title: Chief Executive Officer

    cc:
    Kevin Zhang

    Davis Polk & Wardwell LLP

United States securities and exchange commission logo
July 21, 2023
Junling Liu
Chief Executive Officer
111, Inc.
3-5/F, No. 295 Zu Chong Zhi Road,
Pudong New Area
Shanghai, 201203
The People’s Republic of China
Re:111, Inc.
Form 20-F for the Year Ended December 31, 2022
Filed April 28, 2023
File No. 001-38639
Dear Junling Liu:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 149
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).

 FirstName LastNameJunling Liu
 Comapany Name111, Inc.
 July 21, 2023 Page 2
 FirstName LastName
Junling Liu
111, Inc.
July 21, 2023
Page 2
2.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(4) are provided
for you and your “material operating entities.” Please note that Item 16I(b) requires that
you provide disclosures for yourself and your consolidated foreign operating entities,
including variable interest entities or similar structures, and does not contemplate limiting
the disclosure.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(4), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
3.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
5.We note that your disclosure pursuant to Item 16I(b)(5) refers to “our company.”  It is
unclear from the context of your disclosures pursuant to Item 16I(b) whether terms such
as this are meant to encompass you and all of your consolidated foreign operating entities
or whether in some instances these terms refer solely to 111, Inc.  Please note that Item
16I(b) requires that you provide each disclosure for yourself and your consolidated
foreign operating entities, including variable interest entities or similar structures.  To
clarify this matter, please provide the information required by Item 16I(b)(5) for you and
all of your consolidated foreign operating entities in your supplemental response.

 FirstName LastNameJunling Liu
 Comapany Name111, Inc.
 July 21, 2023 Page 3
 FirstName LastName
Junling Liu
111, Inc.
July 21, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kyle Wiley at (202) 344-5791 or Jennifer Thompson at (202) 551-3737
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Kevin Zhang

United States securities and exchange commission logo
March 27, 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 January 31, 2023
File No. 001-38639
Dear Junling Liu:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kevin Zhang, Esq.

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
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.

CORRESP
1
filename1.htm

    September 27, 2022

    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

    Filed April 29, 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. (“111”
or the “Company”) to the comments (the “Comments”) the Company received from the Securities and Exchange Commission
(the “Commission”) in a letter dated September 8, 2022.

For your 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 filed April 29, 2022

    Introduction, page 1

    1. We note that your definition of China and the PRC excludes Hong Kong, Macau and Taiwan. Revise your definition and disclosure to clarify that the legal and operational risks associated with operating in China also apply to any operations in Hong Kong.

    Response

    In response to the Staff’s Comments, the Company respectfully
    advises the Staff that it intends to revise the definition of “China” and “PRC” in its 2022 Annual Report as follows
    and make conforming disclosures 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 in the context
    of describing PRC laws, regulations and other legal or tax matters in this annual report, excludes Hong Kong, Macau and Taiwan;

    In response to the Staff’s Comments, the Company respectfully
    advises the Staff that it intends to revise the statements under the heading “D. Risk Factors” as follows and make conforming
    disclosures in the 2022 Annual Report:

    Below please find
    a summary of the principal risks and uncertainties we face, organized under relevant headings. Unless otherwise indicated,
    all the legal and operational risks associated with being based in and having operations in the PRC also apply to operations in Hong Kong.

    Item 3, Key Information, page 3

    2. We note your disclosure on page 3 that you are “a Cayman Islands holding company and currently conduct [your] operations in China through [your] PRC subsidiaries.” Please revise to disclose prominently that you are not a Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in your operations and/or a material change in the value of your securities, including that it could cause the value of such securities to significantly decline or become worthless. 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 it intends to amend the disclosures on page 3 of the 2021 Annual Report as follows and make conforming disclosures
    in the 2022 Annual Report:

    111, Inc. is a Cayman Islands holding company with
    no operations of its own. 111, Inc. and currently conducts its operations in China through its PRC subsidiaries.
    Investors in our ADSs should note that they are purchasing equity securities of a Cayman Islands holding company rather than equity
    securities issued by our operating subsidiaries. The Chinese government may intervene or influence our operations at any time, or may
    exert more control over foreign investment in China-based issuers, and rules and regulations regarding foreign ownership in our industry
    are evolving, which could result in a material change in our operations and/or the value of our securities.

    111, Inc. We historically operated
    its our business through its PRC subsidiary, 1 Pharmacy Technology (Shanghai) Co., Ltd. (“1 Pharmacy
    Technology”), as well as the contractual arrangements with variable interest entities, or VIEs, based in the PRC, namely Guangdong
    Yihao Pharmacy Co., Ltd. (“Yihao Pharmacy”), Guangdong Yihao Pharmaceutical Chain Co., Ltd. (“Yihao Pharmaceutical Chain”)
    and Shanghai Yaowang E-Commerce Co., Ltd. (“Shanghai Yaowang”) in which we did not directly own any equity interests. Shanghai
    Yaowang is directly wholly owned by Yihao Pharmaceutical Chain, which is directly wholly owned by Yihao Pharmacy. In February 2022, we
    terminated the contractual arrangements between 1 Pharmacy Technology and the VIEs, and Mr. Yue Xuan and Ms. Jing Liu, who were the shareholders
    of Yihao Pharmacy, transferred their equity interests in Yihao Pharmacy to 1 Pharmacy Technology. Following such termination and share
    transfer, all of the VIEs became our subsidiaries in which we hold direct equity ownership interests. For additional information, see
    “Item 4. Information on the Company—A. History and Development of the Company.” As used in this annual report, “we,”
    “us,” “our company,” “our,” or “111” refers to 111, Inc. and its subsidiaries, and, in
    the context of describing our consolidated financial information, business operations and operating data for the periods preceding the
    termination of the foregoing contractual arrangements, the previous VIEs.

    The Company respectfully advises the Staff that, as indicated on page
    3 of the 2021 Annual Report, the Company terminated its VIE structure in February 2022, following which all of the VIEs became the Company’s
    subsidiaries. Since February 2022, the Company has been holding equity ownership interests in its operating subsidiaries in China. Therefore,
    the risks relating to the VIE structure including risk that the Chinese regulatory authorities could disallow such structure, no longer
    apply to the Company.

    3. Please refrain from using terms such as “we” or “our” when describing activities or functions of a VIE throughout the document. In this regard, we note for example, on page 125, references to “our variable interest entities.”

    Response

    The Company respectfully advises the Staff that, as indicated on page
    3 of the 2021 Annual Report, the Company terminated its VIE structure in February 2022, following which all of the VIEs became the Company’s
    subsidiaries. The Company respectfully advises the Staff that it intends to use “the variable interest entity”
    or “the VIE” (as opposed to “we,” “our variable interest entity” or “our VIE”)
    when describing activities or functions of the entities that were previously consolidated through the VIE structure in its future filings.

    4. Please revise to state that you have been included on the conclusive list of issuers identified under the HFCAA on our website. Please make similar revisions in your related risk factor, and include a cross-reference here to your risk factor discussion.

    Response

    In response to the Staff’s Comments, the Company intends to revise
    the disclosure on page 4 in the 2021 Annual Report as follows to (i) state that it has been included on the conclusive list of issuers
    identified under the HFCAA on our website; and (ii) the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance
    of the PRC on August 26, 2022, and make conforming disclosures in the 2022 Annual Report:

    Implication
    of the Holding Foreign Companies Accountable Act

    The Holding Foreign
    Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit
    reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years
    beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter
    trading market in the United States. On December 16, 2021, PCAOB issued the HFCAA Determination Report, according to which our auditors
    are subject to the determinations. Our auditor, the independent registered public accounting firm that issues the audit report included
    elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the
    PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with
    the applicable professional standards. Since our auditor is located in China, a jurisdiction where the PCAOB has been unable to conduct
    inspections without the approval of the PRC authorities, our auditor is currently not inspected by the PCAOB. Final rules implementing
    the submission and disclosure requirements in the HFCAA were adopted by the SEC on December 2, 2021. The delisting of the ADSs, or the
    threat of their being delisted, may materially and adversely affect the value of your investment. The PCAOB is currently unable to inspect
    our auditors in relation to their audit work performed for our financial statements and inability of the PCAOB to conduct inspections
    over our auditors deprives our investors with the benefits of such inspections. On June 22, 2021, the U.S. Senate passed a bill, which
    would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years
    to two. On February 4, 2022, the U.S. House of Representatives passed a bill, which contained, among other things, an identical provision.
    If this provision is enacted into law and the number of consecutive non-inspection years required for triggering the prohibitions under
    the HFCAA is reduced from three years to two, then our shares and ADSs could be prohibited from trading in the United States in 2023.
    On May 26, 2022, we were conclusively identified by the SEC under the HFCAA as having filed audit reports issued by a registered public
    accounting firm that cannot be inspected or investigated completely by the PCAOB in connection with our filing of our annual report on
    Form 20-F for the fiscal year ended December 31, 2021. Such identification and other efforts under the HFCAA to increase U.S. regulatory
    access to audit information could cause investor uncertainty for affected issuers, including us, and the market price of the ADSs could
    be adversely affected. For the details of the risks associated with the enactment of the HFCAA, see “Item 3. Key Information—3.D.
    Risk Factors—Risks Related to Doing Business in China—Our ADSs may be delisted and our ADSs and Class A ordinary shares may
    be prohibited from trading in the over-the-counter market under the Holding Foreign Companies Accountable Act, or the HFCAA, if the PCAOB
    is unable to inspect or fully investigate auditors located in China. On December 16, 2021, PCAOB issued the HFCAA Determination Report,
    according to which our auditor is subject to the determinations that the PCAOB is unable to inspect or investigate completely. Under the
    current law, delisting and prohibition from over-the-counter trading in the U.S. could take place in 2024. If this happens there is no
    certainty that we will be able to list our ADSs or Class A ordinary shares on a non-U.S. exchange or that a market for our ADSs or Class
    A ordinary shares will develop outside of the U.S. The delisting of our ADSs, or the threat of their being delisted, may materially and
    adversely affect the value of your investment.”

    The Company also intends to revise the risk factor under “Item
    3. Key Information—3.D. Risk Factor—Risks Related to Doing Business in China—Our
    ADSs may be delisted and our ADSs and Class A ordinary shares may be prohibited from trading in the over-the-counter market under the
    Holding Foreign Companies Accountable Act, or the HFCAA, if the PCAOB is unable to inspect or fully investigate auditors located in China.
    On December 16, 2021, PCAOB issued the HFCAA Determination Report, according to which our auditor is subject to the determinations that
    the PCAOB is unable to inspect or investigate completely. Under the current law, delisting and prohibition from over-the-counter trading
    in the U.S. could take place in 2024. If this happens there is no certainty that we will be able to list our ADSs or Class A ordinary
    shares on a non-U.S. exchange or that a market for our ADSs or Class A ordinary shares will develop outside of the U.S. The delisting
    of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment” of
    the 2021 Annual Report in its 2022 Annual Report as follows:

    Our ADSs may
    be delisted and our ADSs and Class A ordinary shares may be prohibited from trading in the over-the-counter market under the Holding Foreign
    Companies Accountable Act, or the HFCAA, if the PCAOB is unable to inspect or fully investigate auditors located in China. On December
    16, 2021, PCAOB issued the HFCAA Determination Report, according to which our auditor is subject to the determinations that the PCAOB
    is unable to inspect or investigate completely. Under the current law, delisting and prohibition from over-the-counter trading in the
    U.S. could take place in 2024. If this happens there is no certainty that we will be able to list our ADSs or Class A ordinary shares
    on a non-U.S. exchange or that a market for our ADSs or Class A ordinary shares will develop outside of the U.S. The delisting of our
    ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.

    As part of a continued regulatory focus in the United
    States on access to audit and other information currently protected by national law, in particular China’s, the Holding Foreign
    Companies Accountable Act, or the HFCAA has been signed into law on December 18, 2020. The HFCAA states if the SEC determines that we
    have filed audit reports issued by a registered public accounting firm that has not been subject to inspection for the PCAOB for three
    consecutive years beginning in 2021, the SEC shall prohibit our Class A ordinary shares or ADSs from being traded on a national securities
    exchange or in the over-the-counter trading market in the U.S. Accordingly, under the current law this could happen in 2024.

    On December 2, 2021, the SEC adopted final amendments
    to its rules implementing the HFCAA (the “Final Amendments”). The Final Amendments include requirements to disclose information,
    including the auditor name and location, the percentage of shares of the issuer owned by governmental entities, whether governmental entities
    in the applicable foreign jurisdiction with respect to the auditor has a controlling financial interest with respect to the issuer, the
    name of each official of the Chinese Communist Party who is a member

CORRESP
1
filename1.htm

    September 23,
    2022

Ms.
Jennie Beysolow

Ms.
Erin Jaskot

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Mail
Stop 4628

Washington,
D.C. 20549

U.S.A.

    Re:
    111,
    Inc.

    Form
                                            20-F for Fiscal Year Ended December 31, 2021

Filed
April 29, 2022

Dear Jennie
Beysolow and Erin Jaskot:

111, Inc.
(the “Company”) acknowledges receipt of a comment letter from the staff of the Securities and Exchange Commission
(the “SEC”) dated September 8, 2022 with respect to the Company’s Form 20-F for the fiscal year ended December
31, 2021.

The Company
has carefully reviewed and considered the staff’s comments and is in the process of preparing responses to these comments. Regrettably,
the Company believes that it will not be in a position to respond to the staff’s comments within ten business days, as requested
by the staff. The Company would need additional time to collect sufficient information and prepare the responses. The Company expects
to be in a position to respond to the staff’s comments by September 30, 2022 and appreciates the staff’s accommodation in
this regard.

Should
you have any questions regarding the foregoing or require any additional information, please do not hesitate to contact me by
telephone at +86 21 2053-6666 or by email at junling@111.com.cn, Mr. Li He of Davis Polk & Wardwell LLP by telephone at +852
2533-3306 or by email at li.he@davispolk.com, or Mr. Kevin Zhang of Davis Polk & Wardwell LLP by telephone at +852 2533-3384 or
by email at kevin.zhang@davispolk.com.

    Sincerely yours,

    111, Inc.

    By:

    /s/
    Junling Liu

    Name: Junling Liu

    Title:   Chief Executive
    Officer

    cc:
    Li He, Esq.

Kevin
    Zhang, Esq.

    Davis
    Polk & Wardwell LLP

United States securities and exchange commission logo
September 8, 2022
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
Filed April 29, 2022
File No. 001-38639
Dear Mr. Liu:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Annual Report on Form 20-F filed April 29, 2022
Introduction, page 1
1.We note that your definition of China and the PRC excludes Hong Kong, Macau and
Taiwan.  Revise your definition and disclosure to clarify that the legal and
operational risks associated with operating in China also apply to any operations in Hong
Kong.
Item 3. Key Information, page 3
2.We note your disclosure on page 3 that you are “a Cayman Islands holding company and
currently conduct [your] operations in China through [your] PRC subsidiaries.” Please
revise to disclose prominently that you are not a Chinese operating company. Your
disclosure should acknowledge that Chinese regulatory authorities could disallow this

 FirstName LastNameJunling  Liu
 Comapany Name111, Inc.
 September 8, 2022 Page 2
 FirstName LastNameJunling  Liu
111, Inc.
September 8, 2022
Page 2
structure, which would likely result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of
such securities to significantly decline or become worthless. 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.
3.Please refrain from using terms such as “we” or “our” when describing activities or
functions of a VIE throughout the document.  In this regard, we note for example, on page
125, references to “our variable interest entities.”
4.Please revise to state that you have been included on the conclusive list of issuers
identified under the HFCAA on our website.  Please make similar revisions in your related
risk factor, and include a cross-reference here to your risk factor discussion.
5.Please expand your disclosure on page four to state whether any transfers, dividends, or
distributions have been made to date by the holding company to investors, and quantify
the amounts where applicable. Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.
6.We note your disclosure on page 5 regarding restrictions on foreign exchange and the
ability to transfer cash between entities, across borders and to U.S. investors. Please
amend your disclosure here and in the summary risk factors and risk factors sections to
state that, to the extent cash or assets in the business is in the PRC/Hong Kong or you
PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for
other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you or your subsidiaries by the PRC
government to transfer cash or assets. Provide cross-references to these other discussions
here, and in your summary risk factors and risk factors sections, as well.
7.To the extent you have cash management policies that dictate how funds are transferred
between you and your subsidiaries summarize the policies here and disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.);
alternatively, state that you have no such cash management policies that dictate how funds
are transferred. In this regard, we note your disclosure on pages 4-5 regarding transfer of
funds prior to the termination of the VIE structure and cumulative capital contributions
made as of the date of this document.  Provide a cross-reference to the discussion of this
issue elsewhere in this document, as applicable.
8.Please expand your disclosure to provide early in the discussion a diagram of your
company’s corporate structure, similar to that provided on page 84. Identify the person or
entity that owns the equity in each depicted entity.
9.We note your summary of risks about “Risks Related to Doing Business in China” on
page 7.  Please revise to describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the document.

 FirstName LastNameJunling  Liu
 Comapany Name111, Inc.
 September 8, 2022 Page 3
 FirstName LastNameJunling  Liu
111, Inc.
September 8, 2022
Page 3
For example, specifically discuss risks that the Chinese government may intervene or
influence your operations at any time, or may exert more control over offerings conducted
overseas and/or foreign investment in China-based issuers, which could result in a
material change in your operations and/or the value of your securities. Acknowledge any
risks that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless.  Additionally, please provide a cross-reference to the relevant individual
detailed risk factor for each summary risk factor.
10.We note your disclosure on page 6 that your PRC subsidiaries have obtained the requisite
licenses and permits from the PRC government authorities that are “material for the
business operations of [y]our subsidiaries in China.” The disclosure here should not be
qualified by materiality. Please make appropriate revisions to your disclosure.
11.You disclose on page 6 that you may be required to obtain permissions from the CSRC or
the CAC in connection with any future offering and listing in an overseas market. Please
revise to state affirmatively whether you or your subsidiaries are required to obtain
permissions from the CSRC or the CAC in order to offer securities to foreign investors.
To the extent that you believe such permissions or approvals are not required, please
disclose the basis on which you made that determination. Please also state affirmatively
whether any permissions or approvals have been denied.  Additionally, we note your
disclosure about consequences to you and your investors if you or your subsidiaries fail to
obtain the relevant approval or complete other review or filing procedures for any future
offshore offering or listing.  Please expand your disclosure to describe the consequences
to you and your investors if you or your subsidiaries: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future.
12.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when

 FirstName LastNameJunling  Liu
 Comapany Name111, Inc.
 September 8, 2022 Page 4
 FirstName LastName
Junling  Liu
111, Inc.
September 8, 2022
Page 4
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
Uncertainties in the interpretation and enforcement of PRC laws, page 28
13.Please revise this risk factor to explain that the risk that Chinese government may
intervene or influence your operations at any time could result in a material change in
your operations and/or the value of the securities you are registering.
The approval, filing or other requirements of the China Securities Regulatory Commission...,
page 29
14.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, please revise your disclosure to explain how this oversight
impacts your business and any future offering and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.
Our ADSs may be delisted and our ADSs and Class A ordinary shares..., page 40
15.Please revise this risk factor, including the title, to state that if the Accelerating Holding
Foreign Companies Accountable Act is enacted, it would decrease the period of time in
which your ADSs may be prohibited from trading or delisted from three years to two
years.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            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.

CORRESP
1
filename1.htm

September 7, 2018

VIA EDGAR

Mr. John Reynolds

Ms. Brigitte Lippman

Mr. Jonathan Burr

Mr. Blaise Rhodes

Mr. Raj Rajan

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U. S. A.

Re:                             111, Inc. (CIK No. 0001738906)

Registration Statement on Form F-1 (File No. 333-226849)

Registration Statement on Form 8-A (File No. 001-38639)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, 111, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 5:00 p.m., Eastern Time on September 11, 2018, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

[Signature page follows]

Very truly yours,

111, INC.

By:

/s/ Junling Liu

Name:

Junling Liu

Title:

Chairman and Chief   Executive Officer

[Signature Page to Issuer Acceleration Request]

CORRESP
1
filename1.htm

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

China International Capital Corporation Hong Kong Securities Limited

29th Floor, One International Finance Centre

1 Harbour View Street, Central

Hong Kong

September 7, 2018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attn: John Reynolds / Brigitte Lippman / Jonathan Burr / Blaise Rhodes / Raj Rajan

Re:111, Inc.

Registration Statement on Form F-1, as amended (File No. 333-226849)

Registration Statement on Form 8-A (File No. 001-38639)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of 111, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 5:00 PM, Eastern Time, on September 11, 2018 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Skadden, Arps, Slate, Meagher & Flom  LLP, may orally request by telephone call that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated August 29, 2018:

(i)             Dates of distribution: August 30, 2018 through the date hereof

(ii)          Number of prospective underwriters to which the preliminary prospectus was furnished: 3

(iii)       Number of prospectuses furnished to investors: approximately 2000

(iv)      Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 100

We, the undersigned, as representatives of the several underwriters, have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

J.P. MORGAN SECURITIES   LLC

CITIGROUP GLOBAL   MARKETS INC.

CHINA INTERNATIONAL   CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

By:

J.P. MORGAN SECURITIES   LLC

By:

/s/ Brian Dunlap

Name:

Brian Dunlap

Title:

Vice President

By:

CITIGROUP GLOBAL   MARKETS INC.

By:

/s/ James Perry

Name:

James Perry

Title:

Managing Director

By:

CHINA INTERNATIONAL   CAPITAL CORPORATION HONG KONG SECURITIES LIMITED

By:

/s/ Shuguang Wang.

Name:

Shuguang Wang.

Title:

Managing Director

CORRESP
1
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DIRECT DIAL

AFFILIATE OFFICES

(852) 3740-4863

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

DIRECT FAX

世達國際律師事務所

BOSTON

(852) 3910-4863

42/F, EDINBURGH TOWER, THE LANDMARK

CHICAGO

EMAIL ADDRESS

15 QUEEN’S ROAD CENTRAL, HONG KONG

HOUSTON

JULIE.GAO@SKADDEN.COM

LOS ANGELES

TEL: (852) 3740-4700

NEW YORK

PARTNERS

FAX: (852) 3740-4727

PALO ALTO

CHRISTOPHER W. BETTS

www.skadden.com

WASHINGTON, D.C.

WILL H. CAI ^

WILMINGTON

GEOFFREY CHAN *

ANDREW L. FOSTER *

BEIJING

BRADLEY A. KLEIN ˜

BRUSSELS

CHI T. STEVE KWOK *

FRANKFURT

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LONDON

HAIPING LI *

MOSCOW

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MUNICH

CLIVE W. ROUGH ¨

PARIS

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SÃO PAULO

SEOUL

^ (ALSO ADMITTED IN   CALIFORNIA)

SHANGHAI

¨ (ALSO ADMITTED IN ENGLAND & WALES)

SINGAPORE

˜ (ALSO ADMITTED IN ILLINOIS)

TOKYO

* (ALSO ADMITTED IN NEW YORK)

TORONTO

REGISTERED FOREIGN LAWYER

Z. JULIE GAO (CALIFORNIA)

September 7, 2018

Mr. John Reynolds

Mr. Jonathan Burr

Ms. Brigitte Lippmann

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

111, Inc.

Registration Statement on Form F-1   (Registration No. 333-226849)

Response to the Comment Letter Dated   September 5, 2018

Dear Mr. Reynolds, Mr. Burr and Ms. Lippmann:

On behalf of our client, 111, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated September 5, 2018.  Concurrently with the submission of this letter, the Company is filing Amendment No. 2 to the Registration Statement on Form F-1 (the “Registration Statement”) via EDGAR to the Commission.

The Staff’s comment is repeated below in bold and is followed by the Company’s response.  We have included page references in the Registration Statement where the language addressing a particular comment appears.  Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

To facilitate the Staff’s review, we have separately delivered to the Staff today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed on August 29, 2018, as well as two copies of the filed exhibits.

The Company will file the joint acceleration requests today to request that the Staff declare the effectiveness of the Registration Statement on September 11, 2018. The Company would greatly appreciate the Staff’s continued assistance and support in meeting its timetable.

General

1.              We note your disclosure that certain existing shareholders have indicated an interest to purchase up to 1,333,333 ADSs in the offering. We also note your disclosure that such shareholders may purchase more than the amount for which they indicated an interest 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 shareholders, please disclose whether there is a ceiling on the amount that may be purchased by existing shareholders and quantify any ceiling. If not, please disclose the potential material impact on the public investors.

The Company respectfully advises the Staff that because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer or no ADSs to any of the potential purchasers, and any of the potential purchasers could determine to purchase more, fewer or no ADSs in this offering. According to the latest information available to the Company, an existing shareholder and its affiliates have updated their indications of interest to purchase an aggregate of up to US$30.0 million worth of the ADSs being offered in this offering.  To the Company’s knowledge, the Company believes that this shareholder and its affiliates will not purchase more than the indicated amount.

2

In response to the Staff’s comment, the Company has revised the disclosure on the cover page of the preliminary prospectus contained in the Registration Statement and on pages 11, 54, 162 and 193 of the Registration Statement to include the updated aggregate amount of ADSs up to which the existing shareholder and its affiliates have indicated interests to purchase in this offering, and added the relevant disclosure of the potential impact on the public investors to the risk factor beginning on page 54 of the Registration Statement.

*                                         *                                         *

3

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at (+852) 3740-4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

/s/ Julie Gao

Z. Julie Gao

cc:                                Gang Yu, Executive Chairman, 111, Inc.
 Junling Liu, Chairman and Chief Executive Officer, 111, Inc.

Weihao Xu, Chief Financial Officer, 111, Inc.

Haiping Li, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Jimmy Chen, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP

Yan Chen, Partner, Freshfields Bruckhaus Deringer LLP

Valerie Ford Jacob, Partner, Freshfields Bruckhaus Deringer US LLP

4

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

CORRESP
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

WILL H. CAI ^

42/F, EDINBURGH TOWER, THE LANDMARK

BOSTON

GEOFFREY CHAN *

15 QUEEN’S ROAD CENTRAL, HONG KONG

CHICAGO

ANDREW L. FOSTER *

HOUSTON

CHI T. STEVE KWOK *

TEL: (852) 3740-4700

LOS ANGELES

EDWARD H.P. LAM ¨*

FAX: (852) 3740-4727

NEW YORK

HAIPING LI *

www.skadden.com

PALO ALTO

RORY MCALPINE ¨

WASHINGTON, D.C.

CLIVE W. ROUGH ¨

WILMINGTON

JONATHAN B. STONE *

BEIJING

^  (ALSO ADMITTED IN CALIFORNIA)

BRUSSELS

¨ (ALSO ADMITTED   IN ENGLAND & WALES)

FRANKFURT

*  (ALSO ADMITTED IN NEW YORK)

LONDON

MOSCOW

REGISTERED   FOREIGN LAWYERS

MUNICH

Z. JULIE GAO (CALIFORNIA)

PARIS

BRADLEY A. KLEIN   (ILLINOIS)

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

August 29, 2018

VIA EDGAR

Mr. John Reynolds

Ms. Brigitte Lippman

Mr. Jonathan Burr

Mr. Blaise Rhodes

Mr. Raj Rajan

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U. S. A.

Re:

111, Inc. (CIK No.0001738906)

Registration Statement on Form F-1 (File   No. 333-226849)

Dear Mr. Reynolds, Ms. Lippman, Mr. Burr, Mr. Rhodes and Mr. Rajan:

On behalf of our client, 111, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Amendment No. 1 to the registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

To facilitate the review by the staff of the Commission (the “Staff”), we have separately delivered to the Staff today five courtesy copies of the Registration Statement, marked to show changes to the registration statement on Form F-1 filed on August 15, 2018, as well as two copies of the filed exhibits.

The Company will commence marketing activities in connection with the offering shortly after the date hereof. The Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about September 11, 2018, and will file the joint acceleration requests in time before the requested effective time. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

*          *          *

2

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

cc:

Gang Yu, Executive Chairman, 111, Inc.

Junling Liu, Chairman and Chief Executive Officer,   111, Inc.

Weihao Xu, Chief Financial Officer, 111, Inc.

Haiping Li, Partner, Skadden, Arps, Slate,   Meagher & Flom LLP

Jimmy Chen, Partner, Deloitte Touche Tohmatsu   Certified Public Accountants LLP

Yan Chen, Partner, Freshfields Bruckhaus Deringer   LLP

Valerie Ford Jacob, Partner, Freshfields Bruckhaus   Deringer LLP

3

CORRESP
1
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

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REGISTERED FOREIGN LAWYERS

MUNICH

Z. JULIE GAO (CALIFORNIA)

PARIS

BRADLEY A. KLEIN (ILLINOIS)

SÃO PAULO

SEOUL

SHANGHAI

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TOKYO

TORONTO

August 15, 2018

VIE EDGAR

Mr. John Reynolds

Ms. Brigitte Lippman

Mr. Jonathan Burr

Mr. Blaise Rhodes

Mr. Raj Rajan

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U. S. A.

Re:                                                     111, Inc. (CIK No.0001738906)
  Registration Statement on Form F-1

Dear Mr. Reynolds, Ms. Lippman, Mr. Burr, Mr. Rhodes and Mr. Rajan:

On behalf of our client, 111, Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

To facilitate the review by the staff of the Commission (the “Staff”), we have separately delivered to the Staff today five courtesy copies of the Registration Statement, marked to show changes to the draft registration statement on Form F-1 confidentially submitted to the Commission on July 27, 2018 pursuant to the Jumpstart Our Business Startups Act, as amended, as well as two copies of the filed exhibits.

The Company respectfully advises the Staff that it plans to file an amendment to the Registration Statement containing the estimated offering size and price range on or about August 29, 2018, and commence the road show for the proposed offering immediately thereafter. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

*                                         *                                         *

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com or Jimmy Chen, the audit engagement partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP, by telephone at +86 21 6142 2172 or via email at jimmycchen@deloitte.com.cn. Deloitte Touche Tohmatsu Certified Public Accountants LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

cc:

Gang Yu, Executive Chairman, 111, Inc.

Junling Liu, Chairman and Chief Executive Officer, 111, Inc.

Weihao Xu, Chief Financial Officer, 111, Inc.

Haiping Li, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Jimmy Chen, Partner, Deloitte Touche Tohmatsu Certified Public   Accountants LLP

Yan Chen, Partner, Freshfields Bruckhaus Deringer LLP

Valerie Ford Jacob, Partner, Freshfields Bruckhaus Deringer LLP

2

Mail Stop 3561

July 9, 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
Draft Registration Statement on Form F -1
Submitted June 26, 2018
  CIK No. 0001738906

Dear Mr. Xu :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand you r disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.   Unless we not e otherwise, our references to prior comments are to comments in our
June 13, 2018 letter .

Summary Operating Data, page s 13 and 80

1. We note your presentation of the metrics  B2C GMV, B2C Direct Sales GMV, B2C
Marketplace GMV, B2B GMV, B2B Direct Sales GMV and B2B Marketplace GMV.
For each  metric , please disclose the related revenue recognized in your financial
statements for the periods presented.

Weihao Xu
111, Inc.
July 9 , 2018
Page 2

 2. We note your response to comments 5  and 6 and revised disclosures.  Please tell us how
you concluded that the various GMV metrics presented here are not non -GAAP measures
and the disclosure requirements of Item 10(e) of Regulation S -K are not applicable to
these metrics.  Please r evise or advise.

Equity Pledge Agreement, page s 75 and F -9

3. We note your response to comment 19 and your disclosure that the equity pledge right
enjoyed by WFOE will expire when Yihao Pharmacy and the Nominees have fully
performed their respective contrac tual obligations.  Please explain the contractual
obligations discussed here and revise to clarify when they are considered to be fully
performed. In this regard, please disclose the contractual obligations that must be fully
performed before the agreement  is terminated.  Please also tell us what consideration, if
any, you have  given to providing risk factor disclosure regarding the termination of this
agreement.

You may contact Blaise Rhodes  at (202) 551 -3774 or Raj Rajan  at (202) 551 -3388 if you
have questions regarding comments on the financial statements and re lated matters.  Please
contact Jonathan Burr  at (202) 551 -5833 or Brigitte Lippmann at (202) 551 -3713 with any other
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

Mail Stop 3561

June 13 , 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.
Draft Registration Statement on Form F -1
Submitted May 17,  2018
  CIK No. 0001738906

Dear Mr. Xu :

We have reviewed your draft registration statement  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 re spond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in relianc e on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

2. We note that throughout the prospectus you include industry data and certain financial
information only in Renminbi.  Please include the U.S. dollar equiva lent.

Weihao Xu
111, Inc.
June 13 , 2018
Page 2

 Prospectus Summary , page 1

3. We note your references , in this location and elsewhere, to an industry report prepared by
Frost & Sullivan, which was used to prepare this registration statement.   Please provide
us with a copy of the report, clearly marked t o highlight the applicable portion or section
of the report and cross -referenced to the appropriate location in the filing.  Otherwise,
please confirm to us that your sources are widely available to the public.   Additionally,
please revise the industry data  disclosure to provide the date of the sources.

4. We note your disclosure regarding the description of your New Retail Platform as well as
your smart supply chain and cloud -based solutions.  Please revise the summary to present
the subject matter in clear , concrete, everyday words.  Refer to Rule 421 of Regulation C.
In this regard, please clarify the services your offer to consumers, pharmacies,
pharmaceutical manufacturers and medical professionals.

Summary Operating Data, page s 11 and 76

5. We not e you present  here operating metrics GMV, Average revenue per consumer and
Quarterly repurchase rate.  Please tell us and revise to disclose in detail what each metric
represents , how they are computed , underlying assumptions, your inclusion or exclusion
of discounts, returns , etc., and identify separately GMV associated with sales by third -
party sellers on your online platform.  In addition, please disclose  how these metrics are
used by mana gement, useful to investors and their limitations.

6. Please provid e us the computations of the operating metrics presented here and a
reconciliation of GMV to net product revenues  for each period presented .

Risk Factors

Risks Related to Doing Business in China, page 37

7. Please expand your risk factors to address the risks associated with the limited ability of
U.S. regulators to conduct investigations and inspections within China.

Certain judgments obtained against us by our shar eholders may not be enforceable, page 53

8. We note your disclosure that the deposit agreement provides shareholders the right to
submit claims against the company to arbitration.  Please describe these provisions in
greater detail under the “ Descriptio n of American Depositary Shares”  section .

We are a foreign private issuer within the meaning of the rules under the Exchange Act, page 57

9. We note that you plan to apply for listing on an either the New York Stock Exchange or
Nasdaq Global Market.   If you intend to rely on exchange rules that permi t foreign

Weihao Xu
111, Inc.
June 13 , 2018
Page 3

 private issuers to follow their home country requirements to some extent concerning
corporate governance issues, then please revise this risk factor or provide a separate risk
factor that discloses this reliance and describes the corporate govern ance matters
affected.

Capitalization, page 63

10. Please revise to disclose in detail the adjustments made in arriving at the pro forma and
pro forma as adjusted amounts.

Management’s Discussion and Analysis of Financial Condition and Results of Operatio ns,
page 77

11. Please discuss any known trends or uncertainties that are reasonably likely to have a
material effect on your profitability.  For example, we note that your total operating costs
and expenses for the past two fiscal years exceeded your total n et revenues for the
comparable periods.  If this is a known trend that is reasonably likely to continue, please
disclose.  See Part I, Item 5.D of Form 20 -F.

Results of Operations

Net Revenues, page 83

12. We note  your disclosure that your product revenues increased by 9.1%. and service
revenue increased by 195.5%.  Please discuss in detail (i) the primary drivers that
contributed to this growth and (ii) discuss any known material trends, seasonal effects
and uncer tainties.

Operating costs and expenses, page 84

13. Please expand your disclosures to discuss in detail the  business reasons for the significant
decline  in various categories of your oper ating costs and expenses in 2017.  In
circumstances where there is more  than one business reason for a change between
periods, please also quantify the incremental impact of each individual business reason
discussed on the overall change in the line item.   Refer to Item 303(a)(3) of
Regulation S -K.

Liquidity and Capital Resou rces, page 86

14. Please disclose material amounts of cash and short -term investments disaggregated by
currency denomination as of the most recent balance sheet date in each jurisdiction in
which your aff iliated entities are domiciled.

Weihao Xu
111, Inc.
June 13 , 2018
Page 4

 Operating Activitie s, page 87

15. Please revi se to include a robust discussion describing and quantifying the specific effect
of the significant drivers that  contributed to the material change s in your operating cash
flows.  The disclosures should also  include a discussion of the underlying reasons for
changes in  working capital items  (e.g., accounts receivable, inv entories, accounts
payable , etc.) that affect operating cash flows.  See guidance in Section IV.B.1 of SEC
Release 33 -8350.

PRC Regulation, page 125

16. Please revise y our disclosure under this heading as follows:
 Make clear the classification of your wholly -owned and 70% owned PRC subsidiaries
under the Guidance Catalogue of Industries for Foreign Investment; and
 Make clear the status of each PRC entity under the Provisional Filing Administrative
Measures of Establishment and Modifications for Foreign Investment Enterprises.   Also,
please clarify whether any updates have been made to such filings, as necessary.

Gove rning Law/Waiver of Jury Trial , page 172

17. Please clarify whether the waiver of the right to a jury trial applies to claims made under
the federal securities laws.

Financial Statements

Notes to Consolidated Financial Statements

1. Organization and Principal activities, page F -7

18. We note y our disclosure that you accounted for the contractual arrangements and related
transactions akin to a reorganization of entities under common control.  Please explain
and expand your disclosure to describe the natur e of the control relationship between the
entities prior to the transactions.  Please refer to ASC 805 -50-50-4 and ASC 850 -10-50-6
for guidance.

2. Summary of Principal Accounting Policies, page F -11

(b) Basis of consolidation, page F -9

19. We note you entered into several agreements with Yihao Pharmacy and its nominee
shareholders.  Please disclose the duration and expiry date of each of the agreements.

20. We note your disclosure that you are the primary beneficiary of Yihao Pharmacy, Yihao
Pharmaceutical Chain and Shanghai Yaowang  (VIEs)  and consolidate their operations,

Weihao Xu
111, Inc.
June 13 , 2018
Page 5

 assets and liabilities.   Please provide us with a robust analysis on how you determined
that you are the  primary beneficiary  of the VIEs  and revise your disclosures as
appropriate.  Your expanded disclosure should address how you  are entitled to receive
substantially all economic benefits attributable to VIEs or absorb a majority of the VIE’s
losses.  Refer to FASB ASC 810 -10-25-38.  In add ition, provide the disclosures outli ned
in FASB ASC 810 -10-50-5A, as applicable.

(ab) Segment Reporting, page F -25

21. We note you offer several products as disclosed on page 112 .  Please tell us how you
considered the guidance in ASC 280 -10-50-40 in provid ing disclosure regarding revenues
by product.

Undertakings, page II -3

22. Please provide the undertakings required by Item 512(a)(5)(ii) and It em 512(a)(6) of
Regulation S -K.  Item 512(a)(5)(ii) is required for any prospectus filed in reliance on
Rule 430C  and Item 512(a)(6) is required for any offering that involves an initial
distribution of securities pursuant to Rule 159A.  For guidance, refer to Securities Act
Rules Compliance and Disclosure Interpretation, Question 229.01.

Exhibit Index, page II -4

23. Please file your lease agreements for the facilities described on page 124.  Refer to Item 8
of Form F -1.

You may contact Blaise Rhodes  at (202) 551 -3774 or Raj Rajan  at (202) 551 -3388 if you
have questions regarding comments on the financial statements and re lated matters.  Please
contact Jonathan Burr  at (202) 551 -5833 or Brigitte Lippmann at (202) 551 -3713 with any other
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