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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/21 111, Inc. 20-F 12/31/20 119:15M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 2.25M
Non-Canadian Issuer
2: EX-4.26 Instrument Defining the Rights of Security Holders HTML 121K
3: EX-4.27 Instrument Defining the Rights of Security Holders HTML 68K
4: EX-4.28 Instrument Defining the Rights of Security Holders HTML 231K
5: EX-8.1 Opinion of Counsel re: Tax Matters HTML 33K
8: EX-13.1 Annual or Quarterly Report to Security Holders HTML 33K
9: EX-13.2 Annual or Quarterly Report to Security Holders HTML 33K
6: EX-12.1 Statement re: the Computation of Ratios HTML 37K
7: EX-12.2 Statement re: the Computation of Ratios HTML 37K
10: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 36K
11: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 35K
12: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 33K
19: R1 Document and Entity Information HTML 108K
20: R2 Consolidated Balance Sheets HTML 144K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K
22: R4 Consolidated Statements of Comprehensive Loss HTML 118K
23: R5 Consolidated Statements of Comprehensive Loss HTML 34K
(Parenthetical)
24: R6 Consolidated Statements of Changes in HTML 122K
Shareholders' (Deficit) Equity
25: R7 Consolidated Statements of Changes in HTML 34K
Shareholders' (Deficit) Equity (Parenthetical)
26: R8 Consolidated Statements of Cash Flows HTML 151K
27: R9 Organization and Principal Activities HTML 66K
28: R10 Summary of Principal Accounting Policies HTML 315K
29: R11 Short-Term Investments HTML 40K
30: R12 Notes Receivable HTML 33K
31: R13 Inventories HTML 39K
32: R14 Prepayment and Other Current Assets HTML 47K
33: R15 Property and Equipment HTML 50K
34: R16 Long-Term Investments HTML 43K
35: R17 Leases HTML 59K
36: R18 Short-Term Borrowings HTML 38K
37: R19 Accrued Expenses and Other Current Liabilities HTML 54K
38: R20 Redeemable Non-Controlling Interests HTML 43K
39: R21 Non-Controlling Interests HTML 35K
40: R22 Ordinary Shares HTML 38K
41: R23 Net Revenues HTML 68K
42: R24 Share-Based Compensation HTML 141K
43: R25 Loss Per Share HTML 55K
44: R26 Income Tax Expense HTML 73K
45: R27 Related Party Transactions HTML 47K
46: R28 Mainland China Contribution Plan HTML 35K
47: R29 Restricted Net Assets HTML 35K
48: R30 Commitments and Contingencies HTML 34K
49: R31 Additional Financial Information-Financial HTML 203K
Statements Schedule I
50: R32 Summary of Principal Accounting Policies HTML 397K
(Policies)
51: R33 Organization and Principal Activities (Tables) HTML 65K
52: R34 Summary of Principal Accounting Policies (Tables) HTML 243K
53: R35 Short-Term Investments (Tables) HTML 39K
54: R36 Inventories (Tables) HTML 40K
55: R37 Prepayment and Other Current Assets (Tables) HTML 47K
56: R38 Property and Equipment (Tables) HTML 49K
57: R39 Long-Term Investments (Tables) HTML 42K
58: R40 Leases (Tables) HTML 60K
59: R41 Accrued Expenses and Other Current Liabilities HTML 54K
(Tables)
60: R42 Redeemable Non-Controlling Interests (Tables) HTML 42K
61: R43 Net Revenues (Tables) HTML 65K
62: R44 Share-Based Compensation (Tables) HTML 137K
63: R45 Loss Per Share (Tables) HTML 56K
64: R46 Income Tax Expense (Tables) HTML 67K
65: R47 Related Party Transactions (Tables) HTML 45K
66: R48 Organization and Principal Activities (Details) HTML 36K
67: R49 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - Basis HTML 50K
of consolidation (Details)
68: R50 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - HTML 141K
Balances of the VIEs and Short-term investments
(Details)
69: R51 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - HTML 39K
Accounts receivable net (Details)
70: R52 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - HTML 40K
Intangible assets and Others (Details)
71: R53 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - Product HTML 43K
Revenues and Service revenues (Details)
72: R54 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - HTML 48K
Property and equipment (Details)
73: R55 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - Selling HTML 42K
and marketing expenses and Others (Details)
74: R56 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - HTML 53K
Concentration of credit risk (Details)
75: R57 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - Fair HTML 42K
value (Details)
76: R58 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - HTML 36K
Treasury Stock (Details)
77: R59 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - Product HTML 55K
revenues and segment profit/(Loss) (Details)
78: R60 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - HTML 67K
Reconciliation of reportable segment revenues
(Details)
79: R61 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - HTML 58K
Revenues from different product groups and
services (Details)
80: R62 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - HTML 33K
Convenience translation (Details)
81: R63 Short-Term Investments (Details) HTML 48K
82: R64 Notes Receivable (Details) HTML 43K
83: R65 Inventories (Details) HTML 36K
84: R66 Prepayment and Other Current Assets (Details) HTML 48K
85: R67 Property and Equipment (Details) HTML 50K
86: R68 Long-Term Investments (Details) HTML 46K
87: R69 Leases (Details) HTML 77K
88: R70 Short-Term Borrowings (Details) HTML 116K
89: R71 Accrued Expenses and Other Current Liabilities HTML 59K
(Details)
90: R72 Redeemable Non-Controlling Interests (Details) HTML 54K
91: R73 Non-Controlling Interests (Details) HTML 51K
92: R74 Ordinary Shares (Details) HTML 93K
93: R75 NET REVENUES - Disaggregation of revenues HTML 51K
(Details)
94: R76 NET REVENUES - Contract balance (Details) HTML 51K
95: R77 Share-Based Compensation (Details) HTML 44K
96: R78 Share-Based Compensation - Employee Share options HTML 69K
(Details)
97: R79 SHARE-BASED COMPENSATION - Assumptions used to HTML 56K
estimate the fair values of the share options
granted (Details)
98: R80 SHARE-BASED COMPENSATION - Employee option HTML 88K
activity (Details)
99: R81 SHARE-BASED COMPENSATION - Non-Employee Share HTML 60K
options (Details)
100: R82 SHARE-BASED COMPENSATION - Restricted Share Units HTML 82K
(Details)
101: R83 SHARE-BASED COMPENSATION - Employee ownership plan HTML 50K
of Yaofang (Details)
102: R84 SHARE-BASED COMPENSATION - Employee ownership plan HTML 88K
(Details)
103: R85 SHARE-BASED COMPENSATION - Share-based HTML 54K
compensation for all share options and restricted
share units (Details)
104: R86 LOSS PER SHARE - Computation of basic and diluted HTML 42K
loss per share (Details)
105: R87 LOSS PER SHARE - Shae options outstanding excluded HTML 36K
from calculation of diluted loss per share
(Details)
106: R88 Income Tax Expense (Details) HTML 62K
107: R89 Income Tax Expense - Principal components of HTML 54K
deferred income tax assets and liabilities
(Details)
108: R90 Related Party Transactions (Details) HTML 41K
109: R91 Mainland China Contribution Plan (Details) HTML 33K
110: R92 Restricted Net Assets (Details) HTML 39K
111: R93 Additional Financial Information - Financial HTML 97K
Statements Schedule I - Balance Sheets (Details)
112: R94 Additional Financial Information - Financial HTML 51K
Statements Schedule I - Balance Sheets -
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113: R95 Additional Financial Information - Financial HTML 78K
Statements Schedule I - Statements of
Comprehensive Loss (Details)
114: R96 Additional Financial Information - Financial HTML 35K
Statements Schedule I - Statements of
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115: R97 Additional Financial Information - Financial HTML 96K
Statements Schedule I - Statements of Cash Flows
(Details)
117: XML IDEA XML File -- Filing Summary XML 216K
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116: EXCEL IDEA Workbook of Financial Reports XLSX 154K
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14: EX-101.DEF XBRL Definitions -- yi-20201231_def XML 1.02M
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16: EX-101.PRE XBRL Presentations -- yi-20201231_pre XML 1.53M
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118: JSON XBRL Instance as JSON Data -- MetaLinks 487± 754K
119: ZIP XBRL Zipped Folder -- 0001104659-21-058014-xbrl Zip 645K
Exhibit 4.27
Supplementary Agreement of Capital Increase Agreement
in respect of
Yao Fang Information Technology (Shanghai) Co., Ltd.
Dated August 26, 2020
1
This Supplementary Agreement of Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd. (this “Supplementary Agreement”) is made in Shanghai as of August 26, 2020 by and among:
A. Yao Fang Information Technology (Shanghai) Co., Ltd., a limited liability company duly incorporated and validly existing under the PRC Laws, whose unified social credit code is 913101150747824207 and registered address is at Room 805, Tower B, Building 1#, No. 977 Shangfeng Road, Tangzhen, Pudong New Area, Shanghai (the “Company” or “Yao Fang Shanghai”);
B. Yao Wang Corporation Limited (company number: 1918271), a limited company duly incorporated and validly existing under the laws of Hong Kong, China, whose registered address is at Unit 402, 4th Floor, Fairmont House, No. 8 Cotton Tree Drive, Admiralty, Hong Kong (the “Existing Shareholder” or “Yao Wang”);
C. Ningbo Youkai Business Management Partnership (LP), a limited partnership duly incorporated and validly existing under the PRC Laws, whose unified social credit code is 91330225MA283KBGX3 and registered address is at 3/F, northeast of Zhaohui Road and Changming Road, Xizhou Town, Xiangshan County, Zhejiang (“Youkai”);
D. Shanghai SOE Reform & Development Equity Investment Fund Partnership (LP), a limited partnership duly incorporated and validly existing under the PRC Laws, whose unified social credit code is 91310000MA1FL5U017 and registered address is at 2A, Building 1#, No. 9 Zhenning Road, Changning District, Shanghai (the “SOE Reform Fund”);
E. Ningbo Liangji Industrial Co., Ltd., a limited liability company duly incorporated and validly existing under the PRC Laws, whose unified social credit code is 913302825839883985 and registered address is at 30 & 32, Sanhai Road, East Zone, Guanhaiwei Town Industrial Park, Cixi, Zhejiang (“Liangji”);
F. Zhenjiang Huixin Equity Investment Partnership (LP), a limited partnership duly incorporated and validly existing under the PRC Laws, whose unified social credit code is 91321102MA21QR306J and registered address is at Room 301, Building 2#, Cloud Times Square, No. 259 Miaojiawan Road, Zhengdonglu Street, Jingkou District, Zhenjiang (“Huixin”);
G. Hezhou Hongshi Equity Investment Partnership (LP), a limited partnership duly incorporated and validly existing under the PRC Laws, whose unified social credit code is 91451100MA5NH9YN91 and registered address is at No. 1 Tianhe Avenue, Hezhou Eco-Industrial Park, Guangxi (“Hongshi”);
H. Shanghai Yaoxing Business Management Partnership (LP), a limited partnership duly incorporated and validly existing under the PRC Laws, whose unified social credit code is 91310115MA1HBBND7J and registered address is at 1/F, Building 1#, No. 977 Shangfeng Road, Pudong New Area, Shanghai (“Yaoxing”);
I. Shanghai Yaoshu Business Management Partnership (LP), a limited partnership duly incorporated and validly existing under the PRC Laws, whose unified social credit code is 91310115MA1HBBGY4Q and registered address is at 1/F, Building 1#, No. 977 Shangfeng Road, Pudong New Area, Shanghai (“Yaoshu”); and
2
J. Xinjiang Junying Hongyin Investment Management Partnership (LP), a limited partnership duly incorporated and validly existing under the PRC Laws, whose unified social credit code is 91650100MA77W62Q2L and registered address is at Room 702, 7/F, Weixing Plaza, No. 473 Weixing Road, Urumqi Economic & Technological Development Zone, Xinjiang (“Junying”).
Each of Youkai, the SOE Reform Fund, Liangji, Huixin, Hongshi, Yaoxing, Yaoshu and Junying is referred to herein individually as an “Investor” and collectively as the “Investors”, and each of Yao Fang Shanghai, Yao Wang and the Investors is referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS:
1. The Parties of this Supplementary Agreement have signed the Capital Increase Agreement on August 10, 2020 (“Capital Increase Agreement”), according to the terms and conditions of which the Investors have subscribed RMB82,479,371.31 of the Company’s Newly Increased Registered Capital at the total price of RMB419,820,000.
2. After the Completion of the Capital increase, the registered capital of Yao Fang Shanghai shall change from USD250,000,000 into RMB1,719,940,427.47, of which, Yao Wang shall hold 95.2046% of the shares of the Company, and the Investors shall hold 4.7954% of the shares of the Company in aggregate.
The Parties hereby agree to sign this Supplementary Agreement and further agree as follows:
1. The Article 6.8 (Right of redemption) of Capital Increase Agreement shall be amended as below:
(1) If the Company fails to achieve a Qualified IPO prior to the Expected Date of IPO, from the date immediately following the Expected Date of IPO or such later date as agreed pursuant to Section 6.7, each Investor shall have the right to request the Yao Wang (to the extent permitted by the PRC Laws) to redeem all or part of the shares held by it in the Company then (“Sale Shares”) at such price and in such manner as set forth in Section 6.8(2), provided that such Investor shall deliver a written notice of redemption to the Company at least ninety (90) days in advance, so that the Company will have sufficient time to arrange such redemption. The Company shall assume the liability for guaranteeing the performance of such obligation of redemption by Yao Wang.
(2) The price to be paid by the Company for the Sale Shares pursuant to Section 6.8(1) shall be equal to the price paid by such Investor in the Capital Increase, i.e. RMB5.09 for each RMB1 of the registered capital, plus interest at the rate of 6% per annum (simple interest). If the redemption occurs at any date that is not an anniversary of the Completion Date, the interest shall be calculated on the basis of the actual period in which such Investor holds the shares of the Company.
2. Confidentiality
Without the prior written consent of the other parties to this Supplementary Agreement, neither party in this Supplementary Agreement shall and shall require its respective affiliates, consultants and their respective representatives not to disclose this Supplementary Agreement and any of its terms to any third party, unless (i) as required by the applicable laws, rules of the stock exchange on which the shares of any Party are listed or any competent government authority; or (ii) to the representatives or consultant of a Party who need to know such information provided that such representatives or consultant have undertaken to comply with the provisions.
3
3. Governing Law and Dispute Resolution
3.1 The formation, validity, execution, interpretation and dispute resolution in respect of this Supplementary Agreement shall be governed by the PRC Laws.
3.2 Any dispute arising out of or in connection with this Supplementary Agreement, or any breach, termination or invalidity of this Supplementary Agreement, shall be submitted to the Shanghai International Arbitration Center (“SHIAC”), for settlement by arbitration in Shanghai in accordance with the arbitration rules of the SHIAC in force when the arbitration notice is submitted. The language of arbitration shall be Chinese. The arbitration award made by the tribunal shall be final and binding upon the Parties.
4. Miscellaneous
4.1 This Supplementary Agreement shall take effect on the date it is executed by the Parties and constitute an integral part of the Capital Increase Agreement. In case this Supplementary Agreement is inconsistent with the Capital Increase Agreement, this Supplementary Agreement shall prevail. Any other matters not stipulated in this Supplementary Agreement shall be governed by the relevant stipulations of the Capital Increase Agreement.
4.2 Any amendment, modification, waiver, rescission or termination in respect of this Supplementary Agreement shall be made by a written agreement signed by the Parties.
4.3 Unless otherwise provided herein, the relevant interpretation or abbreviation of the Capital Increase Agreement also applies to this Supplementary Agreement.
4.4 If any provision hereof is held illegal, invalid of unenforceable in whole or in part under the applicable laws, such illegal, invalid of unenforceable provision or part shall not be deemed as part of this Supplementary Agreement, but the legality, validity and enforceability of the remaining provisions of this Supplementary Agreement shall not be affected. The Parties shall negotiate to replace such provision that is deemed to be deleted from this Supplementary Agreement with a legal, valid and acceptable provision that comes closest to expressing the original intent of the Parties herein.
4.5 This Supplementary Agreement shall be made in Chinese and executed in twelve (12) counterparts. Each Party shall hold one (1) counterpart, and the remaining counterparts shall be kept by the Company, for use in the relevant approval, filing and registration procedures.
(End of text)
4
[Signature Page to Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.
Yao Fang Information Technology (Shanghai) Co., Ltd. (seal)
/s/ Seal of Yao Fang Information Technology (Shanghai) Co., Ltd. | | ||
| | | |
By: | /s/ Qing Mou | | |
| | | |
Name: | | ||
| | | |
Title: | Legal representative | | |
5
[Signature Page to Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.
Yao Wang Corporation Limited (seal)
| |||
| | ||
By: | /s/ Gang Yu | | |
| | | |
Name: | | ||
| | | |
Title: | Authorized representative | | |
6
[Signature Page to Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.
Ningbo Youkai Business Management Partnership (LP) (seal)
| | | |
/s/ Seal of Ningbo Youkai Business Management Partnership (LP) | | ||
| | ||
By: | /s/ Wenyong Zheng | | |
| | | |
Name: | | ||
| | | |
Title: | Managing Partner | | |
7
[Signature Page to Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.
Shanghai SOE Reform & Development Equity Investment Fund Partnership (LP) (seal)
| | | |
/s/ Seal of Shanghai SOE Reform & Development Equity Investment Fund Partnership (LP) | | ||
| | | |
By: | /s/ Weiguang Shou | | |
| | | |
Name: | | ||
| | | |
Title: | Authorized representative | | |
8
[Signature Page to Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.
Ningbo Liangji Industrial Co., Ltd. (seal)
| | | |
| |||
| | ||
By: | /s/ Liping Ruan | | |
| | | |
Name: | | ||
| | | |
Title: | Legal representative or authorized representative | | |
9
[Signature Page to Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.
Zhenjiang Huixin Equity Investment Partnership (LP) (seal)
/s/ Seal of Zhenjiang Huixin Equity Investment Partnership (LP) | | ||
| | ||
By: | /s/ Bo Wu | | |
| | | |
Name: | | ||
| | | |
Title: | Authorized representative | | |
10
[Signature Page to Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.
Hezhou Hongshi Equity Investment Partnership (LP) (seal)
| | | |
/s/ Seal of Hezhou Hongshi Equity Investment Partnership (LP) | | ||
| | ||
By: | /s/ Zhengdong Ding | | |
| | | |
Name: | | ||
| | | |
Title: | Managing Partner | | |
11
[Signature Page to Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.
Shanghai Yaoxing Business Management Partnership (LP) (seal)
/s/ Seal of Shanghai Yaoxing Business Management Partnership | | ||
| | ||
By: | /s/ Ding Liu | | |
| | | |
Name: | | ||
| | | |
Title: | Managing Partner | | |
12
[Signature Page to Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.
Shanghai Yaoshu Business Management Partnership (LP) (seal)
| |||
| | ||
By: | /s/ Yang Chen | | |
| | | |
Name: | | ||
| | | |
Title: | Managing Partner | | |
13
[Signature Page to Capital Increase Agreement in respect of Yao Fang Information Technology (Shanghai) Co., Ltd.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.
Xinjiang Junying Hongyin Investment Management Partnership (LP) (seal)
/s/ Seal of Xinjiang Junying Hongyin Investment Management Partnership (LP) | | ||
| | ||
By: | /s/ Yang Yang | | |
| | | |
Name: | Yang Yang | | |
| | | |
Title: | Authorized representative | | |
14
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/30/21 | None on these Dates | ||
| For Period end: | 12/31/20 | |||
| 8/26/20 | ||||
| 8/10/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/28/23 111, Inc. 20-F 12/31/22 109:13M Toppan Merrill/FA 4/29/22 111, Inc. 20-F 12/31/21 110:14M Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/20 111, Inc. 20-F 12/31/19 116:12M Toppan Merrill/FA 1/22/19 111, Inc. S-8 1/22/19 4:593K Toppan Merrill/FA 8/29/18 111, Inc. F-1/A 13:5.9M Toppan Merrill-FA 8/15/18 111, Inc. F-1 26:7.9M Toppan Merrill-FA |