Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
July 19 2024 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN -PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2024
Commission File Number: 001-38639
111, Inc.
3-4/F, No.295 ZuChongZhi Road,
Pudong New Area
Shanghai, 201203
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F. Form 20-F ☒ Form
40-F ☐
Incorporation by Reference
This report on Form 6-K shall be deemed to be
incorporated by reference in the registration statements of 111, Inc. (the “Company”) on Form S-8 (No. 333-229313),
to the extent not superseded by documents or reports subsequently filed.
The Company intends to use this Form 6-K and the
accompanying exhibit to satisfy its reporting obligations under Item 16F(a) of its Form 20-F for the fiscal year ending December 31, 2024
to the extent provided in and permitted by Paragraph 2 of the Instructions to Item 16F of Form 20-F and plans to incorporate Exhibit 16.1
by reference into such Form 20-F to the extent necessary to satisfy such reporting obligations.
Change in Registrant’s
Independent Registered Public Accounting Firm
Effective as of July 19, 2024, the Company engaged
Grant Thornton Zhitong Certified Public Accountants LLP (“Grant Thornton”) as the Company’s independent registered public
accounting firm, and dismissed Deloitte Touche Tohmatsu Certified Public Accountants LLP
(“Deloitte”). The change in the Company’s independent registered public accounting firm has been duly approved by the
Company’s board of directors and audit committee. The decision was not made due to any disagreements with Deloitte.
| (a) | Dismissal of independent registered public accounting firm |
Deloitte has served as the Company’s independent
registered public accounting firm since 2018.
The audit reports of Deloitte on the consolidated
financial statements of the Company as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31,
2023, and on the Company's internal control over financial reporting as of December 31, 2023 and 2022, filed with the U.S. Securities
and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2022 and 2023,
and in the subsequent interim period preceding the expiry of Deloitte's engagement as the Company’s
independent registered public accounting firm, there has been no disagreement (as defined in Item 16F(a)(1)(iv) of the instruction
to Form 20-F and the related instructions thereto) with the Company on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused them
to make reference to the subject matter of the disagreements in their reports on the consolidated financial statements of the Company
for such fiscal years, and no “reportable events” occurred (as set forth in Item 16F(a)(1)(v) of the instruction to Form 20-F).
The Company has provided Deloitte with a copy
of the above disclosure and requested that Deloitte furnish the Company with a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of Deloitte’s letter is furnished as Exhibit 16.1 to this Form 6-K.
| (b) | Engagement of new independent registered public accounting firm |
Grant Thornton is engaged to audit and report
on the consolidated financial statements of the Company as of and for the year ending December 31, 2024. Grant Thornton will also audit
the Company’s internal control over financial reporting as of December 31, 2024.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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111, INC. |
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Date: July 19, 2024 |
By: |
/s/ Junling Liu |
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Name: |
Junling Liu |
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Title: |
Chief Executive Officer |
Exhibit 16.1
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Deloitte
Touche Tohmatsu
Certified
Public Accountants LLP
30/F
Bund Center
222
Yan An Road
East
Shanghai 200002, PRC
Tel:
+86 21 6141 8888
Fax:
+86 21 6335 0003
www.deloitte.com/cn
|
July 19, 2024
Securities and Exchange
Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Sirs/Madams:
We have read 111, Inc.’s
Form 6-K dated July 19, 2024, and have the following comments:
| 1. | We agree with the statements made
in the section “Dismissal of independent registered public accounting firm” for which we have a basis on which to
comment on, and we agree with the disclosures. |
| 2. | We have no basis on which to agree
or disagree with the statements made outside of the aforementioned section. |
Yours truly,
/s/ Deloitte Touche Tohmatsu Certified
Public Accountants LLP
Deloitte Touche Tohmatsu Certified Public
Accountants LLP
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