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November 15, 2022
Ming Zhao
Chief Financial Officer
China Jo-Jo Drugstores Holdings, Inc.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City, Zhejiang Province
People’s Republic of China, 310008
Re:China Jo-Jo Drugstores Holdings, Inc.
Amendment No. 4 to Registration Statement on Form F-3
Filed October 19, 2022
File No. 333-259692
Dear Ming Zhao:
            We have reviewed your amended 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 respond to this letter by amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 7, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-3 filed October 19, 2022
Cover Page
1.In each instance where you discuss the August 26 Statement of Protocol, please disclose
that the PCAOB will be required to reassess its determinations by the end of 2022.
2.We note your response to comment 2, as well as the following disclosure:  "To the extent
cash or assets in the business is in the PRC/Hong Kong or a 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 such entities, our subsidiaries, or the consolidated VIEs by the PRC

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 November 15, 2022 Page 2
 FirstName LastNameMing Zhao
China Jo-Jo Drugstores Holdings, Inc.
November 15, 2022
Page 2
government to transfer cash or assets."  In each instance where such disclosure appears,
please revise to include "the Company" along with "such entities, our subsidiaries, or the
consolidated VIEs."
Prospectus Summary, page 1
3.We note your response to comment 7, however your disclosure appears to continue to be
deficient.  In connection therewith:

•State whether you have been denied any permissions or approvals to operate your
business.

•We note your disclosure in the last paragraph on page 4 regarding the consequences
if you are required to obtain permissions or approvals to offer your securities in the
future as a result of changes in the law.  Revise to also address the consequences if
you inadvertently conclude that permissions or approvals to offer your securities are
not required.

•Include disclosure of the consequences to you if you, your subsidiaries, the VIEs or
the VIEs' subsidiaries:  (i) do not receive or maintain permissions or approvals to
operate your businesses, (ii) inadvertently conclude that permissions or approvals to
operate your businesses are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain permissions or approvals in the
future to operate your businesses.
4.Please revise or advise regarding your reference on page 13 to an entity named "Shanghai
Juhao."
General
5.We note your response to comment 5. In connection therewith:

•The disclosure in the sixth paragraph on your cover page disclosure states that a VIE
is an "entity whose financial statements are included in our consolidated financial
statements as a result of a series of agreements (“VIE Agreements”) which give us,
through our WFOE, the ability to conduct the operations in China and consolidate the
financial statements of such entities under the U.S. Generally Accepted Accounting
Principles (the “U.S. GAAP”)." Please revise to state that you have the ability to
conduct operations in China and consolidate the financial statements of such entities
for accounting purposes through the VIE Agreements to the extent you have satisfied
the conditions for consolidation of the VIEs under U.S. GAAP.

•We note your cover page disclosure that the economic benefits of the VIE's business
"are transferred to us through certain contractual arrangements and consolidate them
into our financial statements under U.S. GAAP as a primary beneficiary for

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 November 15, 2022 Page 3
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
November 15, 2022
Page 3
accounting purposes." Please revise to state that you receive the economic benefits of
the VIEs, are the primary beneficiary for accounting purposes, and consolidate their
financial statements through the VIE Agreements to the extent you have satisfied the
conditions for consolidation of the VIEs under U.S. GAAP. Make similar changes in
the first paragraph on page 2, first paragraph on page 13 and third paragraph on page
17.

•We note your revised disclosure on the cover page that discusses the consolidation of
the "financial statements of the VIEs as its primary beneficiary under the U.S.
GAAP" in place of your discussion of your "ability to manage the VIEs."  Revise to
state that you consolidate the VIEs financial statements and are their primary
beneficiaries for accounting purposes to the extent you satisfy the conditions for
consolidation of the VIEs under U.S. GAAP. Please make conforming changes on
pages 13 and 18 where you continue to discuss your "ability to effectively manage
the VIEs and receive economic benefits from it."
6.In an appropriate place, please discuss the arrangement between Mainland China and the
Hong Kong Special Administrative Region for the Avoidance of Double Taxation and
the Prevention of Fiscal Evasion.  In revising your disclosure, please also discuss China's
Enterprise Tax Law, which imposes a withholding income tax of 10% on dividends
distributed by a Foreign Invested Enterprise to its immediate holding company outside of
Mainland China unless such holding company is registered in Hong Kong or other
jurisdictions that have a tax treaty with Mainland China, in which case the tax is 5%
(subject to a qualification review at the time of the distribution).

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 November 15, 2022 Page 4
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
November 15, 2022
Page 4
            You may contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen