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January 13, 2023
Qiwei Miao
Chief Executive Officer
EShallGo Inc.
12F Block 16, No.1000 Jinhai Road
Pudong New District
Shanghai, China 201206
Re:EShallGo Inc.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted December 22, 2022
CIK No. 0001879754
Dear Qiwei Miao:
            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 your 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.
Amendment No. 3 to Draft Registration Statement on Form F-1 filed December 22, 2022
Summary of Financial Position and Cash Flows of Eshallgo Inc., Subsidiaries and the VIEs, page
10
1.We note your presentation of the condensed consolidating schedules for the years ended
March 31, 2022 and 2021. Please address the following with respect to these schedules:

•The consolidated total net income and comprehensive income for the year ended
March 31, 2022 is not consistent with your consolidated statements of income and
comprehensive income presented on page F-4.  Please revise to reconcile the
difference.

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 January 13, 2023 Page 2
 FirstName LastName
Qiwei Miao
EShallGo Inc.
January 13, 2023
Page 2
•Please clarify your determination of the consulting fee in relation to services rendered
by WFOE.  Please tell us how it is consistent with your VIE contractual agreements
and your consolidated financial statements presented.
•Please tell us and disclose your consideration for not presenting any activity under the
Eshallgo, Subsidiary, and WFOE columns in the consolidating schedules as of and
for the year ended March 31, 2021.
Risks Related to Our Corporate Structure and Operation, page 13
2.We note your written response and revised disclosure in response to comment 2, however,
we continue to note instances in which you reference "control" over your VIEs.  Please
make consistent revisions throughout, such as on pages 13 and 40-42, as examples only.
Further, in the first bullet point under this caption and on page 42, we note the use of the
term "our" VIE.  Consistent with comment 4 of our letter dated May 13, 2022, please
revise.
Business
Overview, page 87
3.We note your written response to comment 1.  We cannot find the revised disclosure in
your amendment.  We do note your disclosure on page 88, "[a]lthough the Chinese
economy annual growth rates no longer sustain an unprecedented level of 10%-plus as in
the last decades..."  Please revise to state the most recent year the Chinese economy grew
by 10% or more.
Enforceability of Civil Liabilities, page 163
4.Given that you appear to have one or more directors, officers or members of senior
management located in the PRC and/or Hong Kong, please revise this section to state as
much, and identify the relevant individuals.
EShallgo Inc. and Subsidiaries Consolidated Financial Statements
Note 1 - Organization and Business Description, page F-7
5.The net income for the year ended March 31, 2022 for the VIEs disclosed in the table on
page F-11 is inconsistent with that noted in the consolidated financial statements on page
F-4.  Please explain the reasons for this difference or reconcile and revise these
disclosures.

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 January 13, 2023 Page 3
 FirstName LastName
Qiwei Miao
EShallGo Inc.
January 13, 2023
Page 3
            You may contact Suying Li at 202-551-3335 or Linda Cvrkel at 202-551-3813  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services