SEC Comment Letter 0000000000-23-013517 to EShallGo Inc. (EHGO)
EShallGo Inc.
Date: Dec. 12, 2023 · CIK: 0001879754 · Accession: 0000000000-23-013517
AI Filing Summary & Sentiment
File numbers found in text: 333-271478
Letter
United States securities and exchange commission logo December 12, 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. 5 to Registration Statement on Form F-1 Filed November 20, 2023 File No. 333-271478 Dear Qiwei Miao: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 15, 2023 letter. Amendment No. 5 to Registration Statement on Form F-1 filed November 20, 2023 PRC laws and regulations governing our current business operations are sometimes vague and uncertain. ..., page 48 1.We note your revisions to your disclosure in response to our comment 2. However, we believe that you have not restored all of the disclosure we referenced. For example, you continue to state that the legal environment and/or system "has some differences" and you generally reference "differences," rather than "uncertainties" in the PRC legal system. It is unclear to us that there have been changes in the regulatory environment in the PRC since the review of your amendment filed on June 30, 2023 warranting revised disclosure to mitigate the challenges you face and related disclosures. Please restore your disclosures here and in all other places where you discuss the legal risks of operating in China to the disclosures as they existed in the registration statement as of June 30, 2023.
FirstName LastNameQiwei Miao Comapany NameEShallGo Inc. December 12, 2023 Page 2 FirstName LastName Qiwei Miao EShallGo Inc. December 12, 2023 Page 2 Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 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
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United States securities and exchange commission logo
December 12, 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. 5 to Registration Statement on Form F-1
Filed November 20, 2023
File No. 333-271478
Dear Qiwei Miao:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 15, 2023 letter.
Amendment No. 5 to Registration Statement on Form F-1 filed November 20, 2023
PRC laws and regulations governing our current business operations are sometimes vague and
uncertain. ..., page 48
1.We note your revisions to your disclosure in response to our comment 2. However, we
believe that you have not restored all of the disclosure we referenced. For example, you
continue to state that the legal environment and/or system "has some differences" and you
generally reference "differences," rather than "uncertainties" in the PRC legal system. It is
unclear to us that there have been changes in the regulatory environment in the PRC since
the review of your amendment filed on June 30, 2023 warranting revised disclosure to
mitigate the challenges you face and related disclosures. Please restore your disclosures
here and in all other places where you discuss the legal risks of operating in China to the
disclosures as they existed in the registration statement as of June 30, 2023.
FirstName LastNameQiwei Miao
Comapany NameEShallGo Inc.
December 12, 2023 Page 2
FirstName LastName
Qiwei Miao
EShallGo Inc.
December 12, 2023
Page 2
Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 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