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Correspondence 0001104659-24-075774 from EShallGo Inc. (EHGO)

EShallGo Inc.
Date: June 27, 2024 · CIK: 0001879754 · Accession: 0001104659-24-075774

Regulatory Compliance Financial Reporting Related Party / Governance

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File numbers found in text: 333-271478

Date
June 10, 2024
Author
/s/ Qiwei Miao
Form
CORRESP
Company
EShallGo Inc.

Letter

Division of Corporation Finance Office of Trade & Services Re: Eshallgo Inc Amendment No. 10 to Registration Statement on Form F-1 Filed June 10, 2024 File No. 333-271478

Dear Mr. Anderegg:

This letter is in response to your letter on June 24, 2024 in which you provided comments to Amendment No. 10 to Registration Statement on Form F-1 (the “Registration Statement”) of Eshallgo Inc (the “Company”) filed with the U.S. Securities and Exchange Commission on June 10, 2024. On the date hereof, the Company has submitted Amendment No. 11 to Registration Statement on Form F-1 (“Amendment No. 11”). We set forth below in bold the comment in your letter relating to the F-1 followed by our response to the comment.

Amendment No. 10 to Registration Statement on Form F-1 filed Mau 17, 2024

Director and Executive Compensation

Director Compensation - Fiscal Years 2023 and 2022, page 166

1. We note your revised disclosure in response to comment 2. Please also update your director compensation for the most recent fiscal year ended March 31, 2024.

RESPONSE: We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the disclosre in the executive compensation section on page 166 of Amendment No. 11 to include that during fiscal years 2024 and 2023, no members of our Board of Directors received compensation in their capacity as directors, other than that Mr. Zhidan Mao received approximately $30,183 and $31,771, Mr. Qiwei Miao received approximately $33,552 and $32,793, and Chun Lyu received approximately $16,776 and $15,768, respectively.

We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Grace Bai, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or gbai@orllp.legal.

Sincerely,
/s/ Qiwei Miao

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CORRESP
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Eshallgo Inc

12F Block 16, No.1000 Jinhai Road

Pudong New District

Shanghai, China 201206

June
27, 2024

Division of Corporation
Finance

Office of Trade &
Services

U.S. Securities
and Exchange Commission

Washington, D.C. 20549-4720

Attn: Scott Anderegg

    Re:
    Eshallgo Inc

    Amendment No. 10 to Registration Statement on Form F-1

    Filed June 10, 2024

    File No. 333-271478

Dear Mr. Anderegg:

This
letter is in response to your letter on June 24, 2024 in which you provided comments to Amendment No. 10 to Registration Statement
on Form F-1 (the “Registration Statement”) of Eshallgo Inc (the “Company”) filed with the U.S. Securities
and Exchange Commission on June 10, 2024. On the date hereof, the Company has submitted Amendment No. 11 to Registration Statement
on Form F-1 (“Amendment No. 11”). We set forth below in bold the comment in your letter relating to the F-1 followed
by our response to the comment.

Amendment
No. 10 to Registration Statement on Form F-1 filed Mau 17, 2024

Director and Executive Compensation

Director Compensation - Fiscal Years 2023 and 2022, page 166

    1.
    We note your revised disclosure in response to comment 2. Please also update your director compensation for the most recent fiscal year ended March 31, 2024.

RESPONSE:
We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the disclosre in the executive
compensation section on page 166 of Amendment No. 11 to include that during fiscal years 2024 and 2023,
no members of our Board of Directors received compensation in their capacity as directors, other than that Mr. Zhidan Mao received
approximately $30,183 and $31,771, Mr. Qiwei Miao received approximately $33,552 and $32,793, and Chun Lyu received approximately
$16,776 and $15,768, respectively.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Grace Bai, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal, jye@orllp.legal or gbai@orllp.legal.

    Sincerely,

    /s/ Qiwei Miao

    Qiwei Miao

    Chief Executive Officer