SecProbe.io

September 3, 2024
Zhi Yang
Chief Executive Officer
ESG Inc.
523 School House Road
Kennett Square, PA 19348
Re:ESG Inc.
Registration Statement on Form S-1
Filed August 21, 2024
File No. 333-281681
Dear Zhi Yang:
            We have conducted a limited review of your registration statement and have the following
comments.
            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.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure that the "offering will terminate on the date which is 270 days
from the effective date of this prospectus, although [you] may close the offering on any
date prior if the offering is fully subscribed or upon the vote of [y]our board of directors."
Please revise your cover page to disclose the specific date that your best efforts offering
will end, so that it is clear to investors when this offering will terminate. Refer to Item
501(b)(8)(iii) of Regulation S-K for guidance.
2.Please revise your cover page to include the information required under Items 501(b)(4)
and (b)(5) of Regulation S-K.
We note your disclosure on pages 9 and 26 that Mr. Zhi Yang, through DCG China
Limited, is the beneficial owner of 83.53% of the issued and outstanding shares of
common stock of ESG Inc. and, as a result, your executive officers may be able to "elect
or defeat the election of [y]our directors, amend or prevent amendment to [y]our 3.

September 3, 2024
Page 2
certificates of incorporation or bylaws, effect or prevent a merger, sale of assets or other
corporate transaction, and control the outcome of any other matter submitted to the
shareholders for vote." Please revise your cover page to disclose that Mr. Zhi Yang
controls 83.53% of the issued and outstanding shares of the company's common stock and
include a discussion of the consequences. In this regard, you may include a cross-
reference to your risk factor disclosure on page 26.
4.Please disclose prominently on the cover page that you are not a Chinese operating
company but a Nevada holding company with operations conducted by your subsidiaries.
Provide a cross-reference to your detailed discussion of risks facing the company and the
offering as a result of your organizational structure.
5.Provide prominent disclosure on your cover page about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China. Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of the securities you are registering for sale or
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless. Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to the use of variable interest entities and
data security or anti-monopoly concerns, have or may impact the company’s ability to
conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange.
6.Please prominently disclose on your cover page whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021 and whether and how
the Holding Foreign Companies Accountable Act and related regulations will affect your
company. In addition, disclose that trading in your securities may be prohibited under the
Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate completely your auditor, and that as a result an exchange may
determine to delist your securities.
7.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. For example, disclose, if true, that your subsidiaries conduct
operations in China. Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
8.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between the holding company, its subsidiaries, or to
investors, and quantify the amounts where applicable. Provide a cross-reference to the
consolidated financial statements. In this regard, you may provide a cross-reference to
your disclosure on page 7 detailing the process by which the Company will settle amounts
owed under the WFOE structure.
9.Identify clearly the entity in which investors are purchasing their interest and the
entity(ies) in which the company’s operations are conducted.

September 3, 2024
Page 3
Company Overview, page 1
10.We note your disclosure that on February 17, 2023, the China Securities Regulatory
Commission, or CSRC, issued the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies, or the Trial Measures, which became
effective on March 31, 2023 and that pursuant to the Trial Measures, domestic companies
that seek to offer or list securities overseas, both directly and indirectly, should fulfill the
filing procedure and report relevant information to the CSRC. We also note your
disclosure that "[s]ince there is no offering," you have not sought CSRC approval and
that, instead, you have relied on the legal opinion filed as Exhibit 99.1. Since this
registration statement registers an offering, please update your disclosure in this regard.
We also note that the opinion filed as Exhibit 99.1 consents to its use solely for the
purpose of the 8-K filed on the date of the opinion. If you intend to rely on the opinion
filed as Exhibit 99.1 for this disclosure, please file an updated opinion which consents to
its use in connection with this registration statement. We also note other instances where
you rely on the opinion for your disclosure, such as on page 6 with respect to your
disclosure regarding the CSRC, and on page 7 with respect to your disclosure regarding
the CAC. Please ensure any updated opinion you file consents to these disclosures as well.
If you are not able to file an updated opinion which consents to its use in connection with
the disclosures you have made in this registration statement, remove your references to
the opinion throughout and explain the basis for your related disclosure.
Prospectus Summary, page 1
11.Please revise your disclosure on page 2 to identify which entity or entities own the
remaining ownership interest of Hainan ESG Tech Co., Ltd.
12.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Please expand your disclosure in the last paragraph on page 5 to disclose each permission
or approval that you or your subsidiaries are required to obtain from Chinese authorities to
offer the securities being registered to foreign investors. With respect to the permissions
or approvals that you or your subsidiaries are required to obtain from Chinese authorities
to operate your business, to list or become quoted on U.S. exchanges and/or quotation
services, or to offer your securities to foreign investors, please also describe the 13.

September 3, 2024
Page 4
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
Risk Factors
Risks Related to Doing Business in China
You may experience difficulties in effecting service of legal process, enforcing foreign judgments
or bringing actions in China . . . , page 20
14.Please revise your disclosure here to specifically discuss whether any of your officers or
directors are located in China and, if so, describe the risks associated with the difficulty of
bringing actions against individuals located in China (other other foreign jurisdictions)
and explain that it may be difficult to enforce any judgments obtained from foreign courts
against any officers or directors located in China. If any of your officers or directors are
located in China, please include summary risk factor disclosure in your prospectus
summary.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Matt Stout, Esq.