SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 May 2, 2025

Qiwei Miao
Chief Executive Officer
EShallGo Inc.
12F Block 16, No.1000 Jinhai Road
Pudong New District
Shanghai, China 201206

 Re: EShallGo Inc.
 Form 20-F for Fiscal Year Ended March 31, 2024
 File No. 001-42154
Dear Qiwei Miao:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Qiwei Miao
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Eshallgo Inc.

 12F Block 16, No.1000 Jinhai Road

 Pudong New District

 Shanghai, China 201206

 April 11, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Scott Anderegg

 Cara Wirth

 Re:
 Eshallgo Inc.

 Annual Report on Form 20-F

 Filed July 31, 2024

 File No. 001-42154

 Ladies and Gentlemen:

 We are in receipt of the comment letter dated
March 28, 2025 regarding Eshallgo Inc. (the "Company", "Eshallgo Cayman" or "we") from the U.S. Securities
and Exchange Commission staff (the "Staff"). As requested by the Staff, we have provided responses to the questions raised
by the Staff. For your convenience, the summarized matters are listed below, followed by our responses:

 Annual Report on Form 20-F Filed July 31, 2024

 General

 1. Please
provide more specific and prominent disclosures about the legal and operational risks associated with China-based companies. To the extent
the Division of Corporation Finance's Sample Letter to China-Based Companies, issued by the Staff in December 2021, requests disclosure
on the prospectus cover page or in the prospectus summary, please provide such disclosure in a separate section at the beginning of Item
3 of Form 20-F. For example, include disclosure regarding the legal and operational risks, permissions and approvals that you, your subsidiaries
or the VIEs are required to obtain from Chinese authorities to operate your business as well as summary risk factors. In addition, include
a discussion of the transfer of cash within the company in Item 5 of Form 20-F. Please explain to us how you will revise future filings
to comply with our comment by providing us with a response letter with your proposed disclosures.

 RESPONSE: We note the Staff's
comment, and, in response hereto, respectfully advise the Staff that we will revise future filings to comply with the Staff's comment
in the following ways:

 We will update Item 3 of Form 20-F to
include a separate section at the beginning outlining the following disclosures:

 Cayman Holding Company

 We are incorporated in the Cayman Islands.
As a holding company with no material operations of our own, we conduct our operations in China through the variable interest entities,
Junzhang Digital Technology (Beijing) Co., Ltd. and Junzhang Digital Technology (Shanghai) Co., Ltd., or Junzhang Beijing and Junzhang
Shanghai, (the "VIEs"). This structure involves unique risks to investors. We commenced our commercial operations in 2015
through Junzhang Digital Technology (Shanghai) Co., Ltd.. On June 16, 2021, to facilitate offshore financing, we incorporated Eshallgo
Inc. under the laws of the Cayman Islands as our offshore holding company. On June 30, 2021, we established Junzhang Monarch Limited,
or Junzhang HK, our wholly-owned Hong Kong subsidiary, and on July 22, 2021, we established Shanghai Eshallgo Enterprise Development (Group)
Co., Ltd., or WOFE, which is a wholly-owned subsidiary of Junzhang HK and does not engage in any businee activity.

 You are not investing in Junzhang Beijing
or Junzhang Shanghai, the VIEs. Neither we nor our subsidiaries own any share in, Junzhang Beijing and Junzhang Shanghai. Instead, we
receive the economic benefits of, Junzhang Beijing or Junzhang Shanghai's business operation through a series of contractual agreements,
or the VIE Agreements, which have not been tested in court. As a result of our indirect ownership in the Wholly Foreign-Owned Enterprise
(the "WFOE") and the VIE Agreements, we are regarded as the primary beneficiary of the VIE. The VIE structure provides contractual
exposure to foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies
and investors directly holding equity interests in the Chinese operating entities. However, as of the date of this annual report, the
VIE agreements have not been tested in a court of law. We and our investors do not have an equity ownership in, direct foreign investment
in, or control through such ownership/investment of the VIEs. Therefore, the VIE agreements do not give us the same controlling power
as if we had equity ownership in the VIE. In August and December 2021, Eshallgo WFOE, which is our PRC subsidiary, Junzhang Shanghai and
Junzhang Beijing, and shareholders of Junzhang Shanghai and Junzhang Beijing entered into a series of contractual agreements (the "VIE
Agreements") that established the VIE structure. We have evaluated the guidance in FASB ASC 810 and determined that Eshallgo WFOE
is the primary beneficiary of Junzhang Shanghai and Junzhang Beijing and their subsidiaries, for accounting purposes, because, pursuant
to the VIE Agreements, the VIE shall pay service fees equal to all of its net income to Eshallgo WFOE, while Eshallgo WFOE has the power
to direct the activities of the VIEs that can significantly impact the VIEs' economic performance and is obligated to absorb all
of losses of the VIEs. Such contractual arrangements are designed so that the operations of the VIEs are solely for the benefit of Eshallgo
WFOE and, ultimately, Eshallgo. Eshallgo has indirect ownership in 100% of the equity in Eshallgo WFOE. Accordingly, under U.S. GAAP,
we treat the VIE and its subsidiaries as consolidated affiliated entities and have consolidated their financial results in our financial
statements. Junzhang Shanghai, Junzhang Beijing and their subsidiaries are based in China and are engaged in value-added telecommunication
services. Due to PRC legal restrictions on foreign ownership in the value-added telecommunication services, we do not own any equity interest
in the VIEs.

 Investors are investing in Eshallgo
Inc, our holding company incorporated in Cayman Islands, and you are not investing in to Junzhang Digital Technology (Shanghai) Co., Ltd.
and Junzhang Digital Technology (Beijing) Co., Ltd., the VIEs, in China. Our subsidiaries and the VIEs conduct operations in China, and
the VIEs are consolidated for accounting purposes but are not entities in which you will own equity, and our holding company does not
conduct operations. Investors in our Class A Ordinary Shares should be aware that they will not and may never directly hold equity interests
in the VIEs or the PRC operating entities under the VIEs, but rather purchasing equity solely in Eshallgo Inc, our Cayman Islands holding
company. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our
directors and officers who are located outside of the United States.

 Because of our corporate structure,
we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not
limited to limitation on foreign ownership of internet technology companies, and regulatory review of oversea listing of PRC companies
through a special purpose vehicle, and the validity and enforcement of the VIE Agreements. We must rely on contractual rights through
our VIE structure to effect control over and management of VIE, which exposes us to the risk of potential breach of contract by the shareholders
of VIE. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. The VIE Agreements
have not been tested in a court of law and may not be effective in providing control over the VIEs, and we are subject to risks due to
the uncertainty of the interpretation and application of the laws and regulations of the PRC regarding the VIEs and the VIE structure.
We may also be subject to sanctions imposed by PRC regulatory agencies including Chinese Securities Regulatory Commission if we fail to
comply with their rules and regulations. If the Chinese regulatory authorities disallow this VIE structure in the future, it will likely
result in a material change in our financial performance and our results of operations and/or the value of our ordinary shares, which
could cause the value of such securities to significantly decline or become worthless. For a detailed description of the risks relating
to the VIE structure, doing business in the PRC, and the offering as a result of the structure. We will include cross referecence of risk
factors in future filings.

 Legal and Operation Risks

 We are subject to certain legal and
operational risks associated with the VIEs' operations in China. PRC laws and regulations governing our current business operations
are sometimes vague and uncertain, and therefore, these risks may result in a material change in the VIEs' operations, significant
depreciation of the value of our ordinary shares, or a complete hinderance of our ability to offer or continue to offer our securities
to investors and cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a
series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down
on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest
entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making
bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,
if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept
foreign investments and list on an U.S. or other foreign exchange. As of the date of this annual report, neither we nor the VIEs have
been involved in any investigations or received any inquiry, notice, warning, or sanctions regarding our planned overseas listing from
the China Securities Regulatory Commission or any other PRC governmental authorities. As confirmed by our PRC counsel, Beijing DOCVIT
Law Firm, we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the "CAC," pursuant
to the Cybersecurity Review Measures, which became effective on February 15, 2022 because (1) we currently do not have over one million
users' personal information; (2) we do not collect data that affects or may affect national security and we do not anticipate that
we will be collecting over one million users' personal information or data that affects or may affect national security in the foreseeable
future, which we understand might otherwise subject us to the Cybersecurity Review Measures. Since these statements and regulatory actions
are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the
potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries and VIEs, our
ability to accept foreign investments, and our listing on an U.S. exchange. The Standing Committee of the National People's Congress
(the "SCNPC") or PRC regulatory authorities may in the future promulgate laws, regulations, or implementing rules that require
us, our subsidiaries, or the VIEs to obtain regulatory approval from Chinese authorities before listing in the U.S.

 Regulatory Permissions

 As of the date of this annual report,
our PRC subsidiaries have obtained all necessary licenses, permissions, or approvals that are required for conducting our operations in
China, such as business licenses and value-added telecommunications business licenses. However, it is uncertain whether we or our PRC
subsidiaries will be required to obtain additional approvals, licenses, or permits in connection with our business operations pursuant
to evolving PRC laws and regulations, and whether we would be able to obtain and renew such approvals on a timely basis or at all. Failing
to do so could result in a material change in our operations, and the value of our Ordinary Shares could depreciate significantly or become
worthless.

 As of the date of this annual report,
as advised by our PRC counsel, Beijing DOCVIC law firm, we, our subsidiaries and VIEs, (1) are not required to obtain permissions from
any PRC authorities to operate our business or issue our securities to foreign investors, (2) are not subject to permission requirements
from the China Securities Regulatory Commission, or the CSRC, the Cyberspace Administration of China, or the CAC, or any other PRC governmental
agencies that is required to approve our PRC subsidiaries' operations, and (3) have not received or were denial such permission
by any PRC authorities. Given the current PRC regulatory environment, it is uncertain when and whether we or our subsidiaries will be
required to obtain permission from the PRC government to list on the U.S. exchanges in the future, and even when such permission is obtained,
whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals
from the CSRC, CAC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation
and implementation of regulatory requirements related to overseas securities offerings and other capital market activities. If we and
our subsidiaries (1) do not receive or maintain such permissions or approvals, should the approval is required in the future by the PRC
government, (2) inadvertently conclude that such permissions or approvals are not required, or (3) applicable laws, regulations, or interpretations
change and we are required to obtain such permissions or approvals in the future, our operations and financial conditions could be materially
adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities
currently being offered may substantially decline in value and be worthless.

 On August 8, 2006, six PRC regulatory
agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules,
which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules requires that an offshore special purpose
vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the
CSRC prior to overseas listing and trading of such special purpose vehicle's securities on an overseas stock exchange. Based on
our understanding of the Chinese laws and regulations in effect at the time of this annual report, we will not be required to submit an
application to the CSRC for the listing and trading of our Ordinary Shares on the Nasdaq under the M&A Rules. However, there remains
some uncertainty as to how the M&A Rules will be interpreted or implemented, and the opinions of our PRC counsel, Beijing Docvit Law
Firm, summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form
relating to the M&A Rules. We cannot assure you that relevant Chinese government agencies, including the CSRC, would reach the same
conclusion.

 Recently, the General Office of the
Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly
Cracking Down on Illegal Securities Activities, which were made available to the public on July 6, 2021. The Opinions on Strictly Cracking
Down on Illegal Securities Activities emphasized the need to strengthen the administration over illegal securities activities, and the
need to strengthen the supervision over overseas listi

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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 28, 2025

Qiwei Miao
Chief Executive Officer
EShallGo Inc.
12F Block 16, No.1000 Jinhai Road
Pudong New District
Shanghai , China 201206

 Re: EShallGo Inc.
 Annual Report on Form 20-F
 Filed July 31, 2024
 File No. 001-42154
Dear Qiwei Miao:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Annual Report on Form 20-F Filed July 31, 2024
General

1. Please provide more specific and prominent disclosures about the legal
and
 operational risks associated with China-based companies. To the extent
the Division
 of Corporation Finance s Sample Letter to China-Based Companies,
issued by the
 Staff in December 2021, requests disclosure on the prospectus cover page
or in the
 prospectus summary, please provide such disclosure in a separate section
at the
 beginning of Item 3 of Form 20-F. For example, include disclosure
regarding the legal
 and operational risks, permissions and approvals that you, your
subsidiaries or the
 VIEs are required to obtain from Chinese authorities to operate your
business as well
 as summary risk factors. In addition, include a discussion of the
transfer of cash
 within the company in Item 5 of Form 20-F. Please explain to us how you
will revise
 future filings to comply with our comment by providing us with a
response letter with
 your proposed disclosures.
 March 28, 2025
Page 2

 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.

 Please contact Scott Anderegg at 202-551-3342 or Cara Wirth at
202-551-7127 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Qiwei Miao
</TEXT>
</DOCUMENT>

CORRESP
1
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Eshallgo Inc.

c/o No. 37, Haiyi Villa, Lane 97, Songlin Road

Pudong New District

Shanghai, China 200120

December 23, 2024

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Eshallgo Inc.

    Registration Statement on Form F-1 (File
No. 333-283873)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Eshallgo Inc. hereby requests acceleration of
the effectiveness of the above-referenced Registration Statement on Form F-1, so that such Registration Statement will become effective
at 4:00 p.m., Eastern Time, on December 27, 2024, or as soon thereafter as practicable.

The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

    Very truly yours,

    Eshallgo Inc.

    By:
    /s/ Qiwei Miao

    Name:
    Qiwei Miao

    Title:
    Chief Executive Officer

December 20, 2024
Qiwei Miao
Chief Executive Officer
EShallGo Inc.
No. 37, Haiyi Villa, Lane 97, Songlin Road
Pudong New District
Shanghai, China 200120
Re:EShallGo Inc.
Registration Statement on Form F-1
Filed December 17, 2024
File No. 333-283873
Dear Qiwei Miao:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yuning "Grace" Bai

CORRESP
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June 27, 2024

VIA EDGAR

Suying Li

Rufus Decker

Scott Anderegg

Mara Ransom

Division of Corporate Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE Washington, D.C. 20549

    Re:
    ESHALLGO INC

    Registration Statement on Form F-1, as amended (File No. 333-271478)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, US Tiger Securities,
Inc., as the underwriter, hereby request acceleration of the effective date of the above-referenced Registration Statement so that it
will become effective at 4:00 p.m., Eastern Time, on Monday, July 1, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated June 27, 2024, to selected
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirm that
it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that they have
complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

Very truly yours,

US Tiger Securities, Inc.

    By:
    /s/ Lei Huang

    Name:
    Lei Huang

    Title:
    Chief Executive Officer

CORRESP
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ESHALLGO
INC

June 27, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C., 20549

    Re:
    ESHALLGO INC

Registration Statement on Form F-1, as
amended (File No. 333- 271478)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, ESHALLGO INC hereby requests an acceleration of
the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:00 p.m., Eastern Time, on July 1, 2024, or as soon thereafter as practicable.

The Company understands that the Commission will
consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company
is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in
the Registration Statement.

    Very truly yours,

    ESHALLGO INC

    By:
    /s/ Qiwei Miao

    Name:
    Qiwei Miao

    Title:
    Chief Executive Officer

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

United States securities and exchange commission logo
June 24, 2024
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. 10 to Registration Statement on Form F-1
Filed June 10, 2024
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 May 31, 2024 letter.
Amendment No. 10 to Registration Statement on Form F-1 Filed June 10, 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.
            Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Eshallgo Inc

12F Block 16, No.1000 Jinhai Road

Pudong New District

Shanghai, China 201206

June
10, 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. 9 to Registration Statement on Form F-1

    Filed May 17, 2024

    File No. 333-271478

Dear Mr. Anderegg:

This
letter is in response to your letter on May 31, 2024 in which you provided comments to Amendment No. 9 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 May 17, 2024. On the date hereof, the Company has submitted Amendment No. 10 to Registration Statement
on Form F-1 (“Amendment No. 10”). 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. 9 to Registration Statement on Form F-1 filed Mau 17, 2024

Exhibit
5.1, page i

    1.
    We note that Harney Westwood & Riegels has provide a legal opinion concerning the issuance "of up to 1,500,000 class A ordinary shares of par value of US$0.0001 each of the Company, plus an additional 450,000 class A ordinary shares of par value of US$0.0001 each of the Company that may be issued upon exercise of the underwriter’s over-allotment option (the Shares)." However, according to your filing the overallotment option is an additional 225,000 class A ordinary shares. Please revise or advise.

RESPONSE:
  We note the Staff’s comment, and in response hereto, respectfully advise the Staff that we have revised the 5.1 opinion
to include the correct amount of additional Class A ordinary shares that may be issued as the over-allotment opinion.

Director and Executive Compensation, page 165

    2.
    Revise to update this discussion for the fiscal year ended March 31, 2024, consistent with Item 6.B. of Form 20-F. This comment also applies to your related party transaction disclosure on page 166. Refer to Item 7.B. of Form 20-F.

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 165 to include the most fiscal year ended March 31, 2024, consistent with Item 6.B. of Form
20-F. We have also revised the the related party transaction section to comply with Item &.B. of Form 20-F on pages 166, 167 and 168
of Amendment No. 10

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

United States securities and exchange commission logo
May 31, 2024
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. 9 to Registration Statement on Form F-1
Filed May 17, 2024
File No. 333-271478
Dear Qiwei Miao:
            We have reviewed your amended 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.
Amendment No. 9 to Registration Statement on Form F-1 Filed May 17, 2024
Exhibit 5.1, page i
1.We note that Harney Westwood & Riegels has provide a legal opinion concerning the
issuance "of up to 1,500,000 class A ordinary shares of par value of US$0.0001 each of
the Company, plus an additional 450,000 class A ordinary shares of par value of
US$0.0001 each of the Company that may be issued upon exercise of the underwriter’s
over-allotment option (the Shares)." However, according to your filing the overallotment
option is an additional 225,000 class A ordinary shares. Please revise or advise.
Director and Executive Compensation, page 165
2.Revise to update this discussion for the fiscal year ended March 31, 2024, consistent with
Item 6.B. of Form 20-F. This comment also applies to your related party transaction
disclosure on page 166. Refer to Item 7.B. of Form 20-F.

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 May 31, 2024 Page 2
 FirstName LastName
Qiwei Miao
EShallGo Inc.
May 31, 2024
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

CORRESP
1
filename1.htm

Eshallgo Inc

12F Block 16, No.1000 Jinhai Road

Pudong New District

Shanghai, China 201206

March 12, 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. 7 to Registration Statement on Form F-1

    Filed February 9, 2024

    File No. 333-271478

Dear Mr. Anderegg:

This letter is in response to your letter on February
20, 2024 in which you provided comments to the Registration Statement on Form F-1 (the “Registration Statement”) of Eshallgo
Inc (the “Company”) filed with the U.S. Securities and Exchange Commission on Feburary 9, 2024. On the date hereof, the Company
has submitted Amendment No. 8 to Registration Statement on Form F-1 (“Amendment No. 8”). 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. 7 to Registration Statement on Form F-1
filed February 9, 2024

PRC laws and regulations governing our current business operations
are sometimes vague and uncertain, page 49

    1.
    We note your revisions in response to prior comment 1. We are unable to locate revisions to the risk factor on this page. Please revise.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the referenced risk factor on page 49 to state that “[t]he
laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve
substantial uncertainty.

  Financial Statements

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 17 - Subsequent Events, page F-33

    2.
    Please disclose the date through which you evaluated subsequent events and whether such date is when the financial statements were issued or were available to be issued. Refer to ASC 855-10-50-1.

RESPONSE: We note the Staff’s comment, and
in response hereto, respectfully advise the Staff that we have added the disclosure the date through which we evaluated subsequent events
and such date is when the financial statements were issued on F-33 of Amendment No. 8.

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

United States securities and exchange commission logo
February 20, 2024
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. 7 to Registration Statement on Form F-1
Filed February 9, 2024
File No. 333-271478
Dear Qiwei Miao:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our December 21, 2023 letter.
Amendment No. 7 to Registration Statement on Form F-1 filed February 9, 2024
PRC laws and regulations governing our current business operations are sometimes vague and
uncertain. Rules and regulations in China... , page 49
1.We note your revisions in response to prior comment 1.  We are unable to locate revisions
to the risk factor on this page.  Please revise.

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 February 20, 2024 Page 2
 FirstName LastName
Qiwei Miao
EShallGo Inc.
February 20, 2024
Page 2
Financial Statements
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 17 - Subsequent Events, page F-33
2.Please disclose the date through which you evaluated subsequent events and whether
such date is when the financial statements were issued or were available to be issued.
Refer to ASC 855-10-50-1.
            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

CORRESP
1
filename1.htm

Eshallgo Inc

12F Block 16, No.1000 Jinhai Road

Pudong New District

Shanghai, China 201206

February 9, 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. 7 to Registration Statement on Form F-1

    Filed December 18, 2023

    File No. 333-271478

Dear Mr. Anderegg:

This letter is in response to your letter on December 21,
2023 in which you provided a comment to the Registration Statement on Form F-1 (the “Registration Statement”) of Eshallgo
Inc (the “Company”) filed with the U.S. Securities and Exchange Commission on December 18, 2023. On the date hereof,
the Company has submitted Amendment No. 7 to Registration Statement on Form F-1 (“Amendment No. 7”). 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. 6 to Registration Statement on Form F-1
filed December 18, 2023

PRC laws and regulations governing our current business operations
are sometimes vague and uncertain, page 49

    1.
    We note that your risk factor disclosure states (emphasis added) that: "The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement are not always uniform." Your June 30, 2023 risk factor disclosure stated that this risk "may involve substantial uncertainty." Please revise your risk factor to the June 30, 2023 language.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that the risk factor similarly situated on page 49 of the June 30, 2023
language, which states (emphasis added) “the interpretations of many laws, regulations, and rules are not always uniform
and enforcement of these laws, regulations, and rules involve uncertainties,” indeed involves the underlined phrase “not
always uniform,” and the phrase “may involve substantial uncertainty” has been used throughout that risk factor to the
extent the logic follows contextually. We also respectfully advise the Staff that subsequent filings to June 30, 2023, i.e., Amendment
No. 4 filed on May 25, 2023, also involved a combination and revision of a repetitive and similar risk factor. Accordingly,
we have revised the risk factor to the extent most consistent to the June 30, 2023 filing on page 48 of Amendment No. 7.

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 Yarona Yieh, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Qiwei Miao

    Qiwei Miao

    Chief Executive Officer

United States securities and exchange commission logo
December 21, 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. 6 to Registration Statement on Form F-1
Filed December 18, 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 December 12, 2023 letter.
Amendment No. 6 to Registration Statement on Form F-1 filed December 18, 2023
PRC laws and regulations governing our current business operations are sometimes vague and
uncertain, page 49
1.We note that your risk factor disclosure states (emphasis added) that: "The laws and
regulations are sometimes vague and may be subject to future changes, and their official
interpretation and enforcement are not always uniform." Your June 30, 2023 risk factor
disclosure stated that this risk "may involve substantial uncertainty." Please revise your
risk factor to the June 30, 2023 language.

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 December 21, 2023 Page 2
 FirstName LastName
Qiwei Miao
EShallGo Inc.
December 21, 2023
Page 2
            Please contact 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

CORRESP
1
filename1.htm

Eshallgo Inc

12F Block 16, No.1000 Jinhai Road

Pudong New District

Shanghai, China 201206

December 18, 2023

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. 5 to Registration Statement on Form F-1

    Filed November 20, 2023

    File No. 333-271478

Dear Mr. Anderegg:

This letter is in response to your letter on
November 15, 2023 in which you provided a comment to the Registration Statement on Form F-1 (the “Registration Statement”)
of Eshallgo Inc (the “Company”) filed with the U.S. Securities and Exchange Commission on November 20, 2023. On the date
hereof, the Company has submitted Amendment No. 6 to Registration Statement on Form F-1 (“Amendment No. 6”).
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. 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.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the following PRC-related risk factors entitled to largely
restore to the previously submitted Amendment No. 4 on June 30, 2023:

 · We
                                            are subject to competitive pricing pressure from our customers on page 23.

 · A
                                            downturn in the Hong Kong, China or global economy, and economic and political policies of
                                            China could materially and adversely affect our business and financial condition on page
                                            27.

 · Market,
                                            economic and other conditions in China may adversely affect the demand for our products and
                                            services on page 37.

 · If
                                            the PRC government deems that the contractual arrangements in relation to Junzhang Shanghai
                                            or Junzhang Beijing, our consolidated variable interest entities, do not comply with PRC
                                            regulatory restrictions on foreign investment in the relevant industries, or if these regulations
                                            or the interpretation of existing regulations change in the future, we could be subject to
                                            severe penalties or be forced to relinquish our interests in those operations on
                                            page 41.

 · Our
                                            contractual arrangements are governed by PRC law. Accordingly, these contracts would be interpreted
                                            in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal
                                            procedures on page 43

 · Any
                                            failure by Junzhang Shanghai and Junzhang Beijing, our consolidated VIEs, or their shareholders
                                            to perform their obligations under our contractual arrangements with them would have a material
                                            adverse effect on our business on page 44.

 · PRC
                                            laws and regulations governing our current business operations are sometimes vague and uncertain.
                                            Rules and regulations in China may change quickly with little advance notice. Uncertainties
                                            in the interpretation and enforcement of PRC laws and regulations could limit the legal protection
                                            available to you and us. Any changes in such laws and regulations may impair our ability
                                            to operate profitably on page 49.

We further respectfully advise the Staff that,
as communicated telephonically on December 13, 2023, when disclosure involving a comparison of the PRC jurisdiction to other jurisdictions
is made, we have not restored to the exact Amendment No. 4 disclosure to the extent that the PRC law system is “not as developed”
as compared to other jurisdictions, as it is not an accurate statement. However, we have revised the disclosure to emphasize the uncertainties
surrounding the PRC legal system as instructed under the Sample Letters to China-Based Companies.

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 Yarona Yieh, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Qiwei Miao

    Qiwei Miao

    Chief Executive Officer

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

CORRESP
1
filename1.htm

 Eshallgo Inc

12F Block 16, No.1000 Jinhai Road

Pudong New District

Shanghai, China 201206

November 20, 2023

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. 4 to Registration Statement on Form F-1

    Filed October 20, 2023

    File No.333-271478

Dear Mr. Anderegg:

This letter is in response to your letter on November
15, 2023 in which you provided a comment to the Registration Statement on Form F-1 (the “Registration Statement”) of
Eshallgo Inc (the “Company”) filed with the U.S. Securities and Exchange Commission on October 20, 2023. On the date hereof,
the Company has submitted Amendment No. 5 to Registration Statement on Form F-1 (“Amendment No. 5”). 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. 4 to Registration Statement on Form F-1
filed October 20, 2023

Selected Condensed Consolidated Statements of Cash Flows, page
13

    1.
    The consolidated total net cash provided by (used in) operating activities and net cash provided by financing activities for the year ended March 31, 2022 are inconsistent with your consolidated statement of cash flows for 2022 presented on page F-7. Please revise to reconcile the difference.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our “Selected Condensed Consolidated Statements of Cash
Flows” on page 13 of Amendment No. 5 to be consistent with the consolidated statement of cash flows for 2022 presented on page F-7.

If the PRC government deems that the contractual arrangements...,
page 40

    2.
    We note your revisions to this risk factor and your removal of language indicating that your PRC counsel states that there are substantial uncertainties regarding the interpretation and application of current and future PRC Laws, regulations and rules. It is unclear why you have revised this language when the opinion provided by counsel at Exhibit 99.1 continues to express "substantial uncertainty." Please revise so that your disclosure is consistent with the opinion provided.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that, save the update made on the PRC regulatory development description and company-specific
compliance progress, we have restored our disclosure relating to legal and operational risks associated with operating in China and PRC
regulations in the Risk Factor sections in the latest amendment to registration statement filed on June 29, 2023, to be consistent with
the opinion provided by the PRC counsel at Exhibit 99.1.

PRC laws and regulations governing our current business operations...,
page 48

    3.
    We note the changes you made to your risk factor
    disclosures relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there
    have been changes in the regulatory environment in the PRC since the review of your last amendment filed on July 6, 2023 warranting revised
    disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure
    relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little
    advance notice. We do not believe that your revised disclosure referencing the PRC government’s evolution of its regulatory oversight
    conveys the same risk. 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 July 6, 2023.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that, further to our response to your comment above, we have restored our disclosure
relating to legal and operational risks associated with operating in China and PRC regulations relating to uncertainties regarding the
enforcement of laws and that the rules and regulations in China can change quickly with little advance notice, in the Risk Factor sections
in the latest amendment to registration statement filed on June 29, 2023, on and to the following pages and risk factors:

  · Page 41: “If the PRC government deems that the contractual arrangements in relation to Junzhang
Shanghai or Junzhang Beijing, our consolidated variable interest entities, do not comply with PRC regulatory restrictions on foreign investment
in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject
to severe penalties or be forced to relinquish our interests in those operations.”

  · Page 44: “Any failure by Junzhang Shanghai and Junzhang Beijing, our consolidated VIEs, or their
shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business.”

  · Page 48: “PRC laws and regulations governing our current business operations are sometimes vague
and uncertain and any changes in such laws and regulations may impair our ability to operate profitably. Rules and regulations in China
may change quickly with little advance notice. Uncertainties in the interpretation and enforcement of Chinese laws and regulations could
limit the legal protections available to us.”

  · Page 50: “The Chinese government exerts substantial influence over the manner in which we must
conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however,
if the VIE or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to
list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.”

Notes to Consolidated Financial Statements

Note 1 - Organization and Business Description

The VIE contractual arrangements, page F-11

    4.
    Please reconcile the VIE net cash provided by (used in) operating activities and net cash provided by financing activities for the year ended March 31, 2022 presented in the table on page F-13 to your consolidated statement of cash flows for 2022 presented on page F- 7.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised our VIE net cash provided by operating activities and net cash
provided by financing activities for the year ended March 31, 2022 presented in the table on page F-13.

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 Yarona Yieh, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Qiwei Miao

    Qiwei Miao

    Chief Executive Officer

United States securities and exchange commission logo
November 15, 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. 4 to Registration Statement on Form F-1
Filed October 20, 2023
File No. 333-271478
Dear Qiwei Miao:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our June 27, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-1 Filed October 20, 2023
Selected Condensed Consolidated Statements of Cash Flows, page 13
1.The consolidated total net cash provided by (used in) operating activities and net cash
provided by financing activities for the year ended March 31, 2022 are inconsistent with
your consolidated statement of cash flows for 2022 presented on page F-7. Please revise to
reconcile the difference.
If the PRC government deems that the contractual arrangements. . ., page 40
2.We note your revisions to this risk factor and your removal of language indicating that
your PRC counsel states that there are substantial uncertainties regarding the interpretation
and application of current and future PRC Laws, regulations and rules. It is unclear why
you have revised this language when the opinion provided by counsel at Exhibit 99.1

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 November 15, 2023 Page 2
 FirstName LastName
Qiwei Miao
EShallGo Inc.
November 15, 2023
Page 2
continues to express "substantial uncertainty." Please revise so that your disclosure is
consistent with the opinion provided.
PRC laws and regulations governing our current business operations. . ., page 48
3.We note the changes you made to your risk factor disclosures relating to legal and
operational risks associated with operating in China and PRC regulations. It is unclear to
us that there have been changes in the regulatory environment in the PRC since the review
of your last amendment filed on July 6, 2023 warranting revised disclosure to mitigate the
challenges you face and related disclosures. The Sample Letters to China-Based
Companies sought specific disclosure relating to uncertainties regarding the enforcement
of laws and that the rules and regulations in China can change quickly with little advance
notice. We do not believe that your revised disclosure referencing the PRC government’s
evolution of its regulatory oversight conveys the same risk. 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 July 6, 2023.
Notes to Consolidated Financial Statements
Note 1 - Organization and Business Description
The VIE contractual arrangements, page F-11
4.Please reconcile the VIE net cash provided by (used in) operating activities and net cash
provided by financing activities for the year ended March 31, 2022 presented in the table
on page F-13 to your consolidated statement of cash flows for 2022 presented on page F-
7.
            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

CORRESP
1
filename1.htm

Eshallgo Inc

12F Block 16, No.1000 Jinhai Road

Pudong New District

Shanghai, China 201206

June 29, 2023

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. 2 to Registration Statement on Form F-1

    Filed May 25, 2023

    File No.333-271478

Dear Mr. Anderegg:

This letter is in response to your letter on
June 27, 2023 in which you provided a comment to the 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 23, 2023. On the date
hereof, the Company has submitted Amendment No. 3 to Registration Statement on Form F-1 (“Amendment No. 3”).
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. 2 to Registration Statement on Form F-1
filed June 23, 2023

We may experience extreme stock price volatility..., page 65

    1.
    Please expand your risk factor regarding potential stock price volatility to specifically
    address, among others, the following factors:

    ·
    As a relatively small-capitalization company with relatively small public float, you may experience
    greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies;

    ·
    If trading volumes are low, persons buying or selling in relatively small quantities may easily
    influence the prices of your shares;

    ·
    A decline in the market price of your shares could adversely affect your ability to issue additional
    shares of common stock or of other securities and your ability to obtain additional financing in the future;

    ·
    Shareholders may be unable to readily sell their shares or may be unable to sell their shares
    at all if an active market does not develop.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised disclosure regarding stock price volatility under “We
may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance,
financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our ordinary
shares” on page 65 of Amendment No. 3.

Exhibit 23.1 - Consent of Independent
Registered Public Accounting Firm, page 1

    2.
    Please revise to include a currently dated consent of the independent
    registered public accounting firm.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have included a currently dated consent of the independent registered public
accounting firm as exhibits 23.1.

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 Yarona Yieh, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Qiwei Miao

    Qiwei Miao

    Chief Executive Officer

United States securities and exchange commission logo
June 27, 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. 2 to Registration Statement on Form F-1
Filed June 23, 2023
File No. 333-271478
Dear Qiwei Miao:
            We have reviewed your 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.
Amendment No. 2 to Registration Statement on Form F-1
We may experience extreme stock price volatility..., page 65
1.Please expand your risk factor regarding potential stock price volatility to specifically
address, among others, the following factors:
•As a relatively small-capitalization company with relatively small public float, you
may experience greater stock price volatility, extreme price run-ups, lower trading
volume, and less liquidity than large-capitalization companies;
•If trading volumes are low, persons buying or selling in relatively small quantities
may easily influence the prices of your shares;
•A decline in the market price of your shares could adversely affect your ability to
issue additional shares of common stock or of other securities and your ability to

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 June 27, 2023 Page 2
 FirstName LastName
Qiwei Miao
EShallGo Inc.
June 27, 2023
Page 2
obtain additional financing in the future;
•Shareholders may be unable to readily sell their shares or may be unable to sell their
shares at all if an active market does not develop.
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm, page 1
2.Please revise to include a currently dated consent of the independent registered public
accounting firm.
            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.
            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

CORRESP
1
filename1.htm

Eshallgo Inc

12F Block 16, No.1000 Jinhai Road

Pudong New District

Shanghai, China 201206

June 23, 2023

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. 1 to Registration Statement on Form F-1
 Filed May 25, 2023
 File No.333-271478

Dear Mr. Anderegg:

This letter is in response to your letter on May
11, 2023 in which you provided a comment to the Registration Statement on Form F-1 (the “Registration Statement”) of
Eshallgo Inc (the “Company”) filed with the U.S. Securities and Exchange Commission on April 27, 2023. On the date hereof,
the Company has submitted Amendment No. 1 to Registration Statement on Form F-1 (“Amendment No. 1”). 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. 1 to Registration Statement on Form F-1 filed May
25, 2023

The completion of filing procedure with the CSRC will be required
in connection with this offering, ..., page 61

    1.
    We note your revisions and written response to our comment 1. In regard to your disclosure on page 61, it both states, "[o]ur PRC counsel, Beijing Docvit Law Firm, has advised us based on their understanding of the current PRC laws, rules and regulations that the CSRC’s prior approval is not required for the listing and trading of our ordinary shares on Nasdaq in the context of this offering" and "[o]ur PRC counsel, Beijing Docvit Law Firm, has advised us that as of the date of this prospectus, except for the filing procedure with the CSRC per requirement of the Trial Measures, no relevant PRC laws or regulations in effect require that [you] obtain approval or permissions from any PRC authorities." These statements appear to continue to conflict. Please revise or advise.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised disclosures regarding the CRSC compliance on the cover page,
as well as on pages 20 and 61.

Notes to Condensed Consolidated Financial
Statements (Unaudited) Note 2 - Summary of Significant Accounting Policies Reclassifications, page F-18

    2.
    We note your response to comment 9. Please expand your reclassifications disclosure to explain the reclassification adjustments made. Refer to ASC 205-10-50-1.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have expanded the reclassifications disclosure on F-18.

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 Yarona Yieh, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Qiwei Miao

    Qiwei Miao

    Chief Executive Officer

United States securities and exchange commission logo
June 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. 1 to Registration Statement on Form F-1
Filed May 25, 2023
File No. 333-271478
Dear Qiwei Miao:
            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 May 11, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed May 25, 2023
The completion of filing procedure with the CSRC will be required in connection with this
offering, ..., page 61
1.We note your revisions and written response to our comment 1.  In regard to your
disclosure on page 61, it both states, "[o]ur PRC counsel, Beijing Docvit Law Firm, has
advised us based on their understanding of the current PRC laws, rules and regulations
that the CSRC’s prior approval is not required for the listing and trading of our ordinary
shares on Nasdaq in the context of this offering" and "[o]ur PRC counsel, Beijing Docvit
Law Firm, has advised us that as of the date of this prospectus, except for the filing
procedure with the CSRC per requirement of the Trial Measures, no relevant PRC laws or

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 June 13, 2023 Page 2
 FirstName LastName
Qiwei Miao
EShallGo Inc.
June 13, 2023
Page 2
regulations in effect require that [you] obtain approval or permissions from any PRC
authorities."  These statements appear to continue to conflict. Please revise or advise.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 2 - Summary of Significant Accounting Policies
Reclassifications, page F-18
2.We note your response to comment 9.  Please expand your reclassifications disclosure to
explain the reclassification adjustments made.  Refer to ASC 205-10-50-1.
            You may contact Suying Li at 202-551-3335 or Linda Cvrkel at 202-551-3818 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

CORRESP
1
filename1.htm

Eshallgo Inc

12F Block 16, No.1000 Jinhai Road

Pudong New District

Shanghai, China 201206

May 25, 2023

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

Registration Statement on Form F-1

Filed April 27, 2023

File No.333-271478

Dear Mr. Anderegg:

This letter is in response to your letter on May
11, 2023 in which you provided a comment to the Registration Statement on Form F-1 (the “Registration Statement”) of
Eshallgo Inc (the “Company”) filed with the U.S. Securities and Exchange Commission on April 27, 2023. On the date hereof,
the Company has submitted Amendment No. 1 to Registration Statement on Form F-1 (“Amendment No. 1”). We set forth below
in bold the comment in your letter relating to the F-1 followed by our response to the comment.

Form F-1 Filed April 27, 2023

Cover Page

    1.
    You state that according to your PRC counsel, Beijing DOCVIT Law Firm, “no relevant PRC laws or regulations in effect require that [you] obtain permission from any PRC authorities to issue securities to foreign investors, and [you] have not received any inquiry, notice, warning, sanction, or any regulatory objection to this offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over [y]our operations,” and yet in the same paragraph you acknowledge that you are subject to the filing requirements for this offering under the Trial Measures and Guidance Rules and Notice. You make similar statements on pages 60-61, where the risk factor is titled “The approval of the CSRC will be required in connection with this offering” and yet in the risk factor itself you state that your PRC counsel "has advised [you] based on their understanding of the current PRC laws, rules and regulations that the CSRC's prior approval is not required for the listing and trading of [y]our ordinary shares on NASDAQ in the context of this offering." These statements appear to conflict; please revise to reconcile these statements.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that, as advised by our PRC counsel, Beijing Docvit Law Firm, this offering and
our listing on Nasdaq are contingent on the completion of the filing procedures with the CSRC prior to our listing on Nasdaq. As further
advised by our PRC counsel, Beijing DOCVIT Law Firm, as of the date of this prospectus, except for the filing procedure with the CSRC
per requirement of the Trial Measures, no relevant PRC laws or regulations in effect require that we obtain approval or permission from
any PRC authorities to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction, or any
regulatory objection to this offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations. We
also respectfully advise the Staff that we have updated our disclosure to include further development and interaction with the CSRC on
the cover page, regulatory permissions on page 20 and risk factor on page 61.

Selected Condensed Consolidated Statements
of Operations, page 11

    2.
    Please revise to include a condensed consolidating statement of operations for all periods presented in your financial statements including the six months ended September 30, 2021. A condensed consolidating statement of cash flows should also be provided for this period.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have included a condensed consolidating statement of operations and a condensed
consolidating statement of cash flows for the six months ended September 30, 2021 on page 11 and page 13.

Selected Condensed Consolidated Balance
Sheets, page 12

    3.
    The consolidated total liabilities, consolidated total shareholders’ equity and consolidated total equity as of September 30, 2022 presented in the condensed consolidating schedule are not consistent with your condensed consolidated balance sheet presented on page F-2. Also, the consolidated total shareholders' equity and non-controlling interest as of March 31, 2022 are not consistent with the audited balance sheet as of this date on page F-3. Please revise to reconcile the differences.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised consolidated total liabilities, consolidated total shareholders’
equity and consolidated total equity as of September 30, 2022 presented in the condensed consolidating schedule on page 12. In addition,
please refer to our response for comment no. 9 for the explanation of the reason why the consolidated total shareholders' equity and non-controlling
interest as of March 31, 2022 are not consistent with the audited balance sheet as of this date on page F-3.

    4.
    The total liabilities presented under VIE (PRC) as of September 30, 2022, March 31, 2022 and March 31, 2021 appear to be inconsistent with the tables presented on page F-10 of the unaudited financial statements for the interim period ended September 30, 2022 and page F-11 of the audited financial statements for the year ended March 31, 2022. Also, the net cash provided by operating activities for the six months ended September 30, 2022 presented under VIE (PRC) is inconsistent with that in the table on page F-10 of the interim financial statements. Please reconcile the differences.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that the difference between the total liabilities presented under VIE (PRC) and
the tables presented on page F-10 of the unaudited financial statements for the interim period ended September 30, 2022 and page F-11
of the audited financial statements for the year ended March 31, 2022, was due to the elimination of intercompany receivables and payables
from the balances presented in the table on page F-10 and F-11, which were indicated on F-10 and F-11.  In addition, we have also revised the net cash provided by operating activities
presented under VIE (PRC) on the condensed consolidating statement of cash flows for the six months ended September 30, 2022 on page 13.

    5.
    It appears the sum of net cash provided by (used in) operating activities under each entity for the six months ended September 30, 2022 is inconsistent with the consolidated total amount for the same period. Please revise to reconcile the difference.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the sum of net cash provided by (used in) operating activities
on the condensed consolidating statement of cash flows for the six months ended September 30, 2022 on page 13.

    6.
    The consolidated total net cash provided by financing activities for the six months ended September 30, 2022 presented in the condensed consolidating schedule is not consistent with your unaudited condensed consolidated statement of cash flows presented on page F-5. Please revise to reconcile the difference.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the consolidated total net cash provided by financing activities
presented in the condensed consolidating schedule for the six months ended September 30, 2022 on page 13.

Regulatory Permissions, page 19

    7.
    We note your disclosure that you "have been actively collecting necessary disclosure to the CSRC in order to fully comply with necessary filing procedures pursuant to the Trial Measures, and [you] have filed with the CSRC on April 29, 2023." Further revise your disclosure to state whether the offering is contingent upon receipt of approval from the CSRC and disclose whether you have received approval to date. In your related risk factor disclosure on page 20, acknowledge that any non-compliance will result in being prohibited from listing.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised description in regulatory permissions on page 20 to state that
as advised by our PRC counsel, Beijing DOCVIT Law Firm, this offering and our listing on Nasdaq are contingent on the completion of the
filing procedures with the CSRC prior to our listing on Nasdaq. As of the date of this prospectus, we have not completed the filing procedures
with the CSRC. If we cannot complete the filing with the CSRC in compliance with the Trial Measures prior to our listing on Nasdaq, Nasdaq
may not approve our lising application and the CSRC may order rectification, issue warnings, and impose a fine between RMB 1 million and
RMB 10 million on our PRC Subsidiaries, which could adversely and materially affect our business operations and financial outlook, and
significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and could cause the
value of our ordinary shares to significantly decline or such shares to become worthless. We have revised the risk factor on page 49 to
acknowledge that any non-compliance will result in being prohibited from listing. We have also revised the cover page and the risk factor
on page 61. Please also refer to our response, in relevant part, to comment no. 1.

Financial Statements, page F-1

    8.
    Please update your financial statements in accordance with Item 8.A.4 of Form 20-F or include the representation noted in the Instruction 2 to Item 8.A.4 as an exhibit to your registration statement.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have included the Request for Waiver and Representation under Item 8.A.4
of Form 20-F as exhibit 99.12 to Amendment No. 1.

Condensed Consolidated Balance Sheets as
of September 30, 2022 and March 31, 2022, page F-2

    9.
    The amounts of finance receivables, net - current, finance receivables, net - non-current, additional paid-in capital, accumulated other comprehensive income and non-controlling interest as reflected in the March 31, 2022 balance sheet on page F-2 are inconsistent with those included in the audited balance sheet for this period on page F-3. Please reconcile and revise these amounts to resolve the inconsistencies.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that inconsistence between the March 31, 2022 balance sheet on page F-2 and the
audited balance sheet for this period on page F-3 was because during the review of financial results for the six months ended September
30, 2022, we made two reclassification adjustments for the financial position of the Company as of March 31, 2022. The Company evaluated
the impact of these two reclassification adjustments, and determined that these reclassifications have no material impact on the reported
consolidated balance sheet as of March 31, 2022 and the consolidated statements of income and comprehensive income for the year ended
March 31, 2022. We added a note of “Reclassifications” in the Note 2 — Summary of Significant Accounting
Policies on page F-19.

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 Yarona Yieh, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Qiwei Miao

    Qiwei Miao

    Chief Executive Officer

United States securities and exchange commission logo
May 11, 2023
Qiwei Miao
Chief Executive Officer
EShallGo Inc.
12F Block 16, No.1000 Jinhai Road
Pudong New District
Shanghai, China 201206
Re:EShallGo Inc.
Registration Statement on Form F-1
Filed April 27, 2023
File No. 333-271478
Dear Qiwei Miao:
            We have reviewed your 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.
Form F-1 Filed April 27, 2023
Cover page
1.You state that according to your PRC counsel, Beijing DOCVIT Law Firm, "no relevant
PRC laws or regulations in effect require that [you] obtain permission from any PRC
authorities to issue securities to foreign investors, and [you] have not received any inquiry,
notice, warning, sanction, or any regulatory objection to this offering from the CSRC, the
CAC, or any other PRC authorities that have jurisdiction over [y]our operations," and yet
in the same paragraph you acknowledge that you are subject to the filing requirements for
this offering under the Trial Measures and Guidance Rules and Notice.  You make similar
statements on pages 60-61, where the risk factor is titled "The approval of the CSRC will
be required in connection with this offering" and yet in the risk factor itself you state that

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 May 11, 2023 Page 2
 FirstName LastNameQiwei Miao
EShallGo Inc.
May 11, 2023
Page 2
your PRC counsel "has advised [you] based on their understanding of the current PRC
laws, rules and regulations that the CSRC's prior approval is not required for the listing
and trading of [y]our ordinary shares on NASDAQ in the context of this offering."  These
statements appear to conflict; please revise to reconcile these statements.
Selected Condensed Consolidated Statements of Operations, page 11
2.Please revise to include a condensed consolidating statement of operations for all periods
presented in your financial statements including the six months ended September 30,
2021.  A condensed consolidating statement of cash flows should also be provided for this
period.
Selected Condensed Consolidated Balance Sheets, page 12
3.The consolidated total liabilities, consolidated total shareholders’ equity and consolidated
total equity as of September 30, 2022 presented in the condensed consolidating schedule
are not consistent with your condensed consolidated balance sheet presented on page F-2.
Also, the consolidated total shareholders' equity and non-controlling interest as of March
31, 2022 are not consistent with the audited balance sheet as of this date on page F-
3.  Please revise to reconcile the differences.
4.The total liabilities presented under VIE (PRC) as of September 30, 2022, March 31, 2022
and March 31, 2021 appear to be inconsistent with the tables presented on page F-10 of
the unaudited financial statements for the interim period ended September 30, 2022 and
page F-11 of the audited financial statements for the year ended March 31, 2022. Also, the
net cash provided by operating activities for the six months ended September 30, 2022
presented under VIE (PRC) is inconsistent with that in the table on page F-10 of the
interim financial statements.  Please reconcile the differences.
Selected Condensed Consolidated Statements of Cash Flows, page 13
5.It appears the sum of net cash provided by (used in) operating activities under each entity
for the six months ended September 30, 2022 is inconsistent with the consolidated total
amount for the same period.  Please revise to reconcile the difference.
6.The consolidated total net cash provided by financing activities for the six months ended
September 30, 2022 presented in the condensed consolidating schedule is not consistent
with your unaudited condensed consolidated statement of cash flows presented on page F-
5.  Please revise to reconcile the difference.
Regulatory Permissions, page 19
7.We note your disclosure that you "have been actively collecting necessary disclosure to
the CSRC in order to fully comply with necessary filing procedures pursuant to the Trial
Measures, and [you] have filed with the CSRC on April 29, 2023."  Further revise your
disclosure to state whether the offering is contingent upon receipt of approval from the

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 May 11, 2023 Page 3
 FirstName LastName
Qiwei Miao
EShallGo Inc.
May 11, 2023
Page 3
CSRC and disclose whether you have received approval to date.  In your related risk
factor disclosure on page 20, acknowledge that any non-compliance will result in being
prohibited from listing.
Financial Statements, page F-1
8.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F or
include the representation noted in the Instruction 2 to Item 8.A.4 as an exhibit to your
registration statement.
Condensed Consolidated Balance Sheets as of September 30, 2022 and March 31, 2022, page F-
2
9.The amounts of finance receivables, net - current, finance receivables, net - non-current,
additional paid-in capital, accumulated other comprehensive income and non-controlling
interest as reflected in the March 31, 2022 balance sheet on page F-2 are inconsistent with
those included in the audited balance sheet for this period on page F-3.  Please reconcile
and revise these amounts to resolve the inconsistencies.
            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.
            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

CORRESP
1
filename1.htm

EShallGo Inc.

12F Block 16, No.1000 Jinhai Road

Pudong New District

Shanghai, China 201206

April 27, 2023

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. 4 to Draft Registration Statement on Form F-1

Submitted February 1, 2023

CIK No. 0001879754

Dear Mr. Anderegg:

This letter is in response to your letter on February
10, 2023 in which you provided a comment to the Draft Registration Statement on Form F-1 (the “Registration Statement”)
of EShallGo Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on February 1, 2022. On the date hereof,
the Company has submitted Registration Statement on Form F-1 (“Form F-1”). 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. 4 to Draft Registration Statement filed February
1, 2023

Cover Page

    1.
    We note your written response and revised disclosure in response to comment 2, however, we continue to note instances in which you reference "our" variable interest entity (VIE). As an example only, on your cover page you state (emphasis added), "[w]e are incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct our operations in China through our variable interest entities,..." Please review your VIE disclosures throughout your filing and revise.

RESPONSE:  We note the Staff’s comment,
and in response hereto, respectfully advise the Staff that we have revised the VIE disclosure on the cover page and made sure that all
references to the VIEs were correct throughout Form F-1.

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 Yarona Yieh, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Qiwei Miao

    Qiwei Miao

    Chief Executive Officer

United States securities and exchange commission logo
February 10, 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. 4 to Draft Registration Statement on Form F-1
Submitted February 1, 2023
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. 4 to Draft Registration Statement filed February 1, 2023
Cover Page
1.We note your written response and revised disclosure in response to comment 2, however,
we continue to note instances in which you reference "our" variable interest entity (VIE).
As an example only, on your cover page you state (emphasis added), "[w]e are
incorporated in the Cayman Islands. As a holding company with no material operations of
our own, we conduct our operations in China through our variable interest entities,..."
Please review your VIE disclosures throughout your filing and revise.

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 February 10, 2023 Page 2
 FirstName LastName
Qiwei Miao
EShallGo Inc.
February 10, 2023
Page 2
            You may contact Scot Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
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.

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EShallGo Inc.
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            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

United States securities and exchange commission logo
June 24, 2022
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. 2 to Draft Registration Statement on Form F-1
Submitted June 3, 2022
CIK No. 0001879754
Dear Mr. 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. 2 to Draft Registration Statement on Form F-1 filed Jine 3, 2022
Overview, page 3
1.We note your response and revised disclosure in response to our comment 10.  Please
revise your similar disclosure on page 92 to reflect the most recent year the Chinese
economy grew by 10% or more.
Contractual Arrangements with the VIEs and Their Shareholders, page 5
2.We note your response and revised disclosure in response to our comment 11.  Please
make similar revision throughout your prospectus and in each instance in which you
mention "control...of your VIEs," such as on pages 1, 7, 13 and 39.

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Global Brand Market of Copier Industry for 2019-2021, page 95
3.We note your response to comment 22 and your indication that company-specific data is
indicative of the market size and development trend of this sector.  Considering you
present trends in the global copier market as a whole elsewhere in this discussion,
company-specific data appears to be unnecessary and lacks appropriate context.  Revise
to remove this disclosure.
Our Background, page 104
4.We note your response and revised disclosure in response to our comment 21. However,
we note your disclosures on pages 3 and 93 that "EShallGo has completed the initial setup
of e-commerce and national service outlets and gained initial success in the
market." Please amend your disclosures throughout your filing to clearly and explicitly
disclose that your e-commerce business and related platform are not yet operational.
Description of Share Capital, page 153
5.We note your written response to our comment 23.  We also note your revised disclosure
on page 154 third paragraph that states, "Furthermore, future issuances of Class B
Ordinary Shares will be likely dilutive to Class A ordinary shareholders, and ...”  Please
revise to state that the issuance of Class B Ordinary Shares will be dilutive instead of
“likely dilutive." Also, where you discuss the disparate voting rights of Class A and Class
B Ordinary Shares state, if true, that such shares will vote together on matters presented to
Ordinary Shareholders.
General
6.We note your revisions to your filing in response to comment 8. We note you refer to your
PRC counsel but do not consistently identify your PRC counsel by name.  Please ensure
that when your refer to your PRC counsel that you identify that your counsel is the Beijing
Docvit Law Firm, if true.
            You may contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
May 13, 2022
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. 1 to Draft Registration Statement on Form F-1
Submitted April 13, 2021
CIK No. 0001879754
Dear Mr. 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. 1 to Draft Registration Statement on Form F-1 Submitted April 13, 2022
Prospectus Cover Page, page i
1.We note your amended disclosure in response to comment 1, including that "the VIEs are
consolidated for accounting purposes but are not entities in which you will own equity,
and our holding company does not conduct operations."  Please revise your disclosure to
state that investors may never hold equity in your Chinese operating companies.
2.We note your disclosure that PRC laws and regulations governing your current business
operations may result in, among other things, significant depreciation of the value of your
ordinary shares, or a complete hinderance of your ability to offer or continue to offer our

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securities to investors.  Please revise your disclosure to also state that these
circumstances could cause the value your securities to become worthless.
3.We note your disclosure on your cover page describing your dual class structure, as well
as your disclosure that you are and will continue to be a "controlled company."  Please
amend your prospectus cover page, where you discuss the voting rights of each class of
your shares, to disclose that Mr. Zhidan Mao, and Mr. Qiwei Miao will hold more than
50% of the voting rights represented by your outstanding Class A Ordinary Shares and
Class B Ordinary Shares, and as such, they will control matters subject to a vote by your
shareholders.
4.We note your response and revisions to your filing in response to our comment 4.
However, your amended disclosure was not responsive to our comment. Please amend
you disclosure on your cover page to clearly and specifically disclose how you will refer
to each entity throughout your filing, including the holding company, your subsidiaries,
and VIEs, so that it is clear to investors which entity the disclosure is referencing and
which subsidiaries or entities are conducting the business operations. When referencing
the VIE please refer to it as "the VIE" and not "our VIE."
5.We note your revised disclosure in response to our comment 5.  We reissue the comment
in part.  Please amend the disclosure on your cover page to provide a detailed description
of how cash is transferred through your organization and disclose your intentions to
distribute earnings or settle amounts owed under the VIE agreements. In this regard, we
note your cross reference to the discussion in your prospectus summary, and a
substantially similar discussion should be included on your cover page. Please also revise
your disclosure to provide cross-references to the condensed consolidating schedule and
the consolidated financial statements.
6.Discuss whether there are limitations on your ability to transfer cash between you, your
subsidiaries, the consolidated VIEs or investors. Provide a cross-reference to your
discussion of this issue in your summary, summary risk factors, and risk factors sections,
as well.
7.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies on your cover page and in the prospectus summary, and disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.).
Alternatively, state on the cover page and in the prospectus summary that you have no
such cash management policies that dictate how funds are transferred.  Provide a cross-
reference on the cover page to the discussion of this issue in the prospectus summary.
8.Where you refer to "our PRC counsel" here and throughout the filing, please identify your
counsel by name.

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Overview, page 3
9.We note your written response and revised disclosure in response to our comment 8.  We
also note the business activity that you have achieved, but it is unclear whether
this supports your assertion that you are "one of the leading office solution providers in
China." In this regard, disclose whether your assertion is based upon management's belief,
industry data, reports/articles or any other source.  If the statement is based upon
management's belief, please indicate that this is the case and include an explanation for
the basis of such belief.  Alternatively, if the information is based upon reports, articles or
other similar sources, please cite these reports, articles or other sources.  Finally, please
clarify the measure by which you are "leading;" for example, by sales, market share, or
some other metric.
10.We note your response and revised disclosure in response to our comment 10.  To provide
additional context for investors, please disclose the most recent year the Chinese economy
grew by 10% or more.
Contractual Arrangements with Our VIE and Its Shareholders, page 4
11.We note your amended disclosure in response to comment 11.  In each instance where you
disclose that "we control" and/or "we receive the economic benefits of Junzhang Beijing
or Junzhang Shanghai's business operation through a series of contractual arrangements,"
please also disclose the conditions that you have satisfied for consolidation of the VIE
under U.S. GAAP, and the fact that you are the primary beneficiary of the VIE for
accounting purposes.  Make conforming changes to your disclosure throughout the filing,
including your prospectus cover page.  As a related matter, we note your disclosure in the
notes to the financial statements on page F-9 that your VIEs "are controlled through
contractual arrangements in lieu of direct equity ownership by the Company or any of its
subsidiaries (emphasis added)."  Please remove this and any similar disclosure throughout
the filing that the company uses a VIE "in lieu of direct equity ownership," as this implies
that the company could have indirect ownership in the VIEs.
Corporate Structure, page 4
12.Please remove from your diagram the arrowheads from your dashed lines representing
contractual interests in your VIEs.  Make conforming changes to page 106 of your filing.
Transfers of Cash to and from Our VIEs and Subsidiaries, page 7
13.Please amend your disclosure here, on your prospectus cover page, and in the summary
risk factors and risk factors sections to state that, to the extent cash in the business is in the
PRC/Hong Kong or a PRC/Hong Kong entity, the funds 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 you, your subsidiaries, or the
consolidated VIEs by the PRC government to transfer cash. On the cover page, provide

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cross-references to these other discussions.
14.We note your disclosure that "[t]he laws and regulations of the PRC do not currently have
any material impact on transfer of cash from EShallGo to EShallGo HK or from EShallGo
HK to EShallGo (emphasis added)."  The disclosure here should not be qualified by
materiality.  Please make appropriate revisions to your disclosure.
15.We note your disclosure that "[a]s of the date of this prospectus, there has been no
distribution of dividends or assets among the holding company or the subsidiaries."
Please amend your disclosure to clarify whether there have been any distributions to your
VIEs or investors.
Summary or Risk Factors, page 10
16.We note your amended disclosure in response to comment 14, but your disclosure is not
completely responsive to our comment.  Please amend your summary risk factors to
disclose that more oversight or control of overseas offerings by the Chinese government
could result in a material change in your operations and/or the value of the securities you
are registering for sale, and any related action by the Chinese government 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.
Regulatory Permissions, page 15
17.We note your revision on page 16 in response to our comment 17.  We also note your
written response in which you state "we have updated our disclosure on the new draft
regulations by the CSRC in the Risk Factors on page 56 and Regulations on page 140."
We do not see any conforming changes in your "Risk Factors" and your "Regulation"
discussion.  Please revise your disclosure or advise why it is not required.  In addition, it is
unclear whether you have relied upon an opinion of counsel with respect to your
conclusions that you do not need any permissions and approvals to operate your business
and to offer securities to investors. In this regard, we note your reference to "the opinions
of our PRC counsel summarized above," but it is unclear which disclosure is the opinion
of your counsel. If you are not relying on an opinion of counsel, state as much and explain
why such an opinion was not obtained. If you are relying on an opinion of counsel, clarify
in your disclosure your counsel's opinion.  Make conforming changes to your disclosure
indicating that you do not need permissions or approvals from the Cyberspace
Administration of China.
Risk Factors
"If we are unable to implement and maintain . . .", page 27
18.We note your amended disclosure in response to comment 20.  Please briefly describe
your plans, if any, to remedy the material weaknesses disclosed.

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"PRC regulation of loans to and direct investment in PRC entities . . .", page 47
19.We note your response to our comment 24.  However, we unable to find the referenced
disclosure in the risk factor or on page 137.  We reissue our comment.  Please revise your
risk factor disclosure to quantify the current statutory limit on loans you may make to your
PRC subsidiary and VIEs.
Use of Proceeds, page 65
20.We note your revision to your use of proceeds disclosure to include an acquisition.  Please
amend your disclosure to clarify whether you have identified any particular business to
acquire or have otherwise entered into preliminary negotiations with potential
acquisition targets.
Our Background, page 92
21.Please amend your disclosure here and throughout your filing to clearly and explicitly
disclose that your e-commerce business and related platform are not yet operational.
Business
Industry
Global Brand Market of Copier Industry for 2019-2021, page 93
22.We note your discussion in this section of global copier brands, including their results of
operations.  However, it does not appear that you are an affiliate of these companies.
Please tell us why it is appropriate to include revenues, growth rates, and other metrics for
these companies, considering that these are not your results of operations or your affiliates
results of operations.  Alternatively, please remove this disclosure from your filing.
Description of Share Capital, page 150
23.We note your revised disclosure in response to our comment 36.  We reissue our comment
in part.  Please disclose here that Class B Ordinary Shares have ten votes per share as
compared with one vote per share for Class A Ordinary Shares. Please also disclose
here that future issuances of Class B ordinary shares will be dilutive to Class A ordinary
shareholders. In this regard, your risk factor on page 59 states, "Each Class A Ordinary
Share has one (1) vote and each Class B Ordinary Share has twenty (10) votes (emphasis
added)."  Please revise or advise.
Consolidated Financial Statements, page F-1
24.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F or
include the representation noted in the Instruction 2 to Item 8.A.4 as an exhibit to your
registration statement.

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            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 Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
January 26, 2022
Qiwei Miao
Chief Executive Officer
EShallGo Inc.
12F Block 16, No.1000 Jinhai Road
Pudong New District
Shanghai, China 201206
Re:EShallGo Inc.
Draft Registration Statement on Form F-1
Submitted December 27, 2021
CIK No. 0001879754
Dear Mr. Miao:
            We have reviewed your 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.
Draft Registration Statement on Form F-1
Prospectus Cover Page, page i
1.We note your disclosure that the VIE structure is used to replicate foreign investment in
China-based companies.  We note, however, that the structure provides contractual
exposure to foreign investment in such companies rather than replicating an investment.
Please revise accordingly.
2.We note your disclosure that "[r]ecently, the PRC government initiated a series of
regulatory actions and statements to regulate business operations in China with little
advance notice, including cracking down on illegal activities in the securities market,

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enhancing supervision over China-based companies listed overseas using variable interest
entity structure, adopting new measures to extend the scope of cybersecurity reviews, and
expanding the efforts in anti-monopoly enforcement."  Please amend your disclosure to
briefly describe the specific regulatory actions and statements to which you refer.
3.We note your disclosure concerning the Holding Foreign Companies Accountable Act.
Please augment your disclosure to include whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021.
4.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs 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.  Refrain from using terms such as "we" or "our" when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does
not conduct operations. Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
5.We note your disclosure describing the current regulations related to cash transfers
throughout your organization, including that you "have not made any transfers, dividends
or distributions to the U.S. investors."  Please amend your disclosure to provide a more
detailed description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, and quantify the amounts
where applicable. Provide cross-references to the condensed consolidating schedule and
the consolidated financial statements.
Prospectus Summary, page 1
6.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make

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the information presented not misleading.
Prospectus Conventions, page 2
7.We note your disclosure that "We have relied on statistics provided by a variety of
publicly available sources regarding China’s expectations of growth."  As appropriate
throughout your filing, including your description of your industry and business, where
your disclosure relies upon these statistics or sources, please identify the specific source.
Overview, page 3
8.Please provide the measure by which you are a "leading" office solution provider in
China.  For example, disclose whether you lead by sales, market share, or some other
metric.
9.We note your disclosure that "EShallGo has completed the initial setup of e-commerce
and national service outlets and gained initial success in the market."  Please clarify what
the "initial setup" of e-commerce and national service outlets means.  Please also
clarify what is meant by "success" in this context.
10.We note your reference to "the prosperous and thriving growth of business in China in
recent years."  Please reconcile this disclosure with your disclosure on page 22 that "[t]he
Chinese economy has slowed down since 2012 and such slowdown may continue."
Contractual Arrangements with Our VIE and Its Shareholders, page 4
11.We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIE’s business operations through contractual agreements
between the VIE and your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIE. We also note your disclosure that the Cayman Islands holding company is the
primary beneficiary of the VIE.  You disclose "The VIE agreements are designed to
provide EShallGo WFOE with the power, rights and obligations equivalent in all material
respects to those it would possess as the sole equity holder of Junzhang Beijing and
Junzhang Shanghai, including absolute control rights and the rights to the assets, property
and revenue of Junzhang Beijing or Junzhang Shanghai." However, neither the investors
in the holding company nor the holding company itself have an equity ownership in, direct
foreign investment in, or control of, through such ownership or investment, the VIE.
Accordingly, please refrain from implying that the contractual agreements are equivalent
to equity ownership in the business of the VIE.  Any references to control or benefits that
accrue to you because of the VIE should be limited to a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify that you are the primary beneficiary of the VIE for accounting
purposes.  Please also disclose, if true, that the VIE agreements have not been tested in a
court of law.

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Transfers of Cash to and from Our Subsidiaries, page 7
12.We note your disclosure that "Eshallgo is permitted under the Cayman Islands laws to
provide funding to our subsidiaries in Hong Kong and PRC through loans or capital
contributions without restrictions on the amount of the funds, subject to satisfaction of
applicable government registration, approval and filing requirements." Please provide a
detailed description of the restrictions on distributions, including a discussion of the
relevant government regulations requiring registration, approvals, and filing requirements.
Describe any restrictions on foreign exchange and your ability to transfer cash between
entities, across borders, and to U.S. investors. We also note your disclosures that you are
"a holding company with no operations of its own," you "conduct [y]our operations in
China primarily through [y]our VIEs," and that you "may rely on dividends to be paid by
[y]our VIEs and their subsidiaries to fund [y]our cash and financing requirements." Please
disclose how you have funded your cash and financing requirements to date if, as you
disclose here and on page 10, "there has been no distribution of dividends or assets among
the holding company or the subsidiaries." As applicable, quantify any cash flows and
transfers of other assets by type that have occurred between the holding company, its
subsidiaries, and the consolidated VIEs, and direction of transfer. Quantify any dividends
or distributions that a subsidiary or consolidated VIE have made to the holding company
and which entity made such transfer, and their tax consequences.  Disclose your intentions
to distribute earnings or settle amounts owed under the VIE agreements.  Please provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements.
13.We note that you discuss "Transfers of Cash to and from Our Subsidiaries" and "Transfers
of Cash to and from Our VIEs and Subsidiaries" in two separate sections of your
prospectus summary, separated by your summary risk factors.  To clearly describe how
cash is transferred throughout your organization, please consider amending your
disclosure to present these two sections next to each other in your Prospectus Summary.
Summary or Risk Factors, page 8
14.We note your disclosure "Below is a summary of material factors that make an investment
in our Ordinary Shares speculative or risky." Please amend your disclosure here to provide
a more detailed summary of the risks related to doing business in China. Your disclosure
should include a discussion of the 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. For each risk factor listed, please provide a cross
reference to the the more detailed discussion of these risks in the "Risk factors"
section of your prospectus. A general reference to your "Risk Factors" disclosure is not

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sufficient, and each risk factor should include a specific cross-reference.
Holding Foreign Company Accountable Act, page 10
15.Please augment your disclosure to state that, if Nasdaq or regulatory authorities decide to
apply additional and more stringent criteria to you after considering the effectiveness of
your auditor's audit procedures, it may lead to your securities being delisted.
PRC Limitation on Oversea Listing, page 14
16.We note your disclosure concerning the impact of the M&A Rules on your Company.
Please expand your disclosure to discuss the potential impact of these regulations on on
investors.  Also, include in your discussion the possibility the law is changed, and the
related consequences to you and your investors.
17.We note that, on December 24, 2021, the CSRC issued two new draft regulations: the
Administrative Provisions of the State Council on Overseas Securities Offering and
Listing by Domestic Companies, and the Administrative Measures for the Filings of the
Overseas Securities Offering and Listing by Domestic Companies.  Please amend your
disclosure in this section to discuss these new draft regulations, including the status of the
same, and each's potential impact on your business and operations.  Make conforming
changes throughout your filing, including to your "Risk Factors" and your "Regulation"
discussion in the description of your business.
Recent Regulatory Development in PRC, page 15
18.Please amend your disclosure to discuss the impact of the relevant regulatory
developments on investors. Please also address the applicability, if any, of new regulations
that will go into effect on February 15 that will require internet platform operators holding
data of more than 1 million users to undergo a network security review, and discuss any
related impact on your company and investors.  Make conforming changes throughout
your filing, including to your "Risk Factors" and "Regulation" disclosures.
Risk Factors
"Product shortages may impair our operating results.", page 20
19.We note your reference to "key supply agreements."  Please amend your disclosure to
identify any "key suppliers" that are material to your business.  Further, in an appropriate
place in your filing, please disclose the material terms of your key supply agreements.
Finally, please file any material key supplier agreements as exhibits to your registration
statement, or tell us why you believe you are not required to do so.  See Item 601(b)(10)
of Regulation S-K.
"If we are unable to implement and maintain . . .", page 26
20.We note your disclosure that "[w]e are not subject to the requirement that we maintain
internal controls and that management performs periodic evaluation of the effectiveness of

 FirstName LastNameQiwei Miao
 Comapany NameEShallGo Inc.
 January 26, 2022 Page 6
 FirstName LastNameQiwei Miao
EShallGo Inc.
January 26, 2022
Page 6
the internal controls."  Please amend your disclosure to clarify if and when you will be
subject to this requirement.  As a related matter, we note your references to a "material
weakness" in your internal controls.  Please identify the specific material weakness(es) to
which you refer.  If you material weakness is your inability to maintain effective internal
controls, please clearly disclose the same.
"We have 23 subsidiaries, 19 of which rely on each partner who holds 45% shares of each
subsidiary.", page 37
21.We note your disclosure that "Junzhang Shanghai holds 55% equity in  19 out of 20 of its
subsidiaries, and our local business partner holds 45% to develop business and expand the
local market."  Please identify the local business partner, and include this entity in your
organizational graphic on page 4.
"Our contractual arrangements may not be as effective in providing . . .", page 38
22.We note your disclosure that "[w]e are trying to transfer the business that does not involve
in the Negative List to the WFOE, in which we have the whole ownership interest, and we
can fully control and operate these businesses."  Please amend your disclosure to
describe t