SecProbe.io

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 Ridgetech, Inc.

 5th Floor, Building 6, No. 100, 18th Street, Baiyang
Sub-district,

 Qiantang District, Hangzhou City, Zhejiang Province

 People's Republic of China, 310008

 December 11, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade and Services

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Rebekah Reed

 Re:

 Ridgetech, Inc.

 Registration Statement on Form F-3

 File No. 333-291941

 Dear Ms. Reed:

 Ridgetech, Inc. (the "Company")
hereby requests that the above-captioned registration statement (the "Registration Statement") be declared effective at 4:00
p.m., Eastern Time on Monday, December 15, 2025, or as soon thereafter as may be practicable.

 We acknowledge that a declaration
by the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 If you have any questions,
please do not hesitate to contact the undersigned at frank.zhao@ridgetch.com, or Yan Zhang of Norton Rose Fulbright US LLP, outside counsel
to the Company, at yan.zhang@nortonrosefulbright.com (Tel: 628-231-6821).

 Very truly yours,

 /s/ Ming Zhao

 Ming Zhao
Interim Chief Executive Officer and
Chief Financial Officer

 cc: Siyuan An, Esq., Norton Rose Fulbright US LLP

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China Jo-Jo Drugstores, Inc.

Hai Wai Hai Tongxin Mansion Floor 6

Gong Shu District, Hangzhou City

People’s Republic of China 310008

January 23, 2023

VIA
EDGAR

U.S. Securities
and Exchange Commission

Division of Corporation
Finance

Office of Trade
and Services

100 F Street,
NE

Washington, D.C.
20549

Attention:
Cara Wirth

Re:  China
                                            Jo-Jo Drugstores, Inc.

    Registration
                                            Statement on Form F-3

    File
                                            No. 333-269182

Dear Ms. Wirth:

	China Jo-Jo Drugstores, Inc.
(the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”)
be declared effective at 4:00 p.m., Eastern Time on Wednesday, January 25, 2023, or as soon thereafter as may be practicable.

	We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

	If you have any questions,
please do not hesitate to contact the undersigned at frank.zhao@jojodrugstores.com, or Elizabeth F. Chen of Pryor Cashman LLP, outside
counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    /s/ Ming Zhao

    Ming Zhao
Chief Financial Officer

cc:  Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
January 17, 2023
Lei Liu
Chief Executive Officer
China Jo-Jo Drugstores Holdings, Inc.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City, Zhejiang Province
People’s Republic of China, 310008
Re:China Jo-Jo Drugstores Holdings, Inc.
Registration Statement on Form F-3
Filed January 11, 2023
File No. 333-269182
Dear Lei Liu:
            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:       Elizabeth Chen

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China Jo-Jo Drugstores, Inc.

Hai Wai Hai Tongxin Mansion Floor 6

Gong Shu District, Hangzhou City

People’s Republic of China 310008

December
15, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F Street, NE

Washington, D.C. 20549

Attention: Brian Fetterolf

Re:  China Jo-Jo Drugstores, Inc.

    Registration Statement on Form F-3, as amended

    File No. 333-259692

Dear Mr. Fetterolf:

	China Jo-Jo Drugstores, Inc.
(the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”)
be declared effective at 4:00 p.m., Eastern Time on Monday, December 19, 2022, or as soon thereafter as may be practicable.

	We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

	If you have any questions,
please do not hesitate to contact the undersigned at frank.zhao@jojodrugstores.com, or Elizabeth F. Chen of Pryor Cashman LLP, outside
counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    /s/ Ming Zhao

    Ming Zhao
Chief Financial Officer

cc:	Elizabeth Fei Chen, Esq.

CORRESP
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China Jo-Jo Drugstores Inc.

Hai Wai Hai Tongxin Mansion Floor 6

Gong Shu District, Hangzhou City, Zhejiang Province

People’s Republic of China, 310008

November 23, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf & Lilyanna Peyser

    Re:
    China Jo-Jo Drugstores Inc.

    Amended No.4 to Registration Statement on Form F-3

    Filed October 19, 2022

    File No. 333-259692

Dear Ms. Peyser and Mr. Fetterolf:

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated November 15, 2022 (the “Comment
Letter”) to China Jo-Jo Drugstores Inc. (the “Company”) with respect to the Amendment No. 4 to Registration Statement
on Form F-3.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 4 to Registration Statement
on Form F-3 filed October 19, 2022 Cover Page

 1. In each instance where you discuss the August 26 Statement of Protocol, please disclose that the PCAOB
will be required to reassess its determinations by the end of 2022.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on the cover page, prospectus summary on page 15 and in Risk Factors section
on page 22 of the Amendment No. 5 to Registration Statement on Form F-3 (the “F-3/A”).

 2. We note your response to comment 2, as well as the following disclosure: “To the extent cash or
assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets 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 such entities, our subsidiaries, or the consolidated VIEs by the PRC government to transfer cash or assets.” In each instance
where such disclosure appears, please revise to include “the Company” along with “such entities, our subsidiaries, or the
consolidated VIEs.”

Response: In response to the
Staff’s comment, the Company pointed out to the Staff that “the Company” shall not be added here along with “such
entities, our subsidiaries, or the consolidated VIEs”, because the restrictions are unique in transferring cash or assets out from
PRC/Hong Kong, where the Company, as a Cayman Islands holding company, does not face any limitations in transferring cash or assets out
since the holding company itself does not have any cash or assets in PRC or Hong Kong.

Prospectus
Summary, page 1

 3. We note your
                                            response to comment 7, however your disclosure appears to continue to be deficient. In connection
                                            therewith:

 ● State
                                            whether you have been denied any permissions or approvals to operate your business.

 ● We
                                            note your disclosure in the last paragraph on page 4 regarding the consequences if you are
                                            required to obtain permissions or approvals to offer your securities in the future as a result
                                            of changes in the law. Revise to also address the consequences if you inadvertently conclude
                                            that permissions or approvals to offer your securities are not required.

 ● Include
                                            disclosure of the consequences to you if you, your subsidiaries, the VIEs or the VIEs’ subsidiaries:
                                            (i) do not receive or maintain permissions or approvals to operate your businesses,
                                            (ii) inadvertently conclude that permissions or approvals to operate your businesses are
                                            not required, or (iii) applicable laws, regulations, or interpretations change and you are
                                            required to obtain permissions or approvals in the future to operate your businesses.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on Pages 4 and 5 of the F-3/A under Prospectus Summary section.

 4. Please revise or advise regarding your reference on page
13 to an entity named “Shanghai Juhao.”

Response: In response to the
Staff’s comment, the Company has revised its disclosure on Page 13 to remove the typo.

General

 5. We note your response to comment 5. In connection therewith:

 ● The disclosure in the sixth paragraph on your cover page disclosure states that a VIE is an “entity
whose financial statements are included in our consolidated financial statements as a result of a series of agreements (“VIE Agreements”)
which give us, through our WFOE, the ability to conduct the operations in China and consolidate the financial statements of such entities
under the U.S. Generally Accepted Accounting Principles (the “U.S. GAAP”).” Please revise to state that you have the
ability to conduct operations in China and consolidate the financial statements of such entities for accounting purposes through the VIE
Agreements to the extent you have satisfied the conditions for consolidation of the VIEs under U.S. GAAP.

 ● We note your cover page disclosure that the economic benefits of the VIE’s business “are transferred
to us through certain contractual arrangements and consolidate them into our financial statements under U.S. GAAP as a primary beneficiary
for accounting purposes.” Please revise to state that you receive the economic benefits of the VIEs, are the primary beneficiary
for accounting purposes, and consolidate their financial statements through the VIE Agreements to the extent you have satisfied the conditions
for consolidation of the VIEs under U.S. GAAP. Make similar changes in the first paragraph on page 2, first paragraph on page 13 and third
paragraph on page 17.

 ● We note your revised disclosure on the cover page that discusses the consolidation of the “financial
statements of the VIEs as its primary beneficiary under the U.S. GAAP” in place of your discussion of your “ability to manage
the VIEs.” Revise to state that you consolidate the VIEs financial statements and are their primary beneficiaries for accounting
purposes to the extent you satisfy the conditions for consolidation of the VIEs under U.S. GAAP. Please make conforming changes on pages
13 and 18 where you continue to discuss your “ability to effectively manage the VIEs and receive economic benefits from it.”

Response: In
response to the Staff’s comment, the Company has revised its disclosure accordingly at the places pointed out in the comment above.

    2

 6. In an appropriate place, please discuss the arrangement between Mainland China and the Hong Kong
                                                                 Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion. In revising your
                                                                 disclosure, please also discuss China’s Enterprise Tax Law, which imposes a withholding income tax of 10% on dividends
                                                                 distributed by a Foreign Invested Enterprise to its immediate holding company outside of Mainland China unless such holding company
                                                                 is registered in Hong Kong or other jurisdictions that have a tax treaty with mainland China, in which case the tax is 5% (subject
                                                                 to a qualification review at the time of the distribution).

Response: In
response to the Staff’s comment, the Company has added relevant disclosure regarding PRC Enterprise Income Tax Law and Arrangement
between Mainland China and Hong Kong for the Avoidance of Double Taxation and Prevention of Fiscal Evasion accordingly under Description
of Ordinary Shares on Page 27.

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.zhao@jojodrugstores.com,
or Elizabeth Fei Chen of Pryor Cashman LLP, the outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Ming Zhao

    Name:
    Ming Zhao

    Title:
    Chief Financial Officer

    cc:
    Elizabeth Fei Chen, Esq.

3

United States securities and exchange commission logo
November 15, 2022
Ming Zhao
Chief Financial Officer
China Jo-Jo Drugstores Holdings, Inc.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City, Zhejiang Province
People’s Republic of China, 310008
Re:China Jo-Jo Drugstores Holdings, Inc.
Amendment No. 4 to Registration Statement on Form F-3
Filed October 19, 2022
File No. 333-259692
Dear Ming Zhao:
            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 October 7, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-3 filed October 19, 2022
Cover Page
1.In each instance where you discuss the August 26 Statement of Protocol, please disclose
that the PCAOB will be required to reassess its determinations by the end of 2022.
2.We note your response to comment 2, as well as the following disclosure:  "To the extent
cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the
funds or assets 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 such entities, our subsidiaries, or the consolidated VIEs by the PRC

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 November 15, 2022 Page 2
 FirstName LastNameMing Zhao
China Jo-Jo Drugstores Holdings, Inc.
November 15, 2022
Page 2
government to transfer cash or assets."  In each instance where such disclosure appears,
please revise to include "the Company" along with "such entities, our subsidiaries, or the
consolidated VIEs."
Prospectus Summary, page 1
3.We note your response to comment 7, however your disclosure appears to continue to be
deficient.  In connection therewith:

•State whether you have been denied any permissions or approvals to operate your
business.

•We note your disclosure in the last paragraph on page 4 regarding the consequences
if you are required to obtain permissions or approvals to offer your securities in the
future as a result of changes in the law.  Revise to also address the consequences if
you inadvertently conclude that permissions or approvals to offer your securities are
not required.

•Include disclosure of the consequences to you if you, your subsidiaries, the VIEs or
the VIEs' subsidiaries:  (i) do not receive or maintain permissions or approvals to
operate your businesses, (ii) inadvertently conclude that permissions or approvals to
operate your businesses are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain permissions or approvals in the
future to operate your businesses.
4.Please revise or advise regarding your reference on page 13 to an entity named "Shanghai
Juhao."
General
5.We note your response to comment 5. In connection therewith:

•The disclosure in the sixth paragraph on your cover page disclosure states that a VIE
is an "entity whose financial statements are included in our consolidated financial
statements as a result of a series of agreements (“VIE Agreements”) which give us,
through our WFOE, the ability to conduct the operations in China and consolidate the
financial statements of such entities under the U.S. Generally Accepted Accounting
Principles (the “U.S. GAAP”)." Please revise to state that you have the ability to
conduct operations in China and consolidate the financial statements of such entities
for accounting purposes through the VIE Agreements to the extent you have satisfied
the conditions for consolidation of the VIEs under U.S. GAAP.

•We note your cover page disclosure that the economic benefits of the VIE's business
"are transferred to us through certain contractual arrangements and consolidate them
into our financial statements under U.S. GAAP as a primary beneficiary for

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 November 15, 2022 Page 3
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
November 15, 2022
Page 3
accounting purposes." Please revise to state that you receive the economic benefits of
the VIEs, are the primary beneficiary for accounting purposes, and consolidate their
financial statements through the VIE Agreements to the extent you have satisfied the
conditions for consolidation of the VIEs under U.S. GAAP. Make similar changes in
the first paragraph on page 2, first paragraph on page 13 and third paragraph on page
17.

•We note your revised disclosure on the cover page that discusses the consolidation of
the "financial statements of the VIEs as its primary beneficiary under the U.S.
GAAP" in place of your discussion of your "ability to manage the VIEs."  Revise to
state that you consolidate the VIEs financial statements and are their primary
beneficiaries for accounting purposes to the extent you satisfy the conditions for
consolidation of the VIEs under U.S. GAAP. Please make conforming changes on
pages 13 and 18 where you continue to discuss your "ability to effectively manage
the VIEs and receive economic benefits from it."
6.In an appropriate place, please discuss the arrangement between Mainland China and the
Hong Kong Special Administrative Region for the Avoidance of Double Taxation and
the Prevention of Fiscal Evasion.  In revising your disclosure, please also discuss China's
Enterprise Tax Law, which imposes a withholding income tax of 10% on dividends
distributed by a Foreign Invested Enterprise to its immediate holding company outside of
Mainland China unless such holding company is registered in Hong Kong or other
jurisdictions that have a tax treaty with Mainland China, in which case the tax is 5%
(subject to a qualification review at the time of the distribution).

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 November 15, 2022 Page 4
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
November 15, 2022
Page 4
            You may contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen

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China Jo-Jo Drugstores Inc.

Hai Wai Hai Tongxin Mansion Floor 6

Gong Shu District, Hangzhou City, Zhejiang Province

People’s Republic of China, 310008

October 19, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf

    Re:
    China Jo-Jo Drugstores Inc.

    Amended No.3 to Registration Statement on Form F-3

    Filed September 15, 2022

    File No. 333-259692

Dear Mr. Fetterolf:

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated October 7, 2022 (the “Comment Letter”),
to China Jo-Jo Drugstores Inc. (the “Company”) with respect to the Amendment No. 3 to Registration Statement on Form F-3.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 3 to Registration Statement
on Form F-3 filed September 15, 2022 Cover Page

1. We note your response to comment 3, as well as your amended disclosure. Please revise to disclose whether
and how the Accelerating HFCAA will or would affect your company. In this regard, where you discuss the consequences “[i]f the PCAOB
is unable to inspect the Company’s auditors for three consecutive years,” please also disclose that the Accelerating HFCAA,
if enacted, would reduce the three-consecutive-year inspection timeframe to two years, and that as a result, the time before your securities
may be prohibited from trading or delisting would be reduced. Make conforming changes in in the section entitled “Cautionary Statement
Regarding Holding Foreign Companies Accountable Act” on page 15 and in your risk factor on page 22.

Response: In response to the
Staff’s comment, the Company has revised its disclosure as requested on the Cover Page and in the section entitled “Cautionary
Statement Regarding Holding Foreign Companies Accountable Act” in the Amendment No. 4 to the Registration Statement on Form
F-3 (“Amended F-3”). In addition, the Company respectfully points out to the Staff that such disclosure has been updated in
the Risk Factor titled “Our auditor is headquartered in Irvine, California, and is subject to inspection by the PCAOB on a regular
basis. To the extent that our independent registered public accounting firm’s audit documentation related to their audit reports
for our company become located in China, the PCAOB may not be able to inspect such audit documentation and, as such, you may be deprived
of the benefits of such inspection and our ordinary shares could be delisted from the stock exchange pursuant to the Holding Foreign Companies
Accountable Act.”

    1

2. We note your response to comment 6, as well as your amended disclosure that “the funds or assets
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 . . . .” Please revise to clarify
that restrictions and limitations will be on the company’s and the company’s subsidiaries’ ability to offer or continue
to offer securities, and make conforming changes, as applicable, throughout the prospectus. (Emphasis added with respect to all underlined
language).

Response: In response to the
Staff’s comment, the Company respectfully pointed out to the Staff that such restrictions and limitations, as mentioned in the comment,
will only influence the ability of our PRC subsidiaries to distribute dividends to CJJD and VIEs’ ability to transfer cash to CJJD,
which in turn, to certain extent, influence the Company’s ability to issue dividends to the investors. However, such restrictions
and limitations will not influence the Company’s ability to offer or continue to offer securities, and the investors will never
own equity interests of the Company’s subsidiaries.

3. We note your response to comment 7, as well as your amended disclosure discussing your cash management
policies on page 9. Please revise to also include this discussion on your cover page.

Response: In response to the
Staff’s comment, the Company has added such disclosure as requested on the cover page.

4. We note your response to comment 9 that Jiuxin Medicine is not one of the VIEs, however, your disclosure
on the cover page continues to indicate that Jiuxin Medicine is a VIE. In particular, we note your disclosure that “Jiuxin Management
then distributed the RMB as loans to the operating entities including Jiuzhou Pharmacy, Jiuxin Medicine, Jiuzhou Service and Jiuzhou
Clinic, which are the consolidated VIEs” (emphasis added). Please revise accordingly to accurately describe which entities are the
consolidated VIEs.

Response: Jiuxin Medicine is
not a VIE per se. It is the subsidiary of one of the VIEs. In response to the Staff’s comment, the Company has revised the cover
page to clarify such relationship.

5. We note your response to comment 16 as well as your amended disclosure on the cover page and in the
summary that a VIE “is a variable interest entity whose financial statements are included in our consolidated financial statements
as a result of a series of agreements which give us, through our WFOE, the ability to conduct the operations and retain economic benefits.”
Where you disclose that you receive the economic benefits of your VIE, please revise to qualify such statement with a clear description
of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP and also clarify that you are the primary beneficiary
of the VIE for accounting purposes, and make conforming changes throughout the prospectus where you discuss “economic benefits.”
Also revise your reference to “our VIEs” on page 12 and your references to “our subsidiaries and VIEs” on pages 12
and 16 to refrain from using the term “our” when describing activities or functions of the VIEs. Finally, where you discuss
your “ability to manage” the VIEs, revise to disclose the conditions you have satisfied for consolidation of the VIEs under
U.S. GAAP and that you are the primary beneficiary of the VIEs for accounting purposes.

Response: In response to the
Staff’s comment, the Company has revised the disclosure accordingly throughout the Amended F-3.

    2

Prospectus Summary, page 4

6. We note your response to comment 10, as well as your amended disclosure that discusses the consequences
if you “were denied permissions from Chinese authorities to list on U.S. exchanges or issue securities to foreign
investors.” Please revise to also discuss the consequences if you were denied permissions or approvals from Chinese Authorities,
and in each instance throughout the prospectus in which you discuss permissions or approvals to issue securities to foreign investors,
revise to discuss the permissions or approvals to offer securities to foreign investors. (Emphasis added with respect to all underlined
language).

Response: In response to the
Staff’s comment, the Company has revised these disclosures accordingly.

The Company also respectfully pointed
out to the Staff that as mentioned in prospectus summary and risk factors, the currently applicable Cybersecurity Review Measures took
effect on February 15, 2022 is not applicable to the Company, its subsidiaries or the VIEs. Therefore, none of them is required to obtain
any permissions or approvals from Chinese authorities, including the China Securities Regulatory Commission, or CSRC, or Cybersecurity
Administration Committee, or CAC, to list on U.S exchanges or issue securities to foreign investors, and in turn, they were not denied
any permissions or approvals from Chinese authorities to offer or issue securities to foreign investors. In addition, as mentioned in
prospectus summary and risk factors, the Draft Rules Regarding Overseas Listing, which potentially will be used to regulate the companies
who make an application for initial public offering and listing in an overseas market and issues who issues overseas listed securities
after overseas listing, have not been enacted into law. The estimated date of promulgation is still highly uncertain. Currently, as advised
by our PRC Counsel, the Company is not required to obtain any permissions or approvals from the government of China for any offering pursuant
to this prospectus, and in turn, the Company is not denied any permissions or approvals from Chinese authorities to offer or issue securities
to foreign investors.

7. We note the following statement on page 14: “If the Company or its subsidiaries does not receive
or maintain such permissions or approvals, or mistakenly conclude that such permissions or approvals are not required, our business may
be adversely affected.” Please revise to include the VIEs and their subsidiaries (e.g., If the Company or its subsidiaries
or the VIEs or their subsidiaries do not receive....). Also, in addition to discussing the effects if you do not receive or maintain
permissions or approvals or if you mistakenly conclude that they are not required, revise to discuss the effects if applicable laws,
regulations, or interpretations change and you are required to obtain such permissions or approvals in the future (in addition to if you
do not receive). Finally, revise to clarify that “such permissions or approvals” applies to any permissions or approvals
to offer the securities to foreign investors, and not just to approvals or permissions required by the CSRC or CAC, as the current disclosure
suggests. (All emphasis in this comment added.) Make the first two requested revisions (in the second and third sentences above) to the
similar statement on page 10.

Response: In response to the
Staff’s comment, the Company has revised the disclosure accordingly under Licenses and Permits and under Cautionary Statement
Regarding Doing Business in China of the Amended F-3. In addition, the Company respectfully points out to the Staff that “such
permissions or approvals” do not apply to either CSRC or CAC, since as clearly indicated in the prospectus, as of the date of the
prospectus, the Company is not required to request any approvals or permits from CSRC or CAC regarding data security review or listing
or issuing securities overseas.

8. We note your response to comment 11. Please revise your disclosure to state, as you do in your response
letter, that you relied on the opinion of management because “it is the obligation of the Company management to maintain and update
the licenses and permissions and the Company has its in-house local counsel and special administrative staff in charge of matters specifically
related to its business.”

Response: In response to the
Staff’s comment, the Company has revised the last paragraph of “Licenses and Permits” under Prospectus Summary.

Prospectus Summary

Cautionary Statement Regarding our Variable
Interest Entity Structure, page 12

9. We note your response to comment 15 but cannot locate disclosure in this section regarding the challenges
you may face enforcing the VIE agreements due to jurisdictional limits. Please revise accordingly.

Response: In response to the
Staff’s comment, the Company has added disclosure regarding the challenges of enforcing the VIE agreements due to jurisdictional
limits in this part of the Prospectus Summary.

    3

Summary of Risk Factors related to China,
page 12

10. Please revise to summarize each of the China-related risk factors discussed in your section entitled
“Risks Related to Our Corporate Structure and Doing Business in the PRC.” In this regard, we note that you only summarize
six of your twelve China-related risk factors here.

Response: In response to the
Staff’s comment, the Company has revised accordingly under Summary of Risk Factors to include the rest six China-related
risk factors.

Cautionary Statement Regarding Doing Business
in China, page 14

11. We note your response to comment 19, as well as your amended disclosure. Please revise to also state
that rules and regulations in China can change quickly with little advance notice.

Response: In response to the
Staff’s comment, the Company has added “Rules and regulations in China can change quickly with little advance notice.”
under section “Cautionary Statement Regarding Doing Business in China”.

Exhibit 5.1

12. We note that the legal opinion is limited to the laws of the Cayman Islands. However, one of counsel’s
opinions is as to the valid and binding obligation of the Debt Securities, and we note that the Form of Senior Debt Securities Indenture
and Form of Subordinated Debt Securities Indenture are governed by the laws of New York. Please revise the opinion accordingly.

Response: In response to the
Staff’s comment, the Cayman counsel’s opinion related to the laws of New York has been removed. Such opinion was covered by
the Company’s U.S. counsel that was previously filed.

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.zhao@jojodrugstores.com,
or Elizabeth Fei Chen of Pryor Cashman LLP, the outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Ming Zhao

    Name:
    Ming Zhao

    Title:
    Chief Financial Officer

    cc:
    Elizabeth Fei Chen, Esq.

4

United States securities and exchange commission logo
October 7, 2022
Ming Zhao
Chief Financial Officer
China Jo-Jo Drugstores Holdings, Inc.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City, Zhejiang Province
People’s Republic of China, 310008
Re:China Jo-Jo Drugstores Holdings, Inc.
Amendment No. 3 to Registration Statement on Form F-3
Filed September 15, 2022
File No. 333-259692
Dear Ming Zhao:
            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 August 30, 2022 letter.

Amendment No. 3 to Registration Statement on Form F-3 filed September 15, 2022
Cover Page
1.We note your response to comment 3, as well as your amended disclosure.  Please revise
to disclose whether and how the Accelerating HFCAA will or would affect your
company.  In this regard, where you discuss the consequences "[i]f the PCAOB is unable
to inspect the Company’s auditors for three consecutive years," please also disclose that
the Accelerating HFCAA, if enacted, would reduce the three-consecutive-year inspection
timeframe to two years, and that as a result, the time before your securities may be

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 October 7, 2022 Page 2
 FirstName LastNameMing Zhao
China Jo-Jo Drugstores Holdings, Inc.
October 7, 2022
Page 2
prohibited from trading or delisting would be reduced.  Make conforming changes in in
the section entitled "Cautionary Statement Regarding Holding Foreign Companies
Accountable Act" on page 15 and in your risk factor on page 22.
2.We note your response to comment 6, as well as your amended disclosure that "the funds
or assets 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 . . . ."  Please revise to clarify that
restrictions and limitations will be on the company's and the company's subsidiaries'
ability to offer or continue to offer securities, and make conforming changes, as
applicable, throughout the prospectus.  (Emphasis added with respect to all underlined
language).
3.We note your response to comment 7, as well as your amended disclosure discussing your
cash management policies on page 9.  Please revise to also include this discussion on your
cover page.
4.We note your response to comment 9 that Jiuxin Medicine is not one of the VIEs,
however, your disclosure on the cover page continues to indicate that Jiuxin Medicine is a
VIE.  In particular, we note your disclosure that "Jiuxin Management then distributed the
RMB as loans to the operating entities including Jiuzhou Pharmacy, Jiuxin Medicine,
Jiuzhou Service and Jiuzhou Clinic, which are the consolidated VIEs" (emphasis added).
Please revise accordingly to accurately describe which entities are the consolidated VIEs.
5.We note your response to comment 16 as well as your amended disclosure on the cover
page and in the summary that a VIE "is a variable interest entity whose financial
statements are included in our consolidated financial statements as a result of a series of
agreements which give us, through our WFOE, the ability to conduct the operations and
retain economic benefits."  Where you disclose that you receive the economic benefits of
your VIE, please revise to qualify such statement with a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP and also clarify that you
are the primary beneficiary of the VIE for accounting purposes, and make conforming
changes throughout the prospectus where you discuss "economic benefits."  Also revise
your reference to "our VIEs" on page 12 and your references to "our subsidiaries and
VIEs" on pages 12 and 16 to refrain from using the term "our" when describing activities
or functions of the VIEs. Finally, where you discuss your "ability to manage" the VIEs,
revise to disclose the conditions you have satisfied for consolidation of the VIEs under
U.S. GAAP and that you are the primary beneficiary of the VIEs for accounting purposes.
Prospectus Summary, page 4
6.We note your response to comment 10, as well as your amended disclosure that discusses
the consequences if you “were denied permissions from Chinese authorities to list on U.S.
exchanges or issue securities to foreign investors.”  Please revise to also discuss the
consequences if you were denied permissions or approvals from Chinese Authorities, and

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 October 7, 2022 Page 3
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
October 7, 2022
Page 3
in each instance throughout the prospectus in which you discuss permissions or approvals
to issue securities to foreign investors, revise to to discuss the permissions or approvals
to offer securities to foreign investors.  (Emphasis added with respect to all underlined
language).

7.We note the following statement on page 14:  "If the Company or its subsidiaries does not
receive or maintain such permissions or approvals, or mistakenly conclude that such
permissions or approvals are not required, our business may be adversely affected."
Please revise to include the VIEs and their subsidiaries (e.g., If the Company or its
subsidiaries or the VIEs or their subsidiaries do not receive....).  Also, in addition to
discussing the effects if you do not receive or maintain permissions or approvals or if you
mistakenly conclude that they are not required, revise to discuss the effects if applicable
laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future (in addition to if you do not receive).  Finally,
revise to clarify that "such permissions or approvals" applies to any permissions or
approvals to offer the securities to foreign investors, and not just to approvals or
permissions required by the CSRC or CAC, as the current disclosure suggests.  (All
emphasis in this comment added.)

Make the first two requested revisions (in the second and third sentences above) to the
similar statement on page 10.
8.We note your response to comment 11.  Please revise your disclosure to state, as you do in
your response letter, that you relied on the opinion of management because "it is the
obligation of the Company management to maintain and update the licenses and
permissions and the Company has its in-house local counsel and special administrative
staff in charge of matters specifically related to its business."
Prospectus Summary
Cautionary Statement Regarding our Variable Interest Entity Structure, page 12
9.We note your response to comment 15 but cannot locate disclosure in this section
regarding the challenges you may face enforcing the VIE agreements due to jurisdictional
limits.  Please revise accordingly.
Summary of Risk Factors related to China, page 12
10.Please revise to summarize each of the China-related risk factors discussed in your section
entitled "Risks Related to Our Corporate Structure and Doing Business in the PRC."  In
this regard, we note that you only summarize six of your twelve China-related risk factors
here.

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 October 7, 2022 Page 4
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
October 7, 2022
Page 4
Cautionary Statement Regarding Doing Business in China, page 14
11.We note your response to comment 19, as well as your amended disclosure.  Please revise
to also state that rules and regulations in China can change quickly with little advance
notice.
Exhibit 5.1
12.We note that the legal opinion is limited to the laws of the Cayman Islands.  However, one
of counsel's opinions is as to the valid and binding obligation of the Debt Securities, and
we note that the Form of Senior Debt Securities Indenture and Form of Subordinated Debt
Securities Indenture are governed by the laws of New York.  Please revise the opinion
accordingly.
            You may contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen

CORRESP
1
filename1.htm

China Jo-Jo Drugstores Inc.

Hai Wai Hai Tongxin Mansion Floor 6

Gong Shu District, Hangzhou City, Zhejiang Province

People’s Republic of China, 310008

September 15, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf

    Re:
    China Jo-Jo Drugstores Inc.

    Amended Registration Statement on Form F-3

    Filed August 5, 2022

    File No. 333-259692

Dear Mr. Fetterolf:

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated August 30, 2022 (the “Comment Letter”),
to China Jo-Jo Drugstores Inc. (the “Company”) with respect to the Amendment No. 2 to Registration Statement on Form F-3.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 2 to Registration
Statement on Form S-3 [sic] filed August 5, 2022

Cover Page

 1. We note your response to comment 1, as well as your amended disclosure that “[w]e, through contractual
agreements, establish the VIE structure to manage and invest Chinese-based companies . . . .” Please revise to state that
you, through contractual agreements, establish the VIE structure to provide exposure to foreign investment in such China-based
companies, as you state on page 2. Also revise your disclosure on page 10 that “[t]he VIE structure is used in foreign investment
in Chinese-based companies . . . ” to similarly disclose that such structure is used to provide exposure to foreign investment
in such companies. (Emphasis added with respect to all quoted language.)

Response: In response to the
Staff’s comment, the Company has revised its disclosure as requested in the Amendment No. 3 to the Registration Statement on Form
F-3 (“Amended F-3”).

 2. We note your response to comment 2, as well as your disclosure that “[a]ll references to “we,”
“us,” “our,” “the Company,” “CJJD,” or similar terms used in this prospectus refer to
China Jo-Jo Drugstores, Inc., a Cayman Islands exempted company with limited liability, including its consolidated subsidiaries, the
variable interest entities (“VIEs”) and the VIEs’ subsidiaries, unless the context otherwise indicates” (emphasis
added). Please remove the references to the VIEs and their subsidiaries from this definition of the registrant, disclose how you will
refer to the VIEs and their subsidiaries when providing disclosure throughout the document so that it is clear to investors which entities
the disclosure is referencing, and revise the prospectus accordingly. Make conforming changes on page 1 in your prospectus summary. Also
revise the second sentence of the 10th paragraph of the cover page, as well as the first paragraph of “Overview” on page 2,
to identify “[y]our entity” that is offering the securities in this offering.

Response: In response to the
Staff’s comment, the Company has revised its disclosure to clearly indicate the entities in the designated places and throughout
the Amended F-3.

 3. Please disclose whether your auditor is subject to the determinations announced by the PCAOB on December
16, 2021 and whether and how the Holding Foreign Companies Accountable Act, the Accelerating HFCAA and related regulations will or would
affect your company. Include a reference to the agreement reached by the PCAOB and PRC authorities on August 26, 2022. Make conforming
changes in your discussion on page 12 in the section entitled “Cautionary Statement Regarding Holding Foreign Companies Accountable
Act” and in your risk factors.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on the cover page, in the section entitled “Cautionary Statement Regarding
Holding Foreign Companies Accountable Act” and risk factors named “Our auditor is headquartered in Irvine, California, and
is subject to inspection by the PCAOB on a regular basis. To the extent that our independent registered public accounting firm’s
audit documentation related to their audit reports for our company become located in China, the PCAOB may not be able to inspect such
audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary shares could be delisted from
the stock exchange pursuant to the Holding Foreign Companies Accountable Act” in the Amended F-3.

 4. We note your cross-reference to your general “Risk Factors” section. Please also include
a cross-reference to the sub-section entitled “Risks Related to Our Corporate Structure and Doing Business in the PRC” beginning
on page 13. Please revise the first sentence of the 11th paragraph of the cover page to state that the risks being discussed also could
result in the value of your securities to significantly decline or be worthless.

Response: In response to the
Staff’s comment, the Company has included the reference to China-related risks and has added one sentence as requested on the cover
page of the Amended F-3.

 5. We note your response to comment 4. In connection therewith:

 ● We note your disclosure that “[a]s of the date of this prospectus, the Company did not have any
distributions and does not intend to distribute any dividends in any forms in the near future.” Please also disclose whether any
dividends or distributions have been made to your investors, whether through your holding company, subsidiaries or consolidated VIEs,
quantify such amounts, and make conforming changes on page 8.

    2

 ● Revise your disclosure discussing transfers between Jiuxin Medicine to Jiuzhou Pharmacy to quantify
the amounts in the last three fiscal years, as you do on page 8. Ensure your discussion here discloses your intentions to distribute earnings
or settle amounts owed under all of the VIE agreements and revise page 8 accordingly, and in addition to the transfers between Jiuxin
Medicine to Jiuzhou Pharmacy, disclose whether any other transfers have been made between the holding company, its subsidiaries and the
other consolidated VIEs and quantify as applicable. In particular, state whether there have been any transfers involving the other VIEs,
and make conforming changes on page 8 where you similarly only discuss the two VIEs Jiuxin Medicine and Jiuzhou Pharmacy.

 ● Provide cross-references to the condensed consolidating schedule and the consolidated financial statements
on the cover page and in your summary in the section entitled “Cash Transfer and Dividend Payment.”

Response: In response to the
Staff’s comment, the Company has 1) clearly laid out the distribution history on the cover page and on page 8; 2) added disclosure
regarding the transfer amounts between Jiuxin Medicine to Jiuzhou Pharmacy in the last three fiscal years on the cover page; 3) added
disclosure regarding the transfers between our subsidiary and VIEs, and the transfers between the VIEs in the last three fiscal years
on the cover page and in the section entitled “Cash Transfer and Dividend Payment”; and 4) provided cross-references
to the condensed consolidating schedule and the consolidated financial statements on the cover page and in our summary in the section
entitled “Cash Transfer and Dividend Payment” as requested.

 6. Please amend your disclosure here and in the summary, summary risk factors and risk factors sections
to state that, to the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets 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 or assets. On
the cover page, provide cross-references to these other discussions.

Response: In response to the
Staff’s comment, the Company has added such statement on the cover page, in the prospectus summary, summary of risk factors, and
risk factors of the Amended F-3.

 7. We note your disclosure on page 8 that discusses some of your cash management policies, such as regulatory
limitations on your ability to transfer cash between you, your subsidiaries or investors. Please briefly discuss such limitations here
and provide a cross-reference to your discussion of this issue in your summary. In both places, describe any other regulatory cash management
policies that dictate how funds are transferred, as well as any such policies that are contractual in nature, and identify which regulations/contracts
dictate which policies.

Response: The Company has made
the cross-reference to its discussion of the regulatory limitations related to the cash transfer in on the cover page. Other than the
Company’s cash management policy disclosed on page 9 of the Amended F-3, the Company does not have any applicable regulatory or
contractual cash management policy.

 8. We note your disclosure that “holding the Company through contractual agreements may not
be as effective as direct equity ownership . . . ” (emphasis added). Please explain what you mean by “holding” or revise
to clarify, if true, that you are “conducting the operations” of your company through contractual arrangements with the VIEs.

Response: In response to the
Staff’s comment, the Company has revised the cover page of the Amended F-3.

    3

Prospectus Summary, page 1

 9. We note your disclosure on your cover page that there are four consolidated VIEs (Jiuzhou Pharmacy,
Jiuxin Medicine, Jiuzhou Service and Jiuzhou Clinic), but you do not highlight Linjia Medical as a VIE despite identifying such entity
as a VIE in your chart on page 5. Further, your structure chart indicates that Jiuxin Medicine is a wholly-owned subsidiary of Jiuzhou
Pharmacy, one of the VIEs, and also indicates that Linja [sic] Medical is a majority-owned subsidiary of Jiuzhou Pharmacy. Please
revise to clarify on the cover page and in your structure chart whether you consider Jiuxin Medicine and Linja [sic] Medical to
both be VIEs or to be solely operating subsidiaries of the VIEs, and provide us with your analysis as to why such entities are deemed
to be VIEs or not. To the extent that such entities are VIEs, revise your structure chart to indicate as such with dotted lines, revise
your cover page to ensure consistency, and also describe the related contractual arrangements with Jiuxin Medicine and Linja [sic]
Medical in your discussion of the VIEs’ contractual arrangements on pages 9 and 10.

Response: In response to the
Staff’s comment, the Company respectfully points out that Jiuxin Medicine and Linjia Medical are respectively a wholly-owned subsidiary
and a majority-owned subsidiary (as opposed to be the VIEs) of Jiuzhou Pharmacy. Although Jiuzhou Pharmacy is one of the VIEs, the connection
between Jiuxin Medicine and Jiuzhou Pharmacy as well as Linjia Medical and Jiuzhou Pharmacy shall not be dotted lines because they are
not VIEs’ VIEs. They are VIEs’ subsidiaries with equity ownerships. Readers could tell their overall relationship with the
holding companies by retrieving the dotted lines at the upper level in those between Jiuzhou Pharmacy and Jiuxin Management. In addition,
to avoid confusion, we have revised the table summarizing the status of the PRC Operating Entities under section “Our Current
Corporate Structure” in the Amended F-3.

 10. We note your response to comment 7, as well as your amended disclosure on page 4 in the paragraph beginning
with “The management understood that neither the Company, nor any of its subsidiaries, including the VIEs are currently required
to obtain approval from Chinese authorities . . . to list on U.S. exchanges or issue securities to foreign investors.” In connection
therewith, please:

 ● Revise to expand your discussion to cover both permissions and approvals in each instance in which
you refer to either only a permission or approval.

 ● In each instance in which you refer to permissions or approvals required “to list on U.S. exchanges,”
expand such discussion to also cover permissions or approvals required to offer the securities being registered to foreign investors.

 ● Expand your discussion to cover the permissions or approvals required to operate your business, as
you do in your amended disclosure on page 11.

 ● Describe the consequences to you and your investors if you, your subsidiaries, or the VIEs do not receive
or maintain any required permissions or approvals or mistakenly conclude that any required permissions or approvals are not required,
or applicable laws change and require you to obtain permissions or approvals in the future. In this regard, we note that your disclosure
on page 11 appears to be limited to permissions or approvals required by the CSRC. For additional guidance, please see the Division of
Corporation Finance’s Sample Letter to China-Based Companies issued by the Staff in December 2021, and in particular sample comment
8.

 ● State affirmatively whether you have received all requisite permissions or approvals to operate your
business and conduct this offering to foreign investors.

Response: In response to the
Staff’s comment, the Company has revised accordingly as requested on page 4 of the Prospectus Summary, and under section “Licenses
and Permits” and “Cautionary Statement Regarding Doing Business in China” of the Amended F-3.

    4

 11. Throughout your prospectus as applicable, disclose whether you relied upon an opinion of counsel with
respect to your conclusions regarding whether you are required to obtain various permissions or approvals to conduct your operations and
offer securities to investors. In this regard, we note your disclosure regarding “[y]our PRC counsel” on page 18, however it
is not clear whether counsel provided you with an opinion and, if so, the scope of such opinion. If you did not rely upon an opinion of
counsel with respect to your conclusions regarding permissions and approvals to operate your business and to offer securities to investors,
state as much, explain why such an opinion was not obtained, and discuss how you came to the stated conclusions and the basis on which
you made such determinations. If you did rely on an opinion of counsel, name the counsel in your summary and risk factor, file their consent
as an exhibit to this registration statement, and revise to address your reliance on local counsel with respect to specific conclusions
(for example in your disclosure on page 4 in which you state, “[b]ased on the above and our understanding of the Chinese laws and
regulations currently in effect as of the date of this prospectus, we are not required to submit an application to the CSRC or he CAC
for the approval of this offering and the listing and trading our securities on the Nasdaq”).

Response: In response to the
Staff’s comment, the Company has revised its disclosure accordingly throughout the Amended F-3 to clearly identify the source of
the conclusion. In addition, the Company respectfully points out that while the conclusion regarding the permissions and approvals to
list overseas and to offer securities to investors is from the Company’s PRC Counsel, the Company’s conclusion regarding permissions
and approvals to operate its business is based on its management belief, since it is the obligation of the Company management to maintain
and update the licenses and permissions and the Company has its in-house local counsel and special administrative staff in charge of matters
specifically related to its business.

 12. Please clarify in your definition of “China” that the legal and operational risks associated
with operating in China also apply to operations in Hong Kong. Revise your pr

United States securities and exchange commission logo
August 30, 2022
Ming Zhao
Chief Financial Officer
China Jo-Jo Drugstores Holdings, Inc.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City, Zhejiang Province
People’s Republic of China, 310008
Re:China Jo-Jo Drugstores Holdings, Inc.
Amended Registration Statement on Form F-3
Filed November 4, 2021
File No. 333-259692
Dear Mr. Zhao:
            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 December 1, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-3 filed August 5, 2022
Cover Page
1.We note your response to comment 1, as well as your amended disclosure that "[w]e,
through contractual agreements, establish the VIE structure to manage and invest Chinese-
based companies . . . ."  Please revise to state that you, through contractual agreements,
establish the VIE structure to provide exposure to foreign investment in such China-based
companies, as you state on page 2.  Also revise your disclosure on page 10 that "[t]he VIE
structure is used in foreign investment in Chinese-based companies . . . " to similarly
disclose that such structure is used to provide exposure to foreign investment in such
companies. (Emphasis added with respect to all quoted language.)

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 August 30, 2022 Page 2
 FirstName LastNameMing Zhao
China Jo-Jo Drugstores Holdings, Inc.
August 30, 2022
Page 2
2.We note your response to comment 2, as well as your disclosure that "[a]ll references to
“we,” “us,” “our,” “the Company,” “CJJD,” or similar terms used in this prospectus refer
to China Jo-Jo Drugstores, Inc., a Cayman Islands exempted company with limited
liability, including its consolidated subsidiaries, the variable interest entities (“VIEs”) and
the VIEs’ subsidiaries, unless the context otherwise indicates" (emphasis added).  Please
remove the references to the VIEs and their subsidiaries from this definition of the
registrant, disclose how you will refer to the VIEs and their subsidiaries when providing
disclosure throughout the document so that it is clear to investors which entities the
disclosure is referencing, and revise the prospectus accordingly.  Make conforming
changes on page 1 in your prospectus summary. Also revise the second sentence of the
10th paragraph of the cover page, as well as the first paragraph of "Overview" on page 2,
to identify "[y]our entity" that is offering the securities in this offering.
3.Please disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act, the Accelerating HFCAA and related regulations will or would affect
your company. Include a reference to the agreement reached by the PCAOB and PRC
authorities on August 26, 2022.  Make conforming changes in your discussion on page 12
in the section entitled "Cautionary Statement Regarding Holding Foreign Companies
Accountable Act" and in your risk factors.
4.We note your cross-reference to your general "Risk Factors" section.  Please also include
a cross-reference to the sub-section entitled "Risks Related to Our Corporate Structure and
Doing Business in the PRC" beginning on page 13. Please revise the first sentence of the
11th paragraph of the cover page to state that the risks being discussed also could result in
the value of your securities to significantly decline or be worthless.
5.We note your response to comment 4.  In connection therewith:

•We note your disclosure that "[a]s of the date of this prospectus, the Company did not
have any distributions and does not intend to distribute any dividends in any forms in
the near future."  Please also disclose whether any dividends or distributions have
been made to your investors, whether through your holding company, subsidiaries or
consolidated VIEs, quantify such amounts, and make conforming changes on page 8.

•Revise your disclosure discussing transfers between Jiuxin Medicine to Jiuzhou
Pharmacy to quantify the amounts in the last three fiscal years, as you do on page 8.
Ensure your discussion here discloses your intentions to distribute earnings or settle
amounts owed under all of the VIE agreements and revise page 8 accordingly, and in
addition to the transfers between Jiuxin Medicine to Jiuzhou Pharmacy, disclose
whether any other transfers have been made between the holding company, its
subsidiaries and the other consolidated VIEs and quantify as applicable.  In
particular, state whether there have been any transfers involving the other VIEs, and
make conforming changes on page 8 where you similarly only discuss the two VIEs
Jiuxin Medicine and Jiuzhou Pharamcy.

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 August 30, 2022 Page 3
 FirstName LastNameMing Zhao
China Jo-Jo Drugstores Holdings, Inc.
August 30, 2022
Page 3

•Provide cross-references to the condensed consolidating schedule and the
consolidated financial statements on the cover page and in your summary in the
section entitled "Cash Transfer and Dividend Payment."
6.Please amend your disclosure here and in the summary, summary risk factors and risk
factors sections to state that, to the extent cash or assets in the business is in the
PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets 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 or assets. On the cover page,
provide cross-references to these other discussions.
7.We note your disclosure on page 8 that discusses some of your cash management policies,
such as regulatory limitations on your ability to transfer cash between you, your
subsidiaries or investors.  Please briefly discuss such limitations here and provide a cross-
reference to your discussion of this issue in your summary.  In both places, describe any
other regulatory cash management policies that dictate how funds are transferred, as well
as any such policies that are contractual in nature, and identify which regulations/contracts
dictate which policies.
8.We note your disclosure that "holding the Company through contractual agreements may
not be as effective as direct equity ownership . . . " (emphasis added).  Please explain what
you mean by "holding" or revise to clarify, if true, that you are "conducting the
operations" of your company through contractual arrangements with the VIEs.
Prospectus Summary, page 1
9.We note your disclosure on your cover page that there are four consolidated VIEs
(Jiuzhou Pharmacy, Jiuxin Medicine, Jiuzhou Service and Jiuzhou Clinic), but you do not
highlight Linjia Medical as a VIE despite identifying such entity as a VIE in your chart on
page 5.  Further, your structure chart indicates that Jiuxin Medicine is a wholly-owned
subsidiary of Jiuzhou Pharmacy, one of the VIEs, and also indicates that Linja Medical is
a majority-owned subsidiary of Jiuzhou Pharmacy.  Please revise to clarify on the cover
page and in your structure chart whether you consider Jiuxin Medicine and Linja Medical
to both be VIEs or to be solely operating subsidiaries of the VIEs, and provide us with
your analysis as to why such entities are deemed to be VIEs or not.  To the extent that
such entities are VIEs, revise your structure chart to indicate as such with dotted lines,
revise your cover page to ensure consistency, and also describe the related contractual
arrangements with Jiuxin MEdicine and Linja Medical in your discussion of the VIEs'
contractual arrangements on pages 9 and 10.
10.We note your response to comment 7, as well as your amended disclosure on page 4 in the
paragraph beginning with "The management understood that neither the Company, nor
any of its subsidiaries, including the VIEs are currently required to obtain approval from

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 August 30, 2022 Page 4
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
August 30, 2022
Page 4
Chinese authorities . . . to list on U.S. exchanges or issue securities to foreign investors."
In connection therewith, please:

•Revise to expand your discussion to cover both permissions and approvals in each
instance in which you refer to either only a permission or approval.

•In each instance in which you refer to permissions or approvals required "to list on
U.S. exchanges," expand such discussion to also cover permissions or approvals
required to offer the securities being registered to foreign investors.

•Expand your discussion to cover the permissions or approvals required to operate
your business, as you do in your amended disclosure on page 11.

•Describe the consequences to you and your investors if you, your subsidiaries, or the
VIEs do not receive or maintain any required permissions or approvals or mistakenly
conclude that any required permissions or approvals are not required, or applicable
laws change and require you to obtain permissions or approvals in the future. In this
regard, we note that your disclosure on page 11 appears to be limited to permissions
or approvals required by the CSRC.  For additional guidance, please see the Division
of Corporation Finance’s Sample Letter to China-Based Companies issued by the
Staff in December 2021, and in particular sample comment 8.

•State affirmatively whether you have received all requisite permissions or approvals
to operate your business and conduct this offering to foreign investors.
11.Throughout your prospectus as applicable, disclose whether you relied upon an opinion of
counsel with respect to your conclusions regarding whether you are required to obtain
various permissions or approvals to conduct your operations and offer securities to
investors. In this regard, we note your disclosure regarding "[y]our PRC counsel" on page
18, however it is not clear whether counsel provided you with an opinion and, if so, the
scope of such opinion. If you did not rely upon an opinion of counsel with respect to your
conclusions regarding permissions and approvals to operate your business and to offer
securities to investors, state as much, explain why such an opinion was not obtained, and
discuss how you came to the stated conclusions and the basis on which you made such
determinations. If you did rely on an opinion of counsel, name the counsel in your
summary and risk factor, file their consent as an exhibit to this registration statement, and
revise to address your reliance on local counsel with respect to specific conclusions (for
example in your disclosure on page 4 in which you state, "[b]ased on the above and our
understanding of the Chinese laws and regulations currently in effect as of the date of this
prospectus, we are not required to submit an application to the CSRC or the CAC for the
approval of this offering and the listing and trading of our securities on the Nasdaq").

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 August 30, 2022 Page 5
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
August 30, 2022
Page 5
12.Please clarify in your definition of "China" that the legal and operational risks associated
with operating in China also apply to operations in Hong Kong.  Revise your prospectus
to discuss the regulations applicable to you, the VIEs and subsidiaries in the regions in
which you and they operate, such as Hong Kong.
Contractual Arrangement with HJ Group and the Key Personnel, page 9
13.We note your response to comment 5, as well as your amended disclosure discussing your
"relationships with HJ Group and the Key Personnel."  Please revise to define and discuss
which entities and/or individuals comprise HJ Group and the Key Personnel, as your
disclosure is not clear as to how these entities and/or individuals are connected to your
corporate structure.  To the extent applicable, ensure consistency between your discussion
of Key Personnel and your discussion of the shareholders of the VIEs on page 10.
Licenses and Permits, page 9
14.We note your disclosure that the Draft Rules Regarding Overseas Listing "have a
comment period that expires on January 23, 2022."  Please update this discussion to
disclose that such comment period has expired, if true.
Cautionary Statement Regarding our Variable Interest Entity Structure, page 10
15.We note your disclosure that you are subject to risks due to uncertainty of "the validity
and enforcement of the VIE Agreements" and that you are "subject to the risks of
uncertainty about any future actions of the PRC government in this regard."  Please also
disclose that the contractual arrangements may be less effective than direct ownership due
to such risks and that the company may incur substantial costs to enforce the terms of the
arrangements. Also discuss the challenges the company may face enforcing these
contractual agreements due to legal uncertainties and jurisdictional limits.

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 August 30, 2022 Page 6
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
August 30, 2022
Page 6
16.We note your response to comment 3, as well as your amended disclosure, and we reissue
the comment in-part.  Please revise any references to control or benefits that accrue to you
because of the VIEs so that such discussion is limited to and clearly describes the
conditions you met for consolidation of the VIE under U.S. GAAP.   Your disclosure
should clarify that, for accounting purposes, you will be the primary beneficiary.   In this
regard, please revise or remove your reference to "absolute control rights" as well as your
disclosure that the "VIE Agreements may not be effective in providing control over the
VIEs" (page 11), that you "have entered into a series of agreements that provide us with
substantial ability to control the VIEs" (page 14), that you "may lose control of [y]our
consolidated VIEs" (page 14) and your discussion regarding your "control over [y]our
consolidates VIEs" (page 15). We further note references throughout the prospectus to
"our VIEs," "our subsidiaries and consolidated VIEs," "our operating VIEs" and similar
statement. Please refrain from using terms such as "we" or "our" when describing
activities or functions of VIEs; instead, disclose that your VIEs are consolidated for
accounting purposes with you as the beneficiary but are not entities in which you own
equity or control.
17.We also note your amended disclosure on the cover page that "[t]hese contractual
agreements have not been tested in a court of law."  Please revise to disclose as such in
this section.
18.We note your response to comment 8, as well as your amended disclosure that "due to the
novelty of this regulation and lack of the official guidance, the CSRC may reach a
different conclusion" (emphasis added).  Please revise to explain why the CSRC may
reach a different conclusion with respect to the application of the Measures of
Cybersecurity Review or revise to clarify that the applicable agency is the CAC, if true
(emphasis

CORRESP
1
filename1.htm

China Jo-Jo Drugstores Holdings, Inc.

Hai Wai Hai Tongxin Mansion Floor 6

Gong Shu District, Hangzhou City, Zhejiang Province

People’s Republic of China, 310008

August 5, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Stacey Peikin

    Re:
    China Jo-Jo Drugstores Inc.

    Amended Registration Statement on Form F-3

    Filed November 4, 2021

    File No. 333-259692

Dear Ms. Peikin,

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated December 1, 2021 (the “Comment Letter”),
to China Jo-Jo Drugstores Inc. (the “Company”) with respect to the Amended Registration Statement on Form F-3.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 1 to Form F-3 Filed November 4, 2021

Prospectus Cover Page, page i

 1. We note your revised disclosure in response to comment 1. Please further revise the prospectus cover page to disclose that the
VIE structure involves unique risks to investors. In addition, 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 your prospectus cover page and prospectus summary (and elsewhere as applicable)
accordingly.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page i and also throughout the Amendment No. 2 to the Registration Statement on Form F-3 (“Amended
F-3”).

 2. We note your disclosure on page 1 in response to comment 3. Please also revise the prospectus cover page to include this disclosure,
including 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,
as well as in which entity (including the domicile) investors are purchasing their interest.

Response: In response to the Staff’s comment,
the Company has added its disclosure on page i of the Amended F-3.

 3. We note your disclosure on the prospectus cover page and throughout your filing that you control
and receive economic benefits of your VIEs' business operations through VIE agreements and on page 9 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 the disclosure that you are the primary beneficiary of the VIE. However, you or your investors
do not have an equity ownership in, direct foreign investment in, or control through such ownership/investment of the VIE. As such, when
describing the design of the VIE agreements and related outcome, please refrain from implying that the VIE agreement is equivalent to
an 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 and clearly describe the conditions you met for consolidation of the VIE under U.S. GAAP and your disclosure should clarify
that, for accounting purposes, you will be the primary beneficiary. In addition, your disclosure should note, if true, that the agreements
have not been tested in a court of law. This comment applies to your prospectus cover page, prospectus summary, and elsewhere as applicable.

Response: In response to the Staff’s comment,
we respectfully advise the Staff that the Company has expressly disclosed that the Company does not own any equity interest of these variable
interest entities on page i, 2 and 10 of the Amended F-3, and has rephrased to emphasize that VIE agreement is not equivalent to
equity ownership. In addition, the Company has added its disclosure on page i, page 2, and Page 10, of the Amended F-3 to address
the Staff’s comment.

 4. Provide a description on the cover page of how cash is transferred through your organization and disclosure
regarding 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.

Response: In response to the Staff’s comment,
the Company has added its disclosure on page i of the Amended Form F-3 accordingly.

Prospectus Summary, page 1

 5. We note your revised disclosure in response to comment 4 and reissue the comment in part. Revise the prospectus summary disclose
clearly that the company uses a structure that involves a VIE based in China and what that entails. Revise the diagram of the company’s
corporate structure on page 4 to clarify the ownership relationship between the entities outside and inside Mainland China. Describe all
contracts and arrangements through which you purport to obtain economic rights and exercise control that results in consolidation of the
VIE’s operations and financial results into your financial statements. Describe the relevant contractual agreements between the
entities and how this type of corporate structure may affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur substantial costs to enforce the terms of the
arrangements. Disclose the uncertainties regarding the status of the rights of the Cayman Islands holding company with respect to its
contractual arrangements with the VIE, its founders and owners, and the challenges the company may face enforcing these contractual agreements
due to uncertainties under Chinese law and jurisdictional limits. Please include the requested disclosures in the prospectus summary.

    2

Response: In response to the Staff’s comment,
the Company has added its disclosure on page 9 of the Amended Form F-3 accordingly. In addition, we respectfully advise the Staff that
the Company has expressly disclosed the uncertainties regarding the status of the rights of the Cayman Islands holding company with respect
to its contractual arrangements with the VIE, its founders and owners, and the challenges the Company may face enforcing these contractual
agreements due to uncertainties under Chinese law and jurisdictional limits on page 10 of the Amended F-3. The Company has also clearly
disclosed that the company uses a structure that involves VIEs based in China, having no equity interest but receiving all the economic
benefits of the VIEs on page 10 of the Amended F-3.

 6. We note your disclosure in response to comment 5 and reissue the comment. Please include a summary of risk factors, and also include
the requested disclosure in this section. Also in this section describe the significant regulatory, liquidity, and enforcement risks.
Specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws
and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the securities being offered. Acknowledge any
risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless. With respect to the risks you discuss here,
please provide cross-references to the individual risk factors that discuss the risks in greater detail.

Response: In response to the Staff’s comment,
the Company has added its disclosure on pages 11 and 12 of the Amended Form F-3.

 7. Please disclose whether you are required to obtain any approvals to offer securities to foreign investors,
whether you have received such approvals and the consequences to you and your investors if you do not receive or maintain the approvals,
inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change and you are required
to obtain approval in the future.

Response: In response to the Staff’s comment,
the Company has added its disclosure on page 4 of the Amended Form F-3.

 8. We note your revised disclosure on page 8 in response to comment 6. The revised disclosure states
your belief that CSRC's approval is not required for the listing and trading of your ordinary shares on Nasdaq, however you note that
the relevant PRC governmental agencies, including the CSRC, could reach a different conclusion. Revise to provide the basis for your belief.
Also, please elaborate here and in the risk factor on page 15 upon why the CSRC may reach a different conclusion. In addition, please
affirmatively state, if true, that you have not been denied any permits or licenses for which you have applied, that you have not sought
or received CSRC approval, and that you are not required to obtain, and have not obtained, CAC approval.

Response: In response to the Staff’s comment,
the Company has added its disclosure on page 11 and Page 17 of the Amended Form F-3.

 9. We note your revised disclosure on page 7 in response to comment 7. Please revise to quantify an
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. Provide disclosure regarding your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Please quantify the amounts received by Renovation, invested into Jiuxin Management, and distributed as loans to each of Jiuzhou Pharmacy,
Jiuxin Medicine, Jiuzhou Service, Jiuzhou Clinic and any other entities, as well as the dates on which such transfers occurred. Please
also specify the "annual amounts of purchases by Jiuxin Medicine from Jiuzhou Pharmacy" for each of the "recent years"
you discuss in your disclosure.

Response: In response to the Staff’s comment,
the Company has added its disclosure on page  8 of the Amended Form F-3.

    3

Substantial uncertainties and restrictions with respect
to the political and economic policies of the PRC government..., page 11

 10. We note your revised disclosure in response to comment 10. Please revise to provide such disclosure in a separate risk factor to
separately highlight the relevant risks.

Response: In response to the Staff’s comment,
the Company has separated its disclosure on page 13 of the Amended Form F-3 . The risk factors after separation are titled “Substantial
uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations
could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations
and financial condition” and “Chinese government is exerting more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers, such as The Regulations on Mergers and Acquisitions of Domestic Companies by
Foreign Investors, and Cybersecurity Review.”

Risk Factors

The approval of the China Securities Regulatory Commission ("CSRC")
may be required..., page 15

 11. We note your disclosure in response to comment 11. Please expand your disclosure to explain how increased
oversight by the CAC impacts your business and offering (as opposed to Chinese companies generally) and to disclose to what extent you
believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

Response: In response to the Staff’s comment,
the Company has added its disclosure on page 18 of the Amended Form F-3 .

Our auditor, like other independent registered public
accounting firms operating in China, is not permitted to be subject to inspection, page 16

 12. We note your response to comment 8. Please expand your risk factor disclosure and in the summary on page 10 to discuss that the
United States Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of
non-inspection years from three years to two, thus reducing the time period before your securities may be prohibited from trading or delisted.

Response: In response to the Staff’s comment,
the Company has revised and updated its disclosure on page 19 of the Amended Form F-3, titled “Our auditor is headquartered
in Irvine, California, and is subject to inspection by the PCAOB on a regular basis. To the extent that our independent registered public
accounting firm’s audit documentation related to their audit reports for our company become located in China, the PCAOB may not
be able to inspect such audit documentation and, as such, you may be deprived of the benefits of such inspection and our ordinary shares
could be delisted from the stock exchange pursuant to the Holding Foreign Companies Accountable Act” .

We thank the Staff for your review of the foregoing.
If you have any questions, please do not hesitate to contact the undersigned at frank.zhao@jojodrugstores.com, or Elizabeth Fei Chen of
Pryor Cashman LLP, the outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Ming Zhao

    Name:
    Ming Zhao

    Title:
    Chief Financial Officer

    cc:
    Elizabeth Fei Chen, Esq.

4

United States securities and exchange commission logo
December 1, 2021
Ming Zhao
Chief Financial Officer
China Jo-Jo Drugstores Holdings, Inc.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City, Zhejiang Province
People’s Republic of China, 310008
Re:China Jo-Jo Drugstores Holdings, Inc.
Amended Registration Statement on Form F-3
Filed November 4, 2021
File No. 333-259692
Dear Mr. Zhao:
            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 October 14, 2021 letter.
Amendment No. 1 to Form F-3 Filed November 4, 2021
Prospectus Cover Page, page i
1.We note your revised disclosure in response to comment 1.  Please further revise the
prospectus cover page to disclose that the VIE structure involves unique risks to
investors.  In addition, 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 your prospectus cover page and prospectus
summary (and elsewhere as applicable) accordingly.

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 December 1, 2021 Page 2
 FirstName LastNameMing Zhao
China Jo-Jo Drugstores Holdings, Inc.
December 1, 2021
Page 2
2.We note your disclosure on page 1 in response to comment 3.  Please also revise the
prospectus cover page to include this disclosure, including 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, as well as in which
entity (including the domicile) investors are purchasing their interest.
3.We note your disclosure on on the prospectus cover page and throughout your filing that
you control and receive economic benefits of your VIEs' business operations through VIE
agreements and on page 9 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 the disclosure that you are
the primary beneficiary of the VIE.  However, you or your investors do not have an equity
ownership in, direct foreign investment in, or control through such ownership/investment
of the VIE.  As such, when describing the design of the VIE agreements and related
outcome, please refrain from implying that the VIE agreement is equivalent to an 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 and clearly describe the conditions you met
for consolidation of the VIE under U.S. GAAP and your disclosure should clarify that, for
accounting purposes, you will be the primary beneficiary.  In addition, your disclosure
should note, if true, that the agreements have not been tested in a court of law. This
comment applies to your prospectus cover page, prospectus summary, and elsewhere as
applicable.
4.Provide a description on the cover page of how cash is transferred through your
organization and disclosure regarding 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.
Prospectus Summary, page 1
5.We note your revised disclosure in response to comment 4 and reissue the comment in
part.  Revise the prospectus summary disclose clearly that the company uses a structure
that involves a VIE based in China and what that entails. Revise the diagram of the
company’s corporate structure on page 4 to clarify the ownership relationship between the
entities outside and inside Mainland China. Describe all contracts and arrangements
through which you purport to obtain economic rights and exercise control that results in
consolidation of the VIE’s operations and financial results into your financial statements.
Describe the relevant contractual agreements between the entities and how this type of
corporate structure may affect investors and the value of their investment, including how
and why the contractual arrangements may be less effective than direct ownership and that
the company may incur substantial costs to enforce the terms of the arrangements.
Disclose the uncertainties regarding the status of the rights of the Cayman Islands holding
company with respect to its contractual arrangements with the VIE, its founders and

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 December 1, 2021 Page 3
 FirstName LastNameMing Zhao
China Jo-Jo Drugstores Holdings, Inc.
December 1, 2021
Page 3
owners, and the challenges the company may face enforcing these contractual agreements
due to uncertainties under Chinese law and jurisdictional limits.  Please include the
requested disclosures in the prospectus summary.
6.We note your disclosure in response to comment 5 and reissue the comment.  Please
include a summary of risk factors, and also include the requested disclosure in this
section.  Also in this section describe the significant regulatory, liquidity, and enforcement
risks.  Specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities being offered.  Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless. With respect to the risks you
discuss here, please provide cross-references to the individual risk factors that discuss the
risks in greater detail.
7.Please disclose whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or maintain the approvals, inadvertently conclude
that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.
8.We note your revised disclosure on page 8 in response to comment 6.  The revised
disclosure states your belief that CSRC's approval is not required for the listing and
trading of your ordinary shares on Nasdaq, however you note that the relevant PRC
governmental agencies, including the CSRC, could reach a different conclusion.  Revise
to provide the basis for your belief.  Also, please elaborate here and in the risk factor on
page 15 upon why the CSRC may reach a different conclusion.  In addition, please
affirmatively state, if true, that you have not been denied any permits or licenses for which
you have applied, that you have not sought or received CSRC approval, and that you are
not required to obtain, and have not obtained, CAC approval.
9.We note your revised disclosure on page 7 in response to comment 7.  Please revise to
quantify an 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.
Provide disclosure regarding your intentions to distribute earnings or settle amounts owed
under the VIE agreements.  Please quantify the amounts received by Renovation, invested
into Jiuxin Management, and distributed as loans to each of Jiuzhou Pharmacy, Jiuxin
Medicine, Jiuzhou Service, Jiuzhou Clinic and any other entities, as well as the dates on
which such transfers occurred. Please also specify the "annual amounts of purchases by

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 December 1, 2021 Page 4
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
December 1, 2021
Page 4
Jiuxin Medicine from Jiuzhou Pharmacy" for each of the "recent years" you discuss in
your disclosure.
Substantial uncertainties and restrictions with respect to the political and economic policies of
the PRC government..., page 11
10.We note your revised disclosure in response to comment 10.  Please revise to provide such
disclosure in a separate risk factor to separately highlight the relevant risks.
Risk Factors
The approval of the China Securities Regulatory Commission ("CSRC") may be required..., page
15
11.We note your disclosure in response to comment 11.  Please expand your disclosure to
explain how increased oversight by the CAC impacts your business and offering (as
opposed to Chinese companies generally) and to disclose to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC to
date.
Our auditor, like other independent registered public accounting firms operating in China, is not
permitted to be subject to inspection, page 16
12.We note your response to comment 8.  Please expand your risk factor disclosure and in the
summary on page 10 to discuss that the United States Senate passed the Accelerating
Holding Foreign Companies Accountable Act, which, if enacted, would decrease the
number of non-inspection years from three years to two, thus reducing the time period
before your securities may be prohibited from trading or delisted.

            You may contact Stacey Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

VIA EDGAR TRANSMISSION

Stacey Peikin

Lilyanna Peyser

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street NE

Washington, D.C. 20549-3561

November 4, 2021

    Re:
    China Jo-Jo Drugstores, Inc.

    Registration Statement on Form F-3

    Filed September 21, 2021

    File No. 333-259692

Dear Ms. Peikin and Ms. Peyser:

This letter is being furnished
in response to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and
Exchange Commission (the “Commission”) that was contained in the Staff’s letter dated October 14, 2021 (the “Comment
Letter”), to China Jo-Jo Drugstores, Inc. (the “Company”) with respect to the Registration Statement on Form
F-3 filed with the Commission on September 21, 2021 (File No. 333-259692).

Set forth below are the Company’s
responses to the Staff communicated in its Comment Letter addressed to the Company. In connection with such responses, we are filing,
electronically via EDGAR, Amendment No. 1 to the Registration Statement on Form F-3 (the “Registration Statement”)
of the Company.

For ease of reference, each
of the Staff’s comments is reproduced below in bold and is followed by the Company’s responses. In addition, unless otherwise
indicated, all references to page numbers in such responses are to page numbers in the Registration Statement. Capitalized terms
used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Registration Statement.

Registration Statement on Form F-3

Prospectus Cover Page, page i

 1. We note your current disclosure on the prospectus cover page. Please revise to disclose prominently
on the prospectus cover page that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted
by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based in China and that this structure
involves unique risks to investors. Explain whether the VIE structure is used to replicate foreign investment in Chinese-based companies
where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors may never directly hold
equity interests in the Chinese operating company.

Response: We have revised the
prospectus cover page of the Registration Statement to address the Staff’s comments mentioned above.

 2. Provide prominent disclosure about the legal and operational risks associated with being based in or
having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in
a material change in your operations and/or the value of the securities being offered or could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or
be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related
to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability to
conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should address,
but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: We have revised the
prospectus cover page and the prospectus summary of the Registration Statement to address the Staff’s comments mentioned above.

 3. 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. Disclose clearly the entity (including the domicile) in which investors are purchasing their interest.

Response: In response to the
Staff’s comment, we have revised the Registration Statement to distinguish which subsidiaries or entities are conducting the business
operations and disclosed clearly that it is the Cayman Islands holding entity in which investors are purchasing their interest.

Prospectus Summary, page 1

 4. Disclose clearly that the company uses a structure that involves a VIE based in China and what that
entails. Revise the diagram of the company’s corporate structure on page 4 to clarify all of the equity ownership interests of each
entity, including the interests that are not held by you in Kahamadi Bio and Linjia Medical, as well as the ownership relationship between
the entities outside and inside Mainland China. Describe all contracts and arrangements through which you purport to obtain economic rights
and exercise control that results in consolidation of the VIE’s operations and financial results into your financial statements.
Describe the relevant contractual agreements between the entities and how this type of corporate structure may affect investors and the
value of their investment, including how and why the contractual arrangements may be less effective than direct ownership and that the
company may incur substantial costs to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of the rights
of the Cayman Islands holding company with respect to its contractual arrangements with the VIE, its founders and owners, and the challenges
the company may face enforcing these contractual agreements due to uncertainties under Chinese law and jurisdictional limits.

Response: In response to the
Staff’s comments, we have disclosed clearly in the prospectus summary of the Registration Statement that the Company uses a structure
that involves a VIE based in China and what that entails. We have revised the Company’s corporate structure on page 4. In addition,
we have incorporated certain information in the Registration Statement from the Annual Report on Form 10-K of our predecessor China Jo-Jo
Drugstores, Inc. (“Predecessor CJJD”) for the fiscal year ended March 31, 2021, filed with the Commission on June 29, 2021
(the “2021 Annual Report”), which further incorporated certain information from the Annual Report on Form 10-K of Predecessor
CJJD for the fiscal year ended March 31, 2020, filed with the Commission on July 10, 2020 (the “2020 Annual Report”). This
VIE agreements were described under “Our Corporate History and Structure - Contractual Arrangements with HJ Group and
the Key Personnel.” on page 4 of the 2020 Annual Report.

 5. Revise your disclosure to include a summary of risk factors, and disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe
the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the
prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or
foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities
being offered. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to
offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response: In response to the
Staff’s comment, we have revised to include additional disclosures in the risk factor on page 11 of the Registration Statement titled
“Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC
laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the
results of our operations and financial condition.”

    2

 6. Disclose each permission that you, your subsidiaries or your VIEs are required to obtain from Chinese
authorities to operate and issue these securities to foreign investors. State whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and state affirmatively
whether you have received all requisite permissions and whether any permissions have been denied.

Response: In response to the
Staff’s comment, we have incorporated certain information in the Registration Statement from the 2021 Annual Report, which further
incorporated certain information from the 2020 Annual Report. This Comment No. 6 was partially addressed under “Relevant PRC
Regulations - General PRC Government Approval & Distribution of Pharmaceutical Products” on page 12 of the 2020 Annual Report.
We have further addressed this Comment No. 6 in the Registration Statement on page 8 under the heading “Licenses and Permits”,
which states that:

“As a wholesale distributor and
retailer of pharmaceutical products, we are subject to regulation and oversight by different levels of the food and drug administration
in China, in particular, the National Medical Products Administration (the “NMPA”) . The Drug Administration
Law of the PRC, as amended, provides the basic legal framework for the administration of the production and sale of pharmaceutical
products in China and governs the manufacturing, distributing, packaging, pricing, and advertising of pharmaceutical products in China.
The corresponding implementation regulations set out detailed rules with respect to the administration of pharmaceuticals in China. We
are also subject to other PRC laws and regulations that are applicable to business operators, retailers, and foreign-invested companies.

In addition, a distributor of pharmaceutical
products must obtain a distribution permit from the relevant provincial or designated municipal-level NMPA. The grant of such permit is
subject to an inspection of the distributor’s facilities, warehouses, hygienic environment, quality control systems, personnel,
and equipment. The distribution permit is valid for five (5) years, and the holder must apply for renewal of the permit within six (6)
months prior to its expiration. In addition, a pharmaceutical product distributor needs to obtain a business license from the relevant
administration for industry and commerce prior to commencing its business. All of our operating entities that engage in the retail pharmaceutical
business have obtained necessary pharmaceutical distribution permits, and we do not expect to face any difficulties in renewing these
permits and/or certifications.

In addition, our operations are subject
to and affected by PRC laws and regulations. The primary governmental regulation regulating the Internet security equipment industry in
the PRC is the Cybersecurity Law, which governs entities providing “critical information infrastructure.” This statute provides
basic protections for Internet users, such as not selling individual’s data to other companies without the user’s permission
and not knowingly distributing malware. This law has become effective since June 1, 2017. Our wholly owned subsidiaries and our VIEs and
their subsidiaries are required to have, and each has, a business license issued by the PRC State Administration for Market Regulation
and its local counterparts. In addition, major PRC regulations applicable to our products and services and the Internet security industry
include Computer Information System Security Specific Product Testing and Sales License Management Method (Ministry of Public Security
Order No. 32) (“Order 32”) and Internet Security Protection Technology Measures Provision (Ministry of Public Security Order
No. 82) (“Order 82”). Order 32 sets forth the license requirement for Internet security products providers and related approval
procedures of license applications. Order 82 specifies certain security measures Internet service providers shall take to ensure Internet
security. Providers of ISP connecting service and Internet-based data processing service are within the scope of Order 82.

The Regulations on Mergers and Acquisitions
of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009,
requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled
by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission, or CSRC prior to the listing and
trading of such special purpose vehicle’s securities on an overseas stock exchange. Substantial uncertainty remains regarding the
scope and applicability of the M&A Rules to offshore special purpose vehicles. Although we believe that CSRC’s approval is not
required for the listing and trading of our ordinary shares on Nasdaq, we cannot assure you that relevant PRC governmental agencies, including
the CSRC, would reach the same conclusion as we do.”

    3

 7. Provide a clear description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings or settle amounts owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type
that have occurred between the holding company, its subsidiaries, and 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. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe
any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries and/or consolidated
VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.

Response: In response to the
Staff’s comment, we have added a section named Cash Transfer and Dividend Payment under the prospectus summary on page 6
of the Registration Statement.

 8. Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable
Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result an exchange may determine to
delist your securities. If the PCAOB has been or is currently unable to inspect your auditor, revise your disclosure to so state. In addition,
revise the disclosure in the heading and body of the risk factor on page 13 accordingly.

Response: In response to the
Staff’s comment, we have added a section named “Cautionary Statement Regarding Holding Foreign Companies Accountable Act”
on page 10 under the prospectus summary of the Registration Statement. Our auditor, like other independent registered public accounting
firms operating in China, is not permitted to be subject to inspection by the PCAOB. We have revised the heading and body of the risk
factor on page 16 accordingly.

Risk Factors, page 8

 9. Revise your risk factor on page 9 to acknowledge that if the PRC government determines that the contractual
arrangem

United States securities and exchange commission logo
October 14, 2021
Ming Zhao
Chief Financial Officer
China Jo-Jo Drugstores Holdings, Inc.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City, Zhejiang Province
People’s Republic of China, 310008
Re:China Jo-Jo Drugstores Holdings, Inc.
Registration Statement on Form F-3
Filed September 21, 2021
File No. 333-259692
Dear Mr. Zhao:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3
Prospectus Cover Page, page i
1.We note your current disclosure on the prospectus cover page.  Please revise to disclose
prominently on the prospectus cover page that you are not a Chinese operating company
but a Cayman Islands holding company with operations conducted by your subsidiaries
and through contractual arrangements with a variable interest entity (VIE) based in China
and that this structure involves unique risks to investors.  Explain whether the VIE
structure is used to replicate foreign investment in Chinese-based companies where
Chinese law prohibits direct foreign investment in the operating companies, and disclose
that investors may never directly hold equity interests in the Chinese operating company.

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 October 14, 2021 Page 2
 FirstName LastNameMing Zhao
China Jo-Jo Drugstores Holdings, Inc.
October 14, 2021
Page 2
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities being offered or could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.  Your disclosure should address
how recent statements and regulatory actions by China’s government, such as those
related to the use of variable interest entities and data security or anti-monopoly concerns,
has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange. Your prospectus summary
should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.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. Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Prospectus Summary, page 1
4.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails. Revise the diagram of the company’s corporate structure on page 4 to
clarify all of the equity ownership interests of each entity, including the interests that are
not held by you in Kahamadi Bio and Linjia Medical, as well as the ownership
relationship between the entities outside and inside Mainland China.  Describe all
contracts and arrangements through which you purport to obtain economic rights and
exercise control that results in consolidation of the VIE’s operations and financial results
into your financial statements.  Describe the relevant contractual agreements between the
entities and how this type of corporate structure may affect investors and the value of their
investment, including how and why the contractual arrangements may be less effective
than direct ownership and that the company may incur substantial costs to enforce the
terms of the arrangements.   Disclose the uncertainties regarding the status of the rights of
the Cayman Islands holding company with respect to its contractual arrangements with the
VIE, its founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.
5.Revise your disclosure to include a summary of risk factors, and disclose the risks that
your corporate structure and being based in or having the majority of the company’s
operations in China poses to investors.  In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of
these risks in the prospectus.  For example, specifically discuss risks arising from the legal
system in China, including risks and uncertainties regarding the enforcement of laws and

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 October 14, 2021 Page 3
 FirstName LastNameMing Zhao
China Jo-Jo Drugstores Holdings, Inc.
October 14, 2021
Page 3
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 being offered.  Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
6.Disclose each permission that you, your subsidiaries or your VIEs are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors.  State
whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and
state affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
7.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and 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.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences.  Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors.  Describe any
restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the VIE agreements.
8.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities.  If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.  In addition, revise the disclosure in the heading and body of
the risk factor on page 13 accordingly.
Risk Factors, page 8
9.Revise your risk factor on page 9 to acknowledge that if the PRC government determines
that the contractual arrangements constituting part of your VIE structure do not comply
with PRC regulations, or if these regulations change or are interpreted differently in the
future, your securities may decline in value or become worthless if you are unable to
assert your contractual control rights over the assets of your PRC subsidiaries that conduct
all or substantially all of your operations.

 FirstName LastNameMing Zhao
 Comapany NameChina Jo-Jo Drugstores Holdings, Inc.
 October 14, 2021 Page 4
 FirstName LastName
Ming Zhao
China Jo-Jo Drugstores Holdings, Inc.
October 14, 2021
Page 4
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities being offered.  Also, given
recent statements by the Chinese government indicating an intent to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action 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.
11.We note your current disclosure on pages 11-12.  In light of recent events indicating
greater oversight by the Cyberspace Administration of China over data security, please
revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
            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 Stacey Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

China Jo-Jo Drugstores Holdings, Inc.

Hai Wai Hai Tongxin Mansion Floor 6

Gong Shu District, Hangzhou City

People’s Republic of China 310008

May 27, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade and Services

100 F Street, NE

Washington, D.C. 20549

Attention: Katherine Bagley

    Re:
    China Jo-Jo Drugstores Holdings, Inc.

    Registration Statement on Form F-4, as amended

    File No. 333-256176

Ladies and Gentlemen:

	China Jo-Jo Drugstores Holdings,
Inc. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”)
be declared effective at 4:00 p.m., Eastern Time on Friday, May 28, 2021, or as soon thereafter as may be practicable.

	We acknowledge that a declaration
by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the
Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.
We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration
Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

	If you have any questions,
please do not hesitate to contact the undersigned at frank.zhao@jojodrugstores.com, or Elizabeth F. Chen of Pryor Cashman LLP, outside
counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

     /s/ Ming Zhao

    Ming Zhao

    Chief Financial Officer

cc:  	 Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
May 20, 2021
Ming Zhao
Chief Financial Officer
China Jo-Jo Drugstores Holdings, Inc.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City
People’s Republic of China 310008
Re:China Jo-Jo Drugstores Holdings, Inc.
Registration Statement on Form F-4
Filed May 17, 2021
File No. 333-256176
Dear Mr. Zhao:
            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 Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth F. Chen, Esq.