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                             May 13, 2022

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

                                                        Re: EShallGo Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted April 13,
2021
                                                            CIK No. 0001879754

       Dear Mr. Miao:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted
April 13, 2022

       Prospectus Cover Page, page i

   1.                                                   We note your amended
disclosure in response to comment 1, including that "the VIEs are
                                                        consolidated for
accounting purposes but are not entities in which you will own equity,
                                                        and our holding company
does not conduct operations." Please revise your disclosure to
                                                        state that investors
may never hold equity in your Chinese operating companies.
   2.                                                   We note your disclosure
that PRC laws and regulations governing your current business
                                                        operations may result
in, among other things, significant depreciation of the value of your
                                                        ordinary shares, or a
complete hinderance of your ability to offer or continue to offer our
 Qiwei Miao
EShallGo Inc.
May 13, 2022
Page 2
         securities to investors. Please revise your disclosure to also state
that these
         circumstances could cause the value your securities to become
worthless.
3.       We note your disclosure on your cover page describing your dual class
structure, as well
         as your disclosure that you are and will continue to be a "controlled
company." Please
         amend your prospectus cover page, where you discuss the voting rights
of each class of
         your shares, to disclose that Mr. Zhidan Mao, and Mr. Qiwei Miao will
hold more than
         50% of the voting rights represented by your outstanding Class A
Ordinary Shares and
         Class B Ordinary Shares, and as such, they will control matters
subject to a vote by your
         shareholders.
4.       We note your response and revisions to your filing in response to our
comment 4.
         However, your amended disclosure was not responsive to our comment.
Please amend
         you disclosure on your cover page to clearly and specifically disclose
how you will refer
         to each entity throughout your filing, including the holding company,
your subsidiaries,
         and VIEs, so that it is clear to investors which entity the disclosure
is referencing and
         which subsidiaries or entities are conducting the business operations.
When referencing
         the VIE please refer to it as "the VIE" and not "our VIE."
5.       We note your revised disclosure in response to our comment 5. We
reissue the comment
         in part. Please amend the disclosure on your cover page to provide a
detailed description
         of how cash is transferred through your organization and disclose your
intentions to
         distribute earnings or settle amounts owed under the VIE agreements.
In this regard, we
         note your cross reference to the discussion in your prospectus
summary, and a
         substantially similar discussion should be included on your cover
page. Please also revise
         your disclosure to provide cross-references to the condensed
consolidating schedule and
         the consolidated financial statements.
6.       Discuss whether there are limitations on your ability to transfer cash
between you, your
         subsidiaries, the consolidated VIEs or investors. Provide a
cross-reference to your
         discussion of this issue in your summary, summary risk factors, and
risk factors sections,
         as well.
7.     To the extent you have cash management policies that dictate how funds
are transferred
       between you, your subsidiaries, the consolidated VIEs or investors,
summarize the
       policies on your cover page and in the prospectus summary, and disclose
the source of
       such policies (e.g., whether they are contractual in nature, pursuant to
regulations, etc.).
       Alternatively, state on the cover page and in the prospectus summary
that you have no
       such cash management policies that dictate how funds are transferred.
Provide a cross-
       reference
FirstName        on the coverMiao
           LastNameQiwei       page to the discussion of this issue in the
prospectus summary.
Comapany
8.   WhereNameEShallGo     Inc.PRC counsel" here and throughout the filing,
please identify your
             you refer to "our
     counsel
May 13,       by name.
        2022 Page 2
FirstName LastName
 Qiwei Miao
FirstName  LastNameQiwei Miao
EShallGo Inc.
Comapany
May        NameEShallGo Inc.
     13, 2022
May 13,
Page 3 2022 Page 3
FirstName LastName
Overview, page 3

9.       We note your written response and revised disclosure in response to
our comment 8. We
         also note the business activity that you have achieved, but it is
unclear whether
         this supports your assertion that you are "one of the leading office
solution providers in
         China." In this regard, disclose whether your assertion is based upon
management's belief,
         industry data, reports/articles or any other source. If the statement
is based upon
         management's belief, please indicate that this is the case and include
an explanation for
         the basis of such belief. Alternatively, if the information is based
upon reports, articles or
         other similar sources, please cite these reports, articles or other
sources. Finally, please
         clarify the measure by which you are "leading;" for example, by sales,
market share, or
         some other metric.
10.      We note your response and revised disclosure in response to our
comment 10. To provide
         additional context for investors, please disclose the most recent year
the Chinese economy
         grew by 10% or more.
Contractual Arrangements with Our VIE and Its Shareholders, page 4

11.      We note your amended disclosure in response to comment 11. In each
instance where you
         disclose that "we control" and/or "we receive the economic benefits of
Junzhang Beijing
         or Junzhang Shanghai's business operation through a series of
contractual arrangements,"
         please also disclose the conditions that you have satisfied for
consolidation of the VIE
         under U.S. GAAP, and the fact that you are the primary beneficiary of
the VIE for
         accounting purposes. Make conforming changes to your disclosure
throughout the filing,
         including your prospectus cover page. As a related matter, we note
your disclosure in the
         notes to the financial statements on page F-9 that your VIEs "are
controlled through
         contractual arrangements in lieu of direct equity ownership by the
Company or any of its
         subsidiaries (emphasis added)." Please remove this and any similar
disclosure throughout
         the filing that the company uses a VIE "in lieu of direct equity
ownership," as this implies
         that the company could have indirect ownership in the VIEs.
Corporate Structure, page 4

12.      Please remove from your diagram the arrowheads from your dashed lines
representing
         contractual interests in your VIEs. Make conforming changes to page
106 of your filing.
Transfers of Cash to and from Our VIEs and Subsidiaries, page 7

13.      Please amend your disclosure here, on your prospectus cover page, and
in the summary
         risk factors and risk factors sections to state that, to the extent
cash in the business is in the
         PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be
available to fund
         operations or for other use outside of the PRC/Hong Kong due to
interventions in or the
         imposition of restrictions and limitations on the ability of you, your
subsidiaries, or the
         consolidated VIEs by the PRC government to transfer cash. On the cover
page, provide
 Qiwei Miao
EShallGo Inc.
May 13, 2022
Page 4
         cross-references to these other discussions.
14.      We note your disclosure that "[t]he laws and regulations of the PRC do
not currently have
         any material impact on transfer of cash from EShallGo to EShallGo HK
or from EShallGo
         HK to EShallGo (emphasis added)." The disclosure here should not be
qualified by
         materiality. Please make appropriate revisions to your disclosure.
15.      We note your disclosure that "[a]s of the date of this prospectus,
there has been no
         distribution of dividends or assets among the holding company or the
subsidiaries."
         Please amend your disclosure to clarify whether there have been any
distributions to your
         VIEs or investors.
Summary or Risk Factors, page 10

16.      We note your amended disclosure in response to comment 14, but your
disclosure is not
         completely responsive to our comment. Please amend your summary risk
factors to
         disclose that more oversight or control of overseas offerings by the
Chinese government
         could result in a material change in your operations and/or the value
of the securities you
         are registering for sale, and any related action by the Chinese
government could
         significantly limit or completely hinder your ability to offer or
continue to offer securities
         to investors and cause the value of such securities to significantly
decline or be worthless.
Regulatory Permissions, page 15

17.      We note your revision on page 16 in response to our comment 17. We
also note your
         written response in which you state "we have updated our disclosure on
the new draft
         regulations by the CSRC in the Risk Factors on page 56 and Regulations
on page 140."
         We do not see any conforming changes in your "Risk Factors" and your
"Regulation"
         discussion. Please revise your disclosure or advise why it is not
required. In addition, it is
         unclear whether you have relied upon an opinion of counsel with
respect to your
         conclusions that you do not need any permissions and approvals to
operate your business
         and to offer securities to investors. In this regard, we note your
reference to "the opinions
         of our PRC counsel summarized above," but it is unclear which
disclosure is the opinion
         of your counsel. If you are not relying on an opinion of counsel,
state as much and explain
         why such an opinion was not obtained. If you are relying on an opinion
of counsel, clarify
         in your disclosure your counsel's opinion. Make conforming changes to
your disclosure
         indicating that you do not need permissions or approvals from the
Cyberspace
         Administration of China.
Risk Factors
"If we are unable
FirstName         to implement
            LastNameQiwei  Miaoand maintain . . .", page 27
Comapany
18.       NameEShallGo
     We note   your amendedInc.disclosure in response to comment 20. Please
briefly describe
     your
May 13,    plans,
        2022 Pageif4any, to remedy the material weaknesses disclosed.
FirstName LastName
 Qiwei Miao
FirstName  LastNameQiwei Miao
EShallGo Inc.
Comapany
May        NameEShallGo Inc.
     13, 2022
May 13,
Page 5 2022 Page 5
FirstName LastName
"PRC regulation of loans to and direct investment in PRC entities . . .", page
47

19.      We note your response to our comment 24. However, we unable to find
the referenced
         disclosure in the risk factor or on page 137. We reissue our comment.
Please revise your
         risk factor disclosure to quantify the current statutory limit on
loans you may make to your
         PRC subsidiary and VIEs.
Use of Proceeds, page 65

20.      We note your revision to your use of proceeds disclosure to include an
acquisition. Please
         amend your disclosure to clarify whether you have identified any
particular business to
         acquire or have otherwise entered into preliminary negotiations with
potential
         acquisition targets.
Our Background, page 92

21.      Please amend your disclosure here and throughout your filing to
clearly and explicitly
         disclose that your e-commerce business and related platform are not
yet operational.
Business
Industry
Global Brand Market of Copier Industry for 2019-2021, page 93

22.      We note your discussion in this section of global copier brands,
including their results of
         operations. However, it does not appear that you are an affiliate of
these companies.
         Please tell us why it is appropriate to include revenues, growth
rates, and other metrics for
         these companies, considering that these are not your results of
operations or your affiliates
         results of operations. Alternatively, please remove this disclosure
from your filing.
Description of Share Capital, page 150

23.      We note your revised disclosure in response to our comment 36. We
reissue our comment
         in part. Please disclose here that Class B Ordinary Shares have ten
votes per share as
         compared with one vote per share for Class A Ordinary Shares. Please
also disclose
         here that future issuances of Class B ordinary shares will be dilutive
to Class A ordinary
         shareholders. In this regard, your risk factor on page 59 states,
"Each Class A Ordinary
         Share has one (1) vote and each Class B Ordinary Share has twenty (10)
votes (emphasis
         added)." Please revise or advise.
Consolidated Financial Statements, page F-1

24.      Please update your financial statements in accordance with Item 8.A.4
of Form 20-F or
         include the representation noted in the Instruction 2 to Item 8.A.4 as
an exhibit to your
         registration statement.
 Qiwei Miao
FirstName  LastNameQiwei Miao
EShallGo Inc.
Comapany
May        NameEShallGo Inc.
     13, 2022
May 13,
Page 6 2022 Page 6
FirstName LastName
       You may contact Suying Li at 202-551-3335 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Katherine Bagley at 202-551-2545 with
any other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services