EShallGo Inc. Amends 2024 Annual Report for Errors

Ticker: EHGO · Form: 20-F/A · Filed: Dec 16, 2024 · CIK: 1879754

Sentiment: neutral

Topics: amendment, financial-reporting, error-correction

TL;DR

EShallGo Inc. filing amendment to fix calculation errors in its 2024 annual report.

AI Summary

EShallGo Inc. (formerly SHL Telemedicine Ltd.) filed an amendment (20-F/A) on December 16, 2024, to its annual report for the fiscal year ended March 31, 2024. This amendment corrects calculation errors in Note 18 (Condensed Financial Information of the Parent Company) and Item 3 (Selected Financial Data), as well as minor typographical errors in Item 19 (Exhibits). The original filing was submitted on July 31, 2024.

Why It Matters

This filing indicates a need for correction in the company's financial reporting, potentially affecting investor understanding of its financial position as of March 31, 2024.

Risk Assessment

Risk Level: low — The filing is an amendment to correct errors, not a disclosure of new material adverse events.

Key Numbers

Key Players & Entities

FAQ

What specific calculation errors were found in Note 18 and Item 3?

The filing states 'certain calculation errors' were found in NOTE 18 - CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY and ITEM 3. KEY INFORMATION - A. Selected Financial Data, but does not detail the specific nature of these errors in the provided text.

What was the original filing date for the annual report?

The original annual report on Form 20-F for the fiscal year ended March 31, 2024, was originally filed on July 31, 2024.

What is the purpose of this 20-F/A filing?

This filing is an amendment to revise and correct certain calculation errors in financial data and typographical errors in exhibits of the original annual report.

What is the new name of the company?

The company, formerly known as SHL Telemedicine Ltd., is now referred to as EShallGo Inc. in this filing.

What fiscal year does this amended report cover?

This amended report covers the fiscal year ended March 31, 2024.

Filing Stats: 4,536 words · 18 min read · ~15 pages · Grade level 11.6 · Accepted 2024-12-13 20:31:24

Key Financial Figures

Filing Documents

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents EXPLANATORY NOTE This Amendment No. 1 on Form 20 - F/A (the "Amendment") is being filed by Eshallgo Inc (the "Company," "we," "our," or "us") to amend the Company's Annual Report on Form 20-F for the fiscal year ended March 31, 2024, originally filed with the U.S. Securities Exchange Commission on July 31, 2024 (the "Original Filing"). The Company is filing this Amendment solely to (i) add Item 6 – F Disclosure of a registrant's action to recover erroneously awarded compensation, as required by Form 20-F, (ii) revise and correct certain investments incorrectly accounted in the Company's subsidiaries and VIEs (as defined below) under equity method starting in the year ended March 31, 2022 of the parent company, as well as to revise errors as of March 31, 2024 and 2023 in NOTE 18 - CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY on F–39 , (iii) add certain income statement information for the fiscal year ended March 31, 2022 in ITEM 3. KEY INFORMATION, A. Selected Financial Data on pages 2 and 3, and (iv) certain inadvertent typographical errors at Part III - ITEM 19. EXHIBITS on pages 149 and 150 to the Company's 2024 consolidated financial statements included in the Original Filing. Please note that the only changes to the Form 20-F are those related to the matters described herein. Otherwise, this Amendment speaks as of the Original Filing date of the Form 20-F, and does not modify, amend or update any other

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 144 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 144 PART II 144 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 144 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 144 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 145 ITEM 16 [Reserved] 145 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 145 ITEM 16B. CODE OF ETHICS 146 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 146 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 146 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 146 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 146 ITEM 16G. CORPORATE GOVERNANCE 146 ITEM 16H. MINE SAFETY DISCLOSURE 147 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 147 ITEM 16J INSIDER TRADING POLICIES 147 ITEM 16K CYBERSECURITY 148 PART III 149 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 149 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 149 ITEM 19. EXHIBITS 149 i Table of Contents Conventions Used in this Annual Report Unless otherwise indicated or the context requires otherwise, references in this annual report ("Annual Report"): "PRC" refers to the People's Republic of China. "RMB" refers to Renminbi, the official currency, i.e., Yuan, in the PRC. "JPY" refers to Japanese Yen, the official currency in Japan. "Eshallgo" refers to Eshallgo Inc, a Cayman Islands exempted company; "Junzhang HK" refers to Junzhang Monarch Ltd., a Hong Kong SAR company; "EShallGo Shanghai" or "EShallGo WFOE" refers to Shanghai Eshallgo Enterprise Development (Group) Co., Ltd., a PRC company that is a wholly-owned subsidiary of Junzhang HK; "Junzhang Shanghai" refers to Junzhang Digital Technology (Shanghai) Co., Ltd., the variable interest entity ("VIE") in the PRC company contractually related to EShallGo WFOE; its registered address is 12th Floor, Building 16, Jinling Capital, 1000 Jinhai Road, Pudong New Area, Shanghai, China, and the actual business address is Room 1206A, Building 3, No. 1501 Jinsui Road, Pudong New District, Shanghai, China; "Junzhang Beijing" refers to Junzhang Digital Technology (Beijing) Co., Ltd., the VIE in the PRC contractually related to EShallGo WFOE. "VIE" refers to variable interest entity. "VIEs" refers to the variable interest entities, Junzhang Shanghai and Junzhang Beijing. Junzhang Digital Technology (Suzhou) Co., Ltd. is a PRC company and a 55% owned subsidiary of EShallGo WFOE. Junzhang Digital Technology (Changzhou) Co., Ltd. is a PRC company and a 55% owned subsidiary of EShallGo WFOE. Zibo ESHALLGO Information Technology Co., Ltd. is a PRC company and a 55% owned subsidiary of EShallGo WFOE. Shanghai Lixin Office Equipment Co., Ltd. is a PRC company and a 100% owned subsidiary of Junzhang Shanghai. ESHALLGO Office Supplies (Shanghai) Co., Ltd. is a PRC company and a 55% owned subsidiary of Junzhang Shanghai. Its registered addre

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable for annual reports on Form 20-F.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable for annual reports on Form 20-F.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. Selected Financial Data Summary of Financial Position and Cash Flows of Eshallgo, its VIEs and the VIE subsidiaries The consolidated financial statements included in this annual report reflect financial position and cash flows of the registrant, Cayman Islands incorporated parent company, ESHALLGO INC, together with those of its subsidiaries, the VIE and the VIE subsidiaries, on a consolidated basis. The tables below are condensed consolidating schedules summarizing separately the financial position and cash flows of the registrant, Cayman Islands incorporated parent company, ESHALLGO INC ("Parent Company" in the tables below), and its subsidiaries, together with eliminating adjustments. Management discovered that it incorrectly accounted for the investment in its subsidiaries and VIEs under equity method starting in the year ended March 31, 2022 in the selected financial data. See "Note 18 —Condensed financial information of the parent company" to our consolidated financial statements for more information. The error as of March 31, 2024 and 2023 and for the years ended March 31, 2024, 2023 and 2022 is revised in the below selected condensed consolidated balance sheets and selected condensed consolidated statements of operations: SELECTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended March 31, 2024 ESHALLGO (Cayman Subsidiary WFOE Consolidated Islands) (Hong Kong) (PRC) VIE (PRC) Eliminations Total Revenues $ — $ — $ — $ 16,963,957 $ — $ 16,963,957 Service income from VIE and VIE's subsidiaries $ — $ — $ 13,497 $ — $ (13,497) $ — Equity in earnings of subsidiaries and VIEs $ 8,652 $ 8,652 $ — $ — $ (17,304) $ — Consulting fee in relation to services rendered by WFOE $ — $ — $ — $ (13,497) $ 13,497 $ — Net income attributable to non-controlling interest — — — 836,679 — 836,679 Net income attributable to

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