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April 18, 2023
Dezhi Liu
Chief Executive Officer
Oriental Rise Holdings Limited
No. 48 Xianyu Road
Shuangcheng Town, Zherong County
Ningde City, Fujian Province
People’s Republic of China
Re:Oriental Rise Holdings Limited
Draft Registration Statement on Form F-1
Submitted March 22, 2023
CIK No. 0001964664
Dear Dezhi Liu:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted March 22, 2023
Cover Page
1.Please disclose on your cover page whether your offering is contingent upon final
approval of your Nasdaq listing.  Please ensure the disclosure is consistent with your
underwriting agreement.
2.We note your statement on the cover page that you expect your "founders and 5% of more
beneficial owners will beneficially own in total 15,040,000 of [y]our Ordinary Shares
representing 75.2% of the total voting power of [y]our issued and outstanding share

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 FirstName LastNameDezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
Page 2
capital immediately following the completing of this offering." These figures
are presented as 15,520,000 Ordinary Shares and 77.7% on page 14 and 15,520,000
Ordinary Shares and 77.6% on page 51. Please reconcile these amounts and ensure they
are consistent with the disclosure in the Principal Shareholders table on page 130.
3.We note your disclosure that Oriental Rise Holdings Limited is "a Cayman Islands
exempted company with limited liability whose principal place of business is in Ningde
City, Fujian Province, the People’s Republic of China." Please 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. Provide a cross-
reference to your detailed discussion of risks facing the Company and the offering as a
result of your organizational structure.
4.We note your disclosure that conducting operations in China through wholly-owned
subsidiaries "could result in a material change in [y]our operations and/or the value of
[y]our ordinary shares." Please also note that the legal and operational risks associated
with being based in or having the majority of the Company's operations in China could
significantly limit or completely hinder your ability to offer securities to investors and
cause the value of your securities to significantly decline or be worthless.
5.Clearly disclose on the cover page of the prospectus how you will refer to the holding
company and subsidiaries when providing the disclosure throughout the document so that
it is clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations. Disclose clearly the entity (including the
domicile) in which investors are purchasing an interest.
6.We note your disclosure that "[i]n the reporting periods presented in this prospectus, no
cash and other asset transfers have occurred among the Company and its subsidiaries; and
no dividends or distributions of a subsidiary has been made to the Company" (emphasis
added). Please revise to clarify if such transfers have occurred as of the date of the
prospectus and make a corresponding change to the disclosure on page 13 of the
prospectus summary. Include in your disclosure any transfers, dividends or distributions
that have been made to investors. Provide a cross-reference to the consolidated financial
statements.
Commonly Used Defined Terms, page ii
7.We note that your definition of "China" and the "PRC" excludes the special administrative
region of Macau for the purposes of the prospectus. Please revise your disclosure to
clarify that the legal and operational risks associated with operating in China discussed
elsewhere in the prospectus would also apply to operations in Macau.
8.We note your disclosure here that the CIC Report on China’s tea market was
commissioned by you from CIC. Please file CIC's consent as an exhibit to the registration
statement. Please see Securities Act Rule 436.

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Dezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
Page 3
Prospectus Summary, page 1
9.Please disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future. We also note that, since the date your draft
registration statement was submitted, the CSRC Trial Measures have gone into effect. In
your next amendment, please include updated disclosure regarding the CSRC Trial
Measures as they relate to your business and this offering.
10.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the Company’s operations in China poses to investors.
In particular, describe the risk that the Chinese government may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities you
are registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
11.We note your disclosure here that "[you] have entered into contractual management
agreements with relevant villages with respect to approximately 6,002,697 square meters
of tea gardens in Fujian Province" and that "Fujian accounts for approximately 67.2% of
the total production volume of white tea in the PRC in 2021." In addition to noting the
market share of Fujian Province within the PRC, please also include a direct comparison
of the size of your business operations relative to the size of the white tea market in Fujian
Province or the PRC.

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 April 18, 2023 Page 4
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
Page 4
Our Business Strategy, page 4
12.We note your statement here that your major tea products include "refined white tea and
black tea" and similar statements regarding the production of refined tea throughout the
prospectus. We also note your disclosure on page 34 that "[y]our food production license
obtained by Fujian MDH expired in June 2022 and [you] are in the process of renewing
that license. Consequently, refined tea has not been produced by Fujian MDH pending
renewal of the license." Please clarify if you have an active food production license and
are currently producing refined tea and revise your disclosure as necessary.
13.We refer to your statements here and on page 94 that "[i]ndustry observers expect the
sales volume of tea in the PRC to reach approximately 2.8 million tons in 2026" and on
page 34 that "[i]t is expected that China’s tea production volume will increase to
approximately 3,700.4 thousand tons in 2026, representing a compound annual growth
rate of approximately 3.9%." On page 62 you state that "the market size of PRC’s tea leaf
market in terms of revenue...is expected to reach RMB408.0 billion in 2026 at a CAGR of
6.0% from 2021 to 2026." Please revise these statements to identify the industry observers
or other entity making the projections and to discuss any material assumptions underlying
the projections. To the extent the first two projections are being made by the same entity,
please reconcile the different estimates.
14.We note your disclosure that after the anticipated acquisition of additional tea gardens,
you will have an additional total estimated maximum annual cultivation capacity of
"approximately 819.7 tons of fresh tea leaves in 2022." Please revise your disclosure to
note whether these acquisitions have closed and to either provide historical capacity
figures for 2022 or to bring forward the time period presented in the estimate.
15.We note your disclosure on page 5 that the total anticipated cost for the planned purchase
of four automatic production lines for the production of primary processed white tea
is approximately US$0.73 million (RMB 4.9 million) and your disclosure on page 95 that
the total anticipated cost of these lines is US$1.5 million (RMB 9.90 million). Please
reconcile these disclosures.  Additionally, if known, please provide an estimated cost for
your planned purchase of an automatic production line for the production of your refined
tea and note if you intend to make this purchase using the expected net proceeds from the
offering.
Risk Factors
Risks Related to Our Business and Industry
If we are unable to obtain the forest rights certificate in respect of the tea gardens we operate, we
may be unable to enforce..., page 27
16.We note your risk factor disclosure regarding certain Concerned Land Lots for which you
have not obtained Forest Rights Certificates. Please expand on your discussion in this risk
factor to state the volume of tea that comes from the Concerned Land Lots in terms of
tons, as well as the percentage of your overall output, and note whether you are aware of

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Dezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
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any third party that may have ownership or forest rights with respect to the Concerned
Land Lots and if any third party has asserted or threatened to assert any such rights to
date. Additionally, we note your statement that the failure to obtain the Forest Rights
Certificates "lies mostly in that the Transferors have not obtained the ownership
certificates with respect to the Concerned Land Lots and the forest trees thereon (the
"Ownership Certificate(s)") for historical reasons." Please cross-reference or briefly
explain the historical reasons the Transferors have not obtained the Ownership Certificates
and note whether you expect they will be able to obtain such certificates in the future. If
you do not expect the Transferors will be able to obtain the relevant Ownership
Certificates in a timely fashion or at all, please state this clearly and note any associated
risks.
Our non-compliances with the labelling requirements under applicable laws and regulations
could lead to imposition of fines and penalties, page 30
17.We note your disclosure that the packages of the products sold or produced by Fujian
MDH fail to indicate certain information as required by the PRC Food Safety Law and
that, as such, you "may be subject to penalties including but not limited to confiscation of
relevant income, the food produced, the tools, equipment, raw materials, and other items
used for illegal production or trade, imposition of fines up to ten times the value of goods
such produced or sold, suspension of business, and revocation of permits." Please expand
on this risk factor to note whether you believe any such penalties are likely to be imposed,
the anticipated range of those potential fines that would apply to you specifically, whether
you have had any discussions or communication with government entities regarding the
labeling of these products, and whether you expect to come into compliance with the
applicable requirements of the PRC Food Safety Law in the future.
Our non-compliances with social insurance and housing provident fund contribution laws and
regulations in the PRC..., page 31
18.We note your disclosure that you may be subject to rectification, late payment fees, fines
up to three times the outstanding fees and/or other penalties as a result of non-
compliances with social insurance and housing provident fund contribution laws and
regulations. Please expand on this risk factor to note the approximate amount of the
shortfalls in your required contributions and whether you have had any discussions or
communications with governmental entities regarding such payments. Additionally,
please ensure your disclosure clearly states whether you are currently in compliance with
such funding requirements. In this regard, we note your statement on page 115 that the
Company "has obtained a compliance letter from the social security and provident fund
authorities confirming that the Company has made normal social security and provident
fund payments."

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Dezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
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Risks Related to Our Corporate Structure
United States civil liabilities and certain judgments obtained against us by our shareholders may
be unenforceable, page 36
19.We note your disclosure that "the majority of [y]our directors and officers are nationals
and residents of countries other than the United States." Please revise to specifically state
the nationality and residency of your directors and officers rather than just referring to
countries other than the United States. Please make corresponding changes to the
disclosure in the "Enforceability of Civil Liabilities" section on page 146 of the
prospectus.
Risks Related to Doing Business in China
The New Administrative Rules regarding Overseas Listings may significantly limit or
completely hinder our ability to offer..., page 38
20.Please expand on your discussion in this risk factor to note to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC and
the CSRC to date.
Risks related to this Offering and the Ordinary Shares, page 48
21.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where