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October 30, 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
Registration Statement on Form F-1
Filed October 13, 2023
File No. 333-274976
Dear Dezhi Liu:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed October 13, 2023
Cover Page
1.We note your disclosure that the Selling Shareholders will not sell any Ordinary Shares
until after the closing of the underwritten primary offering. Please advise us why you are
including the selling shareholder offering in the same prospectus as your underwritten
primary offering or have not elected to use a prospectus supplement for the selling
shareholder offering.
2.We note your statement that "[t]he offering by the Selling Shareholders will remain open
for 180 days following the date of this prospectus." Please explain why or how the resale
offering will only remain open for 180 days. For example, please explain if you have only
agreed to keep the Registration Statement effective for a period of 180 days, if you intend
to enter into lock-up agreements with the Selling Shareholders that will become effective

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after 180 days, or if you intend to de-register any unsold securities after such time. If you
have entered into any contractual agreements with the Selling Shareholders, please
disclose such agreements and file them as an exhibit to the Registration Statement or
explain why you are not required to do so.
3.We note your statement that your founders will beneficially own 52.2% of the total voting
power of your issued and outstanding share capital immediately following the completing
of this offering. Please disclose on the cover page and in the prospectus summary whether
the Company will be a “controlled company” as defined under the relevant Nasdaq listing
rules and, if so, whether you intend to rely on the applicable exemptions as a controlled
company. If applicable, please include risk factor disclosure that discusses the effect, risks
and uncertainties of being designated a controlled company, including but not limited to,
the result that you may elect not to comply with certain corporate governance
requirements.
Commonly Used Defined Terms, page ii
4.We note your response to previous comment 1 and statement on page 42 that "[t]he
operational and legal risks associated with being based in and having operations in China
may also to the extent applicable apply to operations in Hong Kong and Macau which
operate under different sets of laws from those of Mainland China, except for those
confined to laws relating to defense and foreign affairs, as well as other matters outside
the autonomy of Hong Kong or Macau." Please revise this statement to note that
the operational and legal risks associated with being based in and having operations in
China would apply to any operations in Hong Kong or Macau, rather than stating that
such risks "may also to the extent applicable" apply.
Shares Eligible for Future Sale
Lock-Up Agreements, page 155
5.We note you have removed one of the Selling Shareholders, ECF (BVI) Limited, from the
list of shareholders subject to a 180-day lock up on page 155. You also state that the 180
day lock-up applies to "[a]ll of our directors, company officers, and holders of 5% or more
of our Ordinary Shares." Given that ECF (BVI) Limited is a holder of more than 5% of
your Ordinary Shares, please revise to clarify that they are not subject to a lock-up
agreement and will be permitted to make resales immediately following the closing of the
offering.
Financial Statements for the Six Months Ended June 30, 2023
Note 18. Share and Capital Reserves, page F-40
6.We see your disclosure that on September 27, 2023, you subdivided each of the then
issued and unissued ordinary shares of a par value of US$0.001 per ordinary share of the
company into 1.25 Ordinary Share of a par value of US$0.0008 per ordinary share of the
company and as a result of the Subdivision, the total of 16,000,000 issued and outstanding

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 FirstName LastNameDezhi Liu
Oriental Rise Holdings Limited
October 30, 2023
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ordinary share of a par value of US$0.001 per ordinary share prior to the Subdivision
became 20,000,000 issued and outstanding ordinary shares of a par value of US$0.0008
per ordinary share. Your disclosure indicates that in accordance with ASC 260, you
have retroactively restated all shares and per share data for the periods presented. We do
not see how you have retroactively restated your annual financial statements, please
advise.
7.In this regard, please tell us why the Subdivision did not impact the HK par value.
General
8.We note your response to previous comment 6 and reissue the comment in full. We note
the revised disclosure appearing on the cover page, Summary and Risk Factor sections
relating to legal and operational risks associated with operating in China and PRC
regulations. It is still unclear to us that there have been changes in the regulatory
environment in the PRC since the amendment that was filed on July 7, 2023, warranting
revised disclosure to mitigate the challenges you face and related disclosures. The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the
PRC government may intervene in or influence your operations at any time, or may exert
control over operations of your business, which could result in a material change in your
operations and/or the value of the securities you are registering for sale. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice. We do not believe
that your revised disclosure conveys the same risk. Please restore your disclosures in these
areas to the disclosures as they existed in the registration statement as of July 7, 2023. As
examples, and without limitation, we note that your revised disclosure in the latest
amendment still does not addresses the following points:

•In the Significant Risk Factor Summary section, disclosure noting that rules and
regulations in China can change quickly with little advance notice;
•In the Risk Factor section, disclosure noting that the Chinese government may
exercise significant oversight and discretion over the conduct of your business and
may intervene in or influence your operations at any time; and
•In the Risk Factor section, disclosure noting that the Chinese government may exert
more control over offerings conducted overseas and foreign investment in Mainland
China-based issuers.

9.We note your statement on the cover page: "The Selling Shareholders may offer their
Ordinary Shares from time to time directly or through one or more broker-dealers or

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Dezhi Liu
Oriental Rise Holdings Limited
October 30, 2023
Page 4
agents at market prices prevailing at the time of sale." Please revise to fix an initial price
for the resale offering until your ordinary shares are listed on the Nasdaq Capital Market
and there is an established market for these resale shares. Refer to Item 501(b)(3) of
Regulation S-K.
10.Please revise to clarify whether the intent of including the resale offering is to meet the
Nasdaq listing standards and, if so, if you have consulted with Nasdaq with respect to this
plan. Additionally revise the related risk factor on page 57 to disclose the risks related to
potential price volatility/depreciation for investors in the primary offering as a result of the
resale being a large volume of shares and potentially at different pricing after the initial
fixed price.
            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.
            Please contact Julie Sherman at 202-551-3640 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Joe Laxague, Esq.