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December 1, 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
Amendment No. 1 to Registration Statement on Form F-1
Filed November 14, 2023
File No. 333-274976
Dear Dezhi Liu:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 30, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1, filed November 14, 2023
Cover Page
1.We note your response to previous comment 1. Given that the securities offered in your
primary and resale offerings are being offered pursuant to two different plans of
distribution and at different pricing please tell us why you are including the resale offering
in the same prospectus as your underwritten primary offering rather that as two, separate
prospectuses within the same registration statement. Please also advise us as to how you
will inform investors whether they will be investing in the primary offering by the
company, in which case the company would receive the proceeds, or in the resale offering.

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 December 1, 2023 Page 2
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
December 1, 2023
Page 2
Selling Shareholders
Plan of Distribution, page 65
2.We note your response to previous comment 9, which we reissue. 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. We also note in your response that you state that "any and
all shares sold in the resale offering will be sold on a national securities exchange." We
note your disclosure here that sales by the Selling Shareholders may be effected in
transactions "in the over-the-counter market" and "in transactions otherwise than on these
exchanges or systems or in the over-the-counter market." Please reconcile these two
statements.
Item 8. Exhibits and Financial Statement Schedules, page II-2
3.We note that the opinion of Jingtian & Gongcheng, your PRC legal counsel, filed as
Exhibit 8.1 is undated and unsigned. Please revise to include a signed and dated copy of
the legal opinion. Additionally, your disclosure on page 119 states: “Our PRC counsel has
also informed us that, in their opinion, the Zherong County Immovable Property
Registration Centre will accept our application upon our submission of the Title
Investigation Report and any other documents required for the registration.” This opinion
does not appear to be covered in the opinion filed as Exhibit 8.1, please have counsel
revise the opinion accordingly.
4.Please have counsel remove assumption 2.9 and from the legality opinion filed as Exhibit
5.1. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
5.Please file consents of your Cayman Islands legal counsel and your PRC legal counsel,
similar to how you filed the consents for PKF and CIC. Although the consent is not filed
as a separate document, you may list it, then refer to its location in the opinions filed as
Exhibits 5.1 and 8.1. See Item 601(b)(23) of Regulation S-K.
General
6.We note your response to previous comment 8 and reissue the comment in part. 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

 FirstName LastNameDezhi Liu
 Comapany NameOriental Rise Holdings Limited
 December 1, 2023 Page 3
 FirstName LastName
Dezhi Liu
Oriental Rise Holdings Limited
December 1, 2023
Page 3
“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 includes the addition of an “in accordance with applicable laws and
regulations” qualifier with respect to disclosure related to China-Based Companies, and
still does not address the following points:

•In the Significant Risk Factor Summary section and 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;
•In the Risk Factor section, disclosure referring to "control of foreign exchange" and
"government control,” instead of the current disclosure noting "foreign exchange
management" and "government management;” and
•In the Risk Factor section, disclosure noting the “lack of sufficient transparency” in
the regulatory process.
7.We note your response to previous comment 10. Please revise to highlight the risks related
to potential price volatility/depreciation for investors in the primary offering as a result of
the resale being at potentially at different pricing than the primary offering after the initial
fixed price.
            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.