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 May 7, 2025

Lei Zhang
Chief Executive Officer
Cheche Group Inc.
8/F, Desheng Hopson Fortune Plaza
13-1 Deshengmenwai Avenue
Xicheng District, Beijing 100088, China

 Re: Cheche Group Inc.
 Post-Effective Amendment No. 3 to Form F-1 on Form F-3
 Filed May 6, 2025
 File No. 333-274806
Dear Lei Zhang:

 We have reviewed your post-effective amendment and have the following
comments.

 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.

Post-Effective Amendment No. 3 to Form F-1 on Form F-3
Cover page

1. We note your response to prior comment 1 and your revised disclosure
that the "PRC
 government has significant oversight and discretion over the conduct of
[your]
 business and may intervene with or influence [your] operations as the
 government deems appropriate to further regulatory, political and
societal goals."
 Please remove the phrase "to further regulatory, political and societal
goals."
Summary of the Prospectus
Risks Related to Doing Business in China, page 11

2. We note your response to prior comment 2 and your revised disclosure.
Please further
 revise the first bullet point in this section to disclose the risks that
your corporate
 structure and being based in or having the majority of the company s
operations in
 May 7, 2025
Page 2

 China poses to investors. In particular, describe the significant
regulatory, liquidity,
 and enforcement risks. For example, specifically discuss risks arising
from the legal
 system in China, including risks and uncertainties regarding the
enforcement of laws
 and that rules and regulations in China can change quickly with little
advance notice;
 and the risk that the Chinese government may intervene or influence your
operations
 at any time, or 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.
3. We note your response to prior comment 2 and your revised disclosure.
Please further
 revise the second bullet point in this section to disclose each
permission or approval
 that you, your subsidiaries, or the VIEs are required to obtain from
Chinese authorities
 to operate your business and to offer the securities being registered to
foreign
 investors. State whether you, your subsidiaries, or VIEs 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 the VIE s 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,
 your subsidiaries, or the VIEs: (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.
4. We note your response to prior comment 2 and your revised disclosure in
this section.
 Please further revise the third bullet point to disclose that trading in
your securities
 may be prohibited under the Holding Foreign Companies Accountable Act,
as
 amended by the Consolidated Appropriations Act, 2023, and related
regulations if the
 PCAOB determines that it cannot inspect or investigate completely your
auditor for a
 period of two consecutive years, and that as a result an exchange may
determine to
 delist your securities.
 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.
 May 7, 2025
Page 3

 Please contact Tonya Aldave at 202-551-3601 or Christian Windsor at
202-551-3419
with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
cc: Ke Ronnie Li, Esq.
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