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 May 22, 2025

Lei Zhng
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.
 Registration Statement on Form F-3
 Filed May 6, 2025
 File No. 333-287000
Dear Lei Zhng:

 We have conducted a limited review of your registration statement 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.

Registration Statement on Form F-3
Cover page

1. We note your 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."
 May 22, 2025
Page 2
Summary of the prospectus
Risks Related to Doing Business in China, page 11

2. Please 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 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. Please revise the second paragraph in the first 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. Please revise the second 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.

 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.
 May 22, 2025
Page 3

 Please contact Tonya Aldave at 202-551-3601 or Todd Schiffman at
202-551-3491
with any other questions.

 Sincerely,

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