Correspondence 0001213900-24-006975 from Cheche Group Inc. (CCG)
Cheche Group Inc.
Date: Jan. 26, 2024 · CIK: 0001965473 · Accession: 0001213900-24-006975
AI Filing Summary & Sentiment
File numbers found in text: 333-274806
Referenced dates: January 18, 2024
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CORRESP
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filename1.htm
Unit
2901, 29F, Tower C
Beijing
Yintai Centre
No.
2 Jianguomenwai Avenue
Chaoyang
District, Beijing 100022
People’s
Republic of China
Phone:
86-10-6529-8300
Fax:
86-10-6529-8399
Website:
www.wsgr.com
中国北京市朝阳区建国门外大街2号
银泰中心写字楼C座29层2901室
邮政编码:
100022
电话:
86-10-6529-8300
传真:
86-10-6529-8399
网站:
www.wsgr.com
Via
EDGAR
January
26, 2024
Ms.
Aisha Adegbuyi
Ms.
Tonya Aldave
Division
of Corporation Finance
Office
of Finance
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re: Cheche
Group Inc. (CIK No. 0001965473)
Response
to the Staff’s Comments on
Amendment
No. 2 to Registration Statement on Form F-1
Filed
January 4, 2024
File
No. 333-274806
Dear
Ms. Adegbuyi and Ms. Aldave,
On
behalf of our client, Cheche Group Inc., a foreign private issuer incorporated under the laws of the Cayman Islands (the “Company”),
we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated January 18, 2024
on the Company’s amendment no.2 to the registration statement on Form F-1 filed on January 4, 2024. Concurrently with the submission
of this letter, the Company is filing the amendment no.3 to the to the registration statement on Form F-1 (“Amendment No.3”)
and certain exhibits via EDGAR to the Commission.
The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in Amendment No.3 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in Amendment No.3.
Responses
to the comments contained in the Staff’s letter dated January 18, 2024
Management
Compensation
of Directors and Executive Officers, page 198
1. Please
update your executive compensation disclosure for the 2023 fiscal year. Refer to Item 6.B.
of Form 20-F.
Response:
The Company has revised the disclosure on page 201 of the Amendment No.3.
***
Wilson
Sonsini Goodrich & Rosati, Professional Corporation
威尔逊·桑西尼·古奇·罗沙迪律师事务所
austin
beijing boston brussels hong kong
london los angeles new york palo alto
san diego san
francisco seattle shanghai washington, dc wilmington, de
Page 2
If
you have any questions regarding Amendment No.3, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com.
Very truly yours,
/s/
Dan Ouyang
Dan Ouyang
Enclosures
cc:
Lei Zhang, Chairman and Chief Executive Officer,
Cheche Group Inc.
Der Hua You, Partner, PricewaterhouseCoopers
Zhong Tian LLP
Carl Scheuten, Partner, WithumSmith+Brown, PC