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Correspondence 0001213900-24-006975 from Cheche Group Inc. (CCG)

Cheche Group Inc.
Date: Jan. 26, 2024 · CIK: 0001965473 · Accession: 0001213900-24-006975

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File numbers found in text: 333-274806

Referenced dates: January 18, 2024

Date
Jan. 26, 2024
Author
Dan Ouyang
Form
CORRESP
Company
Cheche Group Inc.

Letter

Via EDGAR Division of Corporation Finance Office of Finance 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

Show Raw Text
CORRESP
1
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