SecProbe.io

CORRESP
 1
 filename1.htm

 Baker
 & McKenzie LLP

 Suite
 3401, China World Office 2
 China
 World Trade Centre
 1
 Jianguomenwai Dajie
 Beijing
 100004
 People's
 Republic of China

 中国北京建国门外大街1
 号
 中国国际贸易中心
 国贸写字楼
 2 座 3401 室
 邮编:
 100004

 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309 chinalaw@bakermckenzie.com www.bakermckenzie.com

 Asia
 Pacific
 Bangkok
 Beijing
 Brisbane
 Hanoi
 Ho Chi Minh City
 Hong
 Kong
 Jakarta
 Kuala
 Lumpur*
 Manila*
 Melbourne
 Seoul
 Shanghai
 Singapore
 Sydney
 Taipei
 Tokyo
 Yangon

 May
 15, 2025

 Tonya
 Aldave
 Christian
 Windsor

 Division
 of Corporation Finance
 Office
 of Finance
 U.S.
 Securities and Exchange Commission
 100
 F Street, N.E.
 Washington,
 D.C. 20549

 Europe,
 Middle East
 &
 Africa
 Abu
 Dhabi
 Almaty
 Amsterdam
 Antwerp
 Bahrain
 Barcelona
 Berlin
 Brussels
 Budapest
 Cairo
 Casablanca
 Doha
 Dubai
 Dusseldorf
 Frankfurt/Main
 Geneva
 Istanbul
 Jeddah*
 Johannesburg
 Kyiv
 London
 Luxembourg
 Madrid
 Milan
 Munich
 Paris
 Prague
 Riyadh*
 Rome
 Stockholm
 Vienna
 Warsaw
 Zurich

 The
 Americas
 Bogota
 Brasilia**
 Buenos
 Aires
 Caracas
 Chicago
 Dallas
 Guadalajara
 Houston
 Juarez
 Lima
 Los
 Angeles
 Mexico
 City
 Miami
 Monterrey
 New
 York
 Palo
 Alto
 Porto
 Alegre**
 Rio
 de Janeiro**
 San
 Francisco
 Santiago
 Sao
 Paulo**
 Tijuana
 Toronto
 Washington,
 DC

 *
 Associated Firm
 **
 In cooperation with
 Trench,
 Rossi e Watanabe
 Advogados
 Re:
 Cheche Group Inc. (CIK No. 0001965473)

 Response to the Staff's Comments on

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

 Filed May 6, 2025

 File No. 333-274806

 Ladies and Gentlemen,

 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 May 7, 2025 on the
Company's Post-Effective Amendment No. 3 to Form F-1 on Form F-3 filed on May 6, 2025 (the " Post-Effective Amendment No.
3 "). Concurrently with the submission of this letter, the Company is filing its Post-Effective Amendment No. 4 to Form F-1
on Form F-3 (the " Post-Effective Amendment No. 4 ") via EDGAR to the Commission. To facilitate your review, we have
separately sent to you via email today a copy of the Post-Effective Amendment No. 4, marked to show changes to the Post-Effective Amendment
No. 3, and will, upon your request, deliver paper copies of the same to you.

 The
Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references
in the Post-Effective Amendment No. 4 where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Post-Effective Amendment No. 4.

 Beijing
 Suite
 3401, China World
 Office
 2
 China
 World Trade Centre
 1
 Jianguomenwai Dajie
 Beijing
 100004
 People's
 Republic of China
 Tel:
 +86 10 6535 3800
 Fax:
 +86 10 6505 2309

 Hong
 Kong
 14th
 Floor, One Taikoo Place
 979
 King's Road, Quarry Bay
 Hong
 Kong SAR
 People's
 Republic of China
 Tel:
 +852 2846 1888
 Fax:
 +852 2845 0476

 Shanghai
 Unit
 1601, Jin Mao Tower
 88
 Century Avenue
 Pudong,
 Shanghai 200121
 People's
 Republic of China
 Tel:
 +86 21 6105 8558
 Fax:
 +86 21 5047 0020

 Registered
 foreign lawyers not admitted to practice in the PRC.

 Baker
 & McKenzie LLP is a member of Baker & McKenzie International.

 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."

 Response:
In response to the Staff's comment, the Company has revised the disclosure on the cover page of the Post-Effective Amendment No.
4 to 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 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.

 Response:
In response to the Staff's comment, the Company has revised the disclosure on page 11 of the Post-Effective Amendment No. 4.

 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.
 Response:
 In response to the Staff's comment, the Company has revised the disclosure on pages 11 and 12 of the Post-Effective
 Amendment No. 4.

 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.

 Response:
 In response to the Staff's comment, the Company has revised the disclosure on page 12 of the Post-Effective Amendment
 No. 4.

 2

 If
you have any questions regarding the Revised Draft Registration Statement, please contact Mr. K. Ronnie Li at Baker & McKenzie LLP
by telephone at +86 138 1033 4784 or via e-mail at Ronnie.Li@bakermckenziefenxun.com, or the undersigned by telephone at +852 2846 1016
or via e-mail at Dan.Ouyang@bakermckenzie.com.

 Very
 truly yours,

 /s/
 Dan Ouyang

 Dan
 Ouyang

 Enclosures

 cc:

 Lei
Zhang, Chairman and Chief Executive Officer, Cheche Group Inc.

 K.
Ronnie Li, Esq., Baker & McKenzie LLP

 3