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
 29, 2025

 Tonya
 Aldave
 Todd
 Schiffman

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

 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 22, 2025
 on the Company's Registration Statement on Form F-3 filed on May 6, 2025 (the " Registration Statement ").
 Concurrently with the submission of this letter, the Company is filing its Amendment No. 1 to the Registration Statement (the " Amendment
 No. 1 ") via EDGAR to the Commission. To facilitate your review, we have separately sent to you via email today a copy of
 the Amendment No. 1, marked to show changes to the Registration Statement, 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 Amendment No. 1 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
 herein have the meanings set forth in the Amendment No. 1.

 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. 2 to Form F-1 on Form F-3

 General

 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."

 Response:
In response to the Staff's comment, the Company has revised the disclosure on the cover page of the Amendment No. 1 to remove the
phrase "to further regulatory, political and societal goals."

 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.

 Response:
In response to the Staff's comment, the Company has revised the disclosure on page 11 of the Amendment No. 1.

 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.

 Response:
In response to the Staff's comment, the Company has revised the disclosure on page 12 of the Amendment No. 1.

 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.

 Response:
In response to the Staff's comment, the Company has revised the disclosure on page 13 of the Amendment No. 1.

 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