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                            August 28, 2023

       Lei Zhang
       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.
                                                            Amendment No. 3 to
Registration Statement on Form F-4
                                                            Filed August 25,
2023
                                                            File No. 333-273400

       Dear Lei Zhang:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information. If you do not believe
       our comments apply 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 24, 2023 letter.

       Amendment No. 3 to Form F-4 filed August 25, 2023

       General

   1.                                                   You are requesting
effectiveness of your F-4 registration statement before completing the
                                                        CSRC process. Please
confirm in writing that you will notify us promptly of any changes
                                                        to your disclosure
regarding or requested by the CSRC.
 Lei Zhang
FirstName LastNameLei  Zhang
Cheche Group  Inc.
Comapany
August 28, NameCheche
           2023        Group Inc.
August
Page 2 28, 2023 Page 2
FirstName LastName
       You may contact Ben Phippen at 202-551-3697 or John Spitz at
202-551-3484 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Madeleine Mateo at 202-551-3465 or Christian Windsor, Legal Branch
Chief, at 202-
551-3419 with any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Finance
cc:      Dan Espinoza, Esq.