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                              December 26, 2023

       Lei Zhang
       Co-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. 1 to
Registration Statement on Form F-1
                                                            Filed December 15,
2023
                                                            File No. 333-274806

       Dear Lei Zhang:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our October 18, 2023
letter.

       Amendment No. 1 to Registration Statement on Form F-1

       Cover Page

   1.                                                   We note your disclosure
in several places throughout your prospectus that "[you] are not
                                                        required to complete
the CSRC filing procedures and obtain the CSRC approval under the
                                                        Overseas Listing Trial
Measures in connection with the sale of Registered Securities as
                                                        described in this
prospectus, because the sale of Registered Securities does not involve the
                                                        issuance of new
securities of [y]our Company in addition to those previously included in
                                                        our filing with the
CSRC in connection with the Business Combination." It appears that in
                                                        the future you may
issue new securities pursuant to the exercise of warrants. Please revise
                                                        your disclosure to
address the applicability of the Trial Measures to such securities or
                                                        advise.
 Lei Zhang
Cheche Group Inc.
December 26, 2023
Page 2


Risk Factors, page 17

2.    We note the risk factor on page 47 detailing the risk of non-compliance
with the CSRC
      rules and regulations in connection with future overseas fund-raising
activities. Please
      either include a separately captioned risk factor or revise this risk
factor to describe
      material risks to investors if the CSRC approval is required for this
resale registration
      statement, but you do not obtain such approval. In addition, update your
disclosure on the
      cover page and page 9 accordingly.
Exhibits

3.    Please have counsel revise the legality opinion filed as Exhibit 5.1 to
opine that the
      warrants are binding obligations of the company. For guidance, refer to
Section II.B.1.f of
      the Staff Legal Bulletin No. 19.
       Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at
202-551-3601 with
any other questions.



                                                           Sincerely,
FirstName LastNameLei Zhang
                                                           Division of
Corporation Finance
Comapany NameCheche Group Inc.
                                                           Office of Finance
December 26, 2023 Page 2
cc:       Dan Ouyang, Esq.
FirstName LastName