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United States securities and exchange commission logo





                             April 18, 2023

       Dezhi Liu
       Chief Executive Officer
       Oriental Rise Holdings Limited
       No. 48 Xianyu Road
       Shuangcheng Town, Zherong County
       Ningde City, Fujian Province
       People   s Republic of China

                                                        Re: Oriental Rise
Holdings Limited
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted March 22,
2023
                                                            CIK No. 0001964664

       Dear Dezhi Liu:

              We have reviewed your draft 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 and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1 submitted March 22, 2023

       Cover Page

   1.                                                   Please disclose on your
cover page whether your offering is contingent upon final
                                                        approval of your Nasdaq
listing. Please ensure the disclosure is consistent with your
                                                        underwriting agreement.
   2.                                                   We note your statement
on the cover page that you expect your "founders and 5% of more
                                                        beneficial owners will
beneficially own in total 15,040,000 of [y]our Ordinary Shares
                                                        representing 75.2% of
the total voting power of [y]our issued and outstanding share
 Dezhi Liu
FirstName   LastNameDezhi Liu
Oriental Rise Holdings Limited
Comapany
April       NameOriental Rise Holdings Limited
       18, 2023
April 218, 2023 Page 2
Page
FirstName LastName
         capital immediately following the completing of this offering." These
figures
         are presented as 15,520,000 Ordinary Shares and 77.7% on page 14 and
15,520,000
         Ordinary Shares and 77.6% on page 51. Please reconcile these amounts
and ensure they
         are consistent with the disclosure in the Principal Shareholders table
on page 130.
3.       We note your disclosure that Oriental Rise Holdings Limited is "a
Cayman Islands
         exempted company with limited liability whose principal place of
business is in Ningde
         City, Fujian Province, the People   s Republic of China." Please
disclose prominently on
         the prospectus cover page that you are not a Chinese operating company
but a Cayman
         Islands holding company with operations conducted by your
subsidiaries. Provide a cross-
         reference to your detailed discussion of risks facing the Company and
the offering as a
         result of your organizational structure.
4.       We note your disclosure that conducting operations in China through
wholly-owned
         subsidiaries "could result in a material change in [y]our operations
and/or the value of
         [y]our ordinary shares." Please also note that the legal and
operational risks associated
         with being based in or having the majority of the Company's operations
in China could
         significantly limit or completely hinder your ability to offer
securities to investors and
         cause the value of your securities to significantly decline or be
worthless.
5.       Clearly disclose on the cover page of the prospectus how you will
refer to the holding
         company and subsidiaries when providing the disclosure throughout the
document so that
         it is clear to investors which entity the disclosure is referencing
and which subsidiaries or
         entities are conducting the business operations. Disclose clearly the
entity (including the
         domicile) in which investors are purchasing an interest.
6.       We note your disclosure that "[i]n the reporting periods presented in
this prospectus, no
         cash and other asset transfers have occurred among the Company and its
subsidiaries; and
         no dividends or distributions of a subsidiary has been made to the
Company" (emphasis
         added). Please revise to clarify if such transfers have occurred as of
the date of the
         prospectus and make a corresponding change to the disclosure on page
13 of the
         prospectus summary. Include in your disclosure any transfers,
dividends or distributions
         that have been made to investors. Provide a cross-reference to the
consolidated financial
         statements.
Commonly Used Defined Terms, page ii

7.       We note that your definition of "China" and the "PRC" excludes the
special administrative
         region of Macau for the purposes of the prospectus. Please revise your
disclosure to
         clarify that the legal and operational risks associated with operating
in China discussed
         elsewhere in the prospectus would also apply to operations in Macau.
8.       We note your disclosure here that the CIC Report on China   s tea
market was
         commissioned by you from CIC. Please file CIC's consent as an exhibit
to the registration
         statement. Please see Securities Act Rule 436.
 Dezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
Page 3
Prospectus Summary, page 1

9.       Please disclose each permission or approval that you or your
subsidiaries are required to
         obtain from Chinese authorities to operate your business and to offer
the securities being
         registered to foreign investors. State whether you or your
subsidiaries 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 your 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 or your
         subsidiaries: (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. We also note that, since the
date your draft
         registration statement was submitted, the CSRC Trial Measures have
gone into effect. In
         your next amendment, please include updated disclosure regarding the
CSRC Trial
         Measures as they relate to your business and this offering.
10.      In your summary of risk factors, 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 risk that the Chinese government 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.
11.    We note your disclosure here that "[you] have entered into contractual
management
       agreements with relevant villages with respect to approximately
6,002,697 square meters
       of tea gardens in Fujian Province" and that "Fujian accounts for
approximately 67.2% of
       the total production volume of white tea in the PRC in 2021." In
addition to noting the
FirstName LastNameDezhi Liu
       market share of Fujian Province within the PRC, please also include a
direct comparison
Comapany    NameOriental
       of the              Rise Holdings
              size of your business       Limited
                                    operations relative to the size of the
white tea market in Fujian
       Province   or
April 18, 2023 Page 3the PRC.
FirstName LastName
 Dezhi Liu
FirstName   LastNameDezhi Liu
Oriental Rise Holdings Limited
Comapany
April       NameOriental Rise Holdings Limited
       18, 2023
April 418, 2023 Page 4
Page
FirstName LastName
Our Business Strategy, page 4

12.      We note your statement here that your major tea products include
"refined white tea and
         black tea" and similar statements regarding the production of refined
tea throughout the
         prospectus. We also note your disclosure on page 34 that "[y]our food
production license
         obtained by Fujian MDH expired in June 2022 and [you] are in the
process of renewing
         that license. Consequently, refined tea has not been produced by
Fujian MDH pending
         renewal of the license." Please clarify if you have an active food
production license and
         are currently producing refined tea and revise your disclosure as
necessary.
13.      We refer to your statements here and on page 94 that "[i]ndustry
observers expect the
         sales volume of tea in the PRC to reach approximately 2.8 million tons
in 2026" and on
         page 34 that "[i]t is expected that China   s tea production volume
will increase to
         approximately 3,700.4 thousand tons in 2026, representing a compound
annual growth
         rate of approximately 3.9%." On page 62 you state that "the market
size of PRC   s tea leaf
         market in terms of revenue...is expected to reach RMB408.0 billion in
2026 at a CAGR of
         6.0% from 2021 to 2026." Please revise these statements to identify
the industry observers
         or other entity making the projections and to discuss any material
assumptions underlying
         the projections. To the extent the first two projections are being
made by the same entity,
         please reconcile the different estimates.
14.      We note your disclosure that after the anticipated acquisition of
additional tea gardens,
         you will have an additional total estimated maximum annual cultivation
capacity of
         "approximately 819.7 tons of fresh tea leaves in 2022." Please revise
your disclosure to
         note whether these acquisitions have closed and to either provide
historical capacity
         figures for 2022 or to bring forward the time period presented in the
estimate.
15.      We note your disclosure on page 5 that the total anticipated cost for
the planned purchase
         of four automatic production lines for the production of primary
processed white tea
         is approximately US$0.73 million (RMB 4.9 million) and your disclosure
on page 95 that
         the total anticipated cost of these lines is US$1.5 million (RMB 9.90
million). Please
         reconcile these disclosures. Additionally, if known, please provide an
estimated cost for
         your planned purchase of an automatic production line for the
production of your refined
         tea and note if you intend to make this purchase using the expected
net proceeds from the
         offering.
Risk Factors
Risks Related to Our Business and Industry
If we are unable to obtain the forest rights certificate in respect of the tea
gardens we operate, we
may be unable to enforce..., page 27

16.      We note your risk factor disclosure regarding certain Concerned Land
Lots for which you
         have not obtained Forest Rights Certificates. Please expand on your
discussion in this risk
         factor to state the volume of tea that comes from the Concerned Land
Lots in terms of
         tons, as well as the percentage of your overall output, and note
whether you are aware of
 Dezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
Page 5
         any third party that may have ownership or forest rights with respect
to the Concerned
         Land Lots and if any third party has asserted or threatened to assert
any such rights to
         date. Additionally, we note your statement that the failure to obtain
the Forest Rights
         Certificates "lies mostly in that the Transferors have not obtained
the ownership
         certificates with respect to the Concerned Land Lots and the forest
trees thereon (the
         "Ownership Certificate(s)") for historical reasons." Please
cross-reference or briefly
         explain the historical reasons the Transferors have not obtained the
Ownership Certificates
         and note whether you expect they will be able to obtain such
certificates in the future. If
         you do not expect the Transferors will be able to obtain the relevant
Ownership
         Certificates in a timely fashion or at all, please state this clearly
and note any associated
         risks.
Our non-compliances with the labelling requirements under applicable laws and
regulations
could lead to imposition of fines and penalties, page 30

17.      We note your disclosure that the packages of the products sold or
produced by Fujian
         MDH fail to indicate certain information as required by the PRC Food
Safety Law and
         that, as such, you "may be subject to penalties including but not
limited to confiscation of
         relevant income, the food produced, the tools, equipment, raw
materials, and other items
         used for illegal production or trade, imposition of fines up to ten
times the value of goods
         such produced or sold, suspension of business, and revocation of
permits." Please expand
         on this risk factor to note whether you believe any such penalties are
likely to be imposed,
         the anticipated range of those potential fines that would apply to you
specifically, whether
         you have had any discussions or communication with government entities
regarding the
         labeling of these products, and whether you expect to come into
compliance with the
         applicable requirements of the PRC Food Safety Law in the future.
Our non-compliances with social insurance and housing provident fund
contribution laws and
regulations in the PRC..., page 31

18.    We note your disclosure that you may be subject to rectification, late
payment fees, fines
       up to three times the outstanding fees and/or other penalties as a
result of non-
       compliances with social insurance and housing provident fund
contribution laws and
       regulations. Please expand on this risk factor to note the approximate
amount of the
       shortfalls in your required contributions and whether you have had any
discussions or
       communications with governmental entities regarding such payments.
Additionally,
       please ensure your disclosure clearly states whether you are currently
in compliance with
       such funding requirements. In this regard, we note your statement on
page 115 that the
FirstName LastNameDezhi Liu
       Company "has obtained a compliance letter from the social security and
provident fund
Comapany   NameOriental
       authorities          Risethat
                   confirming     Holdings Limitedhas made normal social
security and provident
                                     the Company
       fund
April 18,   payments."
          2023  Page 5
FirstName LastName
 Dezhi Liu
FirstName   LastNameDezhi Liu
Oriental Rise Holdings Limited
Comapany
April       NameOriental Rise Holdings Limited
       18, 2023
April 618, 2023 Page 6
Page
FirstName LastName
Risks Related to Our Corporate Structure
United States civil liabilities and certain judgments obtained against us by
our shareholders may
be unenforceable, page 36

19.      We note your disclosure that "the majority of [y]our directors and
officers are nationals
         and residents of countries other than the United States." Please
revise to specifically state
         the nationality and residency of your directors and officers rather
than just referring to
         countries other than the United States. Please make corresponding
changes to the
         disclosure in the "Enforceability of Civil Liabilities" section on
page 146 of the
         prospectus.
Risks Related to Doing Business in China
The New Administrative Rules regarding Overseas Listings may significantly
limit or
completely hinder our ability to offer..., page 38

20.      Please expand on your discussion in this risk factor to note to what
extent you believe that
         you are compliant with the regulations or policies that have been
issued by the CAC and
         the CSRC to date.
Risks related to this Offering and the Ordinary Shares, page 48

21.      We note recent instances of extreme stock price run-ups followed by
rapid price declines
         and stock price volatility seemingly unrelated to company performance
following a
         number of recent initial public offerings, particularly among
companies with relatively
         smaller public floats. Revise to include a separate risk factor
addressing the potential for
         rapid and substantial price volatility and any known factors
particular to your offering that
         may add to this risk and discuss the risks to investors when investing
in stock where the
         price is changing rapidly. Clearly state that such volatility,
including any stock-run up,
         may be unrelated to your actual or expected operating performance and
financial
         condition or prospects, making it difficult for prospective investors
to assess the rapidly
         changing value of your stock.
Use of Proceeds, page 55

22.      Please revise your disclosure in the Use of Proceeds section to note
that $500,000 from
         the offering will be held in an indemnification escrow account for a
period of twelve
         months as noted in the Underwriting section.
Capitalization, page 57

23.      Please expand your second bullet point to clearly explain the basis in
which you show
         each of the three pro forma columns. As part of your response, please
clarify for us why
         you show the share issuances as subscriptions receivable in the table.
 Dezhi Liu
FirstName   LastNameDezhi Liu
Oriental Rise Holdings Limited
Comapany
April       NameOriental Rise Holdings Limited
       18, 2023
April 718, 2023 Page 7
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Selling & Distribution Costs, page 70

24.      Revise to discuss the significant decrease in selling and distribution
costs for the six
         months ended June 30, 2022 compared to the six months ended June 30,
2021. In this
         regard, please explain the significant decrease in the cost of packing
materials in light of
         the significant increase in costs in fiscal 2021.
Industry, page 83

25.      We note your statement that the information in this registration
statement "has not been
         independently verified by [y]our Company, the underwriters, any of
[y]our or their
         respective directors, officers or representatives or any other person
involved in the
         offering other than CIC and no representation is given as to its
accuracy, completeness or
         fairness. As a result, excessive reliance on the information contained
in this section shall
         be avoided." It is not appropriate to directly or indirectly disclaim
liability for statements
         in your registration statement. Please revise or specifically state
that you take liability for
         these statements.
Business
Our Products, page 96

26.      We note your statement on page 96 that in recent periods the average
selling price of your
         tea products has increased steadily. Please revise to support this
statement, such as
         providing the amount or percentage increase in sales price in recent
periods.
The Tea Gardens We Operate, page 101

27.      We note your statement on page 101 that you typically enter into
management agreements
         with individual tea garden managers for a fixed term of one year.
Please revise to describe
         whether these agreements automatically or typically renew after one
year, the termination
         provisions and describe how the managers are compensated.
28.      Please revise to briefly explain why 114,667 square meters of tea
gardens under your
         Contractual Management Rights Agreements have been returned to the
relevant village
         committees. Please also revise to state whether these types of
agreements allow for either
         party to terminate the agreement prior to expiration date and, if so,
describe these
         provisions.
29.      Please revise page 103 to clarify your disclosure regarding your
arrangements with the
         Changguan Village Tea Garden and Shakengli Village Tea Garden. For
example, you
         state you have entered a Framework Agreement with each village, and
you "expect" to
         enter into separate contractual management rights agreements, but then
you disclose that
         you have at least one contractual management rights agreement with
each. As another
 Dezhi Liu
Oriental Rise Holdings Limited
April 18, 2023
Page 8
         example, you state the Changguan Village Contractual Management Rights
Agreement is
         for approximately 333,335 square meters of land, for which you paid
USD$1.6 million
         less a deposit of USD$675,000, but then you separately describe a
Changguan Village
         Letter of Intent that includes the same terms. Please ensure it is
clear which agreements
         are no longer applicable, which are in place and which are
contemplated. Please also
         include disclosure concerning the term of these agreements and
termination provisions, to
         the extent applicable.
30.      We note your statement on page 104 that you submitted, with the
assistance from the
         relevant village committees, applications with the Zherong County
Immovable Property
         Registration Centre in the spring of 2021. Please state when you
expect this entity to
         approve or disapprove your applications, and when you expect to submit
any other
         documents required for registration. Please also clearly state whether
this application
         would cover all 3,733,335.2 square meters that are currently without
forest rights
         certificates.
31.      Please revise to state the term of the Collective Forest Right
Transfer Agreements with
         Ruanling Village, Xiaping Village and Youjiabian Village, and
termination provisions, as
         applicable. Please also revise to state whether you have obtained the
forest right transfer
         certificates for these lots at this time.
PRC Regulation
Laws and Regulations Relating to Land Use
Overview of Relevant PRC Laws and Regulations on Buildings, page 120

32.      We refer to your disclosure that "[n]ot all our buildings attached on
the land have
         appropriate title certificates. The buildings not granted title
certificate are at a risk of being
         dismantled or other administrative penalties if they are identified as
illegal buildings due
         to the violation of the PRC Land Administration Law, the PRC Law on
Urban and Rural
         Planning, and other relevant laws and regulations." Please expand on
this discussion to
         note whether you believe this risk could have a material impact on
your business or
         operations. If so, please also include risk factor disclosure
regarding this issue.
Executive Compensation, page 128

33.      We note your inclusion of Messrs. Chuansheng Huang and Rongxu Cai in
the table on
         page 128. Please note their respective roles with the Company and
whether they are
         current or former officers or directors.
34.    Please confirm the salary shown in the table on page 128 is correct. We
note, for example,
FirstName LastNameDezhi Liu
       that Mr. Liu's employment agreement from 2020 affords him a base salary
of US$3,000
Comapany    NameOriental
       per month,           Rise
                   yet in the    Holdings
                              table it showsLimited
                                             that he made $7,416, presumably in
USD, in salary for
       the2023
April 18,  year Page
                ended8 December 31, 2022.
FirstName LastName
 Dezhi Liu
FirstName   LastNameDezhi Liu
Oriental Rise Holdings Limited
Comapany
April       NameOriental Rise Holdings Limited
       18, 2023
April 918, 2023 Page 9
Page
FirstName LastName
Compensation of Directors, page 129

35.      Please revise this disclosure to note whether you made any
compensation payments to
         your directors during the fiscal year ended December 31, 2022.
Description of Share Capital, page 132

36.      We see that you issued 16 million ordinary shares on January 10, 2023
and some of these
         appear to be issued at $0.001 per share while others were issued at
$0.50 per share. Please
         explain to us how you determined the fair value of the ordinary shares
underlying your
         equity issuances, if any, and the reasons for any differences between
the recent valuations
         of your ordinary shares leading up to the IPO and the estimated
offering price. This
         information will help facilitate our review of your accounting for
equity issuances
         including stock compensation.
Report of Independent Registered Public Accounting Firm, page F-2

37.      Please ask your auditors to provide a properly signed and dated audit
opinion.
Notes to the Financial Statements
General, page F-8

38.      Please revise to include a footnote regarding stockholders    equity,
including the
         significant terms of your ordinary shares, stock options issued, if
any, and a description of
         your    other reserves.
Note 20. Capital Commitments, page F-22

39.      We see that you have significant capital expenditures in respect of
acquisition of property,
         plant and equipment that is contracted for but not provided in the
consolidated financial
         statements. Please explain to us what these assets specifically relate
to and tell us about
         your accounting, specifically why these contracted assets are not
accounted for in your
         financial statements.
Note 22. Subsequent Events, page F-22

40.      Please tell us why the January 2023 issuance of ordinary shares is not
included as a
         subsequent event. Please also update this footnote to provide the date
intended.
Exhibits

41.      Please file consents of your Cayman Islands legal counsel and your PRC
legal counsel,
         see Item 601(b)(23) of Regulation S-K.
 Dezhi Liu
FirstName  LastNameDezhi  Liu
Oriental Rise Holdings Limited
Comapany
April      NameOriental Rise Holdings Limited
      18, 2023
April 10
Page  18, 2023 Page 10
FirstName LastName
42.      Please file your material agreements or forms thereof as exhibits,
such as the Contractual
         Management Rights Agreements, Framework Agreements, Letters of Intent,
         the Collective Forest Right Transfer Agreements and the Management
Agreements with
         individual tea garden managers. Refer to Item 601(b)(10) of Regulation
S-K.
General

43.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
       You may contact Julie Sherman at 202-551-3640 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Margaret Schwartz at 202-551-7153
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Industrial Applications and
                                                               Services
cc:      Joe Laxague, Esq.
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