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United States securities and exchange commission logo
September 20, 2023
Tommy Zhou
Chief Financial Officer
First High-School Education Group Co., Ltd.
No. 1-1, Tiyuan Road, Xishan District
Kunming, Yunnan Province 650228
People’s Republic of China
Re:First High-School Education Group Co., Ltd.
Annual Report on Form 20-F for the Year Ended December 31, 2022
Filed May 1, 2023
File No. 001-40150
Dear Tommy Zhou:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Annual Report on Form 20-F
Introduction, page ii
1.Please disclose that the VIE structure involves unique risks to investors.  If true, disclose
that these contracts have not been tested in court.  Disclose that investors may never hold
equity interests in the Chinese operating companies.  Your disclosure should also
acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change in the
value of your securities, including that it could cause the value of such securities to
significantly decline or become worthless.  Provide a cross reference to your detailed
discussion of risks facing the company as a result of this structure.
2.Where you discuss the legal and operational risks related to having significant operations
in China on page iv, revise to also address how recent statements and regulatory actions

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 Comapany NameFirst High-School Education Group Co., Ltd.
 September 20, 2023 Page 2
 FirstName LastNameTommy Zhou
First High-School Education Group Co., Ltd.
September 20, 2023
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by China’s government related to the use of variable interest entities have or may impact
the company’s ability to conduct its business, accept foreign investments, or list on a U.S.
or other foreign exchange.  Please also include cross-references to the individual related
risk factors.
3.Refrain from using terms such as “we” or “our” when describing activities or functions of
the VIE.  In this regard, we note that your definition of "we" includes the affiliated
entities, which in turn includes the VIE.
4.Please revise to clarify that the legal and operational risks associated with operating in
China also apply to operations in Hong Kong/Macau. This disclosure could appear in the
definition itself or in an appropriate discussion of legal and operational risks. Also discuss
the applicable laws and regulations in Hong Kong and/or Macau, as applicable, as well as
the related risks and consequences, such as the enforceability of civil liabilities in Hong
Kong/Macau and China's Enterprise Tax Law, and disclose how regulatory actions related
to data security or anti-monopoly concerns in Hong Kong/Macau have or may impact the
company’s ability to conduct its business, accept foreign investment or list on a
U.S./foreign exchange.
5.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries and/or the consolidated VIE, to the parent company
and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.
Provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
6.Please revise your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in the PRC/Hong Kong
or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or
for other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you, your subsidiaries, or the consolidated
VIE by the PRC government to transfer cash or assets. In this section, provide cross-
references to these other discussions.
7.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIE or investors, summarize the policies

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 Comapany NameFirst High-School Education Group Co., Ltd.
 September 20, 2023 Page 3
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First High-School Education Group Co., Ltd.
September 20, 2023
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in this section, and disclose the source of such policies (e.g., whether they are contractual
in nature, pursuant to regulations, etc.); alternatively, state that you have no such cash
management policies that dictate how funds are transferred.
8.Provide a diagram of the company’s corporate structure, identifying the person or entity
that owns the equity in each depicted entity, such as the diagram included on page 69.
Ensure that, with respect to relationships with the VIE, the diagram uses dashed lines
without arrows.  Describe all contracts and arrangements through which you claim to have
economic rights and exercise control that results in consolidation of the VIE’s operations
and financial results into your financial statements, similar to your disclosure on page 71.
Describe the relevant contractual agreements between the entities and how this type of
corporate structure may affect investors and the value of their investment, including how
and why the contractual arrangements may be less effective than direct ownership and that
the company may incur substantial costs to enforce the terms of the arrangements.
Disclose the uncertainties regarding the status of the rights of the Cayman Islands holding
company with respect to its contractual arrangements with the VIE, its founders and
owners, and the challenges the company may face enforcing these contractual agreements
due to legal uncertainties and jurisdictional limits.
9.We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIE’s business operations through contractual agreements
and that those agreements are designed to provide you with the power, rights, and
obligations equivalent in all material respects to those it would possess as the principal
equity holder of the VIE.  We also note your disclosure that the Cayman Islands holding
company is the primary beneficiary of the VIE.  However, neither the investors in the
holding company nor the holding company itself have an equity ownership in, direct
foreign investment in, or control of, through such ownership or investment, the VIE.
Accordingly, please refrain from implying that the contractual agreements are equivalent
to equity ownership in the business of the VIE.  Any references to control or benefits that
accrue to you because of the VIE should be limited to a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP.  Additionally, your
disclosure should clarify that you are the primary beneficiary of the VIE for accounting
purposes.
10.Disclose each permission or approval that you, your subsidiaries, or the VIE are required
to obtain from Chinese authorities to operate your business and to offer your securities to
foreign investors.  State whether you, your subsidiaries, or the VIE 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 VIE: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,

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First High-School Education Group Co., Ltd.
September 20, 2023
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or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
11.We note that the consolidated VIE constitutes a material part of your consolidated
financial statements.  Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required.  The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary.  The schedule should also disaggregate the parent company, the VIE and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIE, and an
aggregation of other entities that are consolidated.  The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions.  Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
Item 3. Key Information
Summary Risk Factors, page 1
12.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 significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the filing.  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 your securities.
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.
Risks Related to Doing Business in China, page 24
13.Include risk factor disclosure explaining whether there are laws/regulations in Hong
Kong/Macau that result in oversight over data security, how this oversight impacts the
company’s business and any future offerings, and to what extent the company believes
that it is compliant with the regulations or policies that have been issued.

 FirstName LastNameTommy Zhou
 Comapany NameFirst High-School Education Group Co., Ltd.
 September 20, 2023 Page 5
 FirstName LastName
Tommy Zhou
First High-School Education Group Co., Ltd.
September 20, 2023
Page 5
14.Given the significant oversight and discretion of the government of the People’s Republic
of China (PRC) over the operations of your business, please describe any material impact
that intervention or control by the PRC government has or may have on your business or
on the value of your securities.  We remind you that, pursuant to federal securities rules,
the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.”
Failure to comply with governmental regulations and other legal obligations concerning data
protection..., page 29
15.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to explain how this
oversight impacts your business and future offerings and to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC to
date.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yu Ma, Esq.