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December 8, 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
Correspondence Filed October 18, 2023
File No. 001-40150
Dear Tommy Zhou:
            We have reviewed your October 18, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 20, 2023
letter.
Correspondence Filed October 18, 2023
Introduction, page ii
1.We note your revised disclosure in response to comment 5.  Please further revise to also
include a cross reference to the condensed consolidating schedules in your proposed
disclosure in response to comment 11.
2.We note your response to comment 8 and reissue in part. 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, and make
conforming changes on page 69. In this regard, we note your diagram on page 69 includes
dashed lines with arrows.

 FirstName LastNameTommy Zhou
 Comapany NameFirst High-School Education Group Co., Ltd.
 December 8, 2023 Page 2
 FirstName LastName
Tommy Zhou
First High-School Education Group Co., Ltd.
December 8, 2023
Page 2
3.We note your response to comment 10 and reissue in part. State affirmatively whether you
have received all requisite permissions or approvals and whether any permissions or
approvals have been denied with respect to your ability to offer securities to investors, as
you have done with respect to your business operations. In addition, you disclose that you
were "advised" by counsel, but it is still unclear whether you obtained an opinion of
counsel with respect to your conclusions regarding CSRC and CAC approval and that you
do not need any additional permissions and approvals to operate your business. Please
revise to clarify, and if you did not rely on an opinion of counsel, state as much and
explain why such an opinion was not obtained. In addition, please update your proposed
disclosure to disclose with specificity each permission or approval you, your subsidiaries,
or the VIE are required to obtain. Lastly, the proposed disclosure here should not be
qualified by materiality. Please make appropriate revisions to your disclosure.
Item 3. Key Information
Summary Risk Factors, page 1
4.We note your response to comment 12 and reissue in part. In addition to the newly
proposed disclosure, please also ensure that you 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. As one example only, your risk factor titled "If the PRC government
determines that the contractual arrangements constituting part of the VIE structure do not
comply with PRC regulations, or if these regulations change or are interpreted differently
in the future, we may be unable to assert our contractual rights over the assets of the VIE,
and our ADSs or ordinary shares may decline in value or become worthless" should be
included in the Risk Factor Summary, including a cross reference. In addition, please
ensure that all the risk factors that describe significant regulatory, liquidity, and
enforcement risks include cross-references to the more detailed discussion of these risks in
the filing.
Risks Related to Doing Business in China, page 24
5.We note your revised disclosure in response to comment 14. Please further revise this risk
factor to remove your references to "more comprehensive control" and "expanding
sectors" and restore your prior “substantial control” and "virtually every sector" language,
respectively. In this regard, it is unclear to us that there have been changes in the
regulatory environment in the PRC since your 20-F was filed on May 1, 2023 warranting
revised disclosure to mitigate the challenges you face and related disclosures. We do not
believe that your revised disclosure referencing the PRC government’s intent to strengthen
its regulatory oversight conveys the same risk.

 FirstName LastNameTommy Zhou
 Comapany NameFirst High-School Education Group Co., Ltd.
 December 8, 2023 Page 3
 FirstName LastName
Tommy Zhou
First High-School Education Group Co., Ltd.
December 8, 2023
Page 3
Failure to comply with governmental regulations and other legal obligations concerning data
protection..., page 29
6.We note your response to comment 15 and reissue in part. You disclose that you were
"advised" by counsel, but it is still unclear whether you obtained an opinion of counsel
with respect to your conclusions regarding CAC approval and that you do not need any
additional permissions and approvals to operate your business. Please revise to clarify.
General
7.We note your response to comment 3 and reissue in part. We acknowledge the proposed
changes to Part I. Please provide your proposed revised disclosure for the rest of the 20-F.
In particular, we note uses of "we" and "our" in Item 4 that includes activities performed
by the VIE. As one example only, you disclose on page 57 you state that "we have an
excellent committed team of teachers" and "we offer competitive compensation packages
to our teachers" where "we" and "our" refers to the "affiliated entities," as on page 70 you
disclose that the VIE owns the schools. In addition, your definition of “we,” “us,” “our”
still appears to include the "affiliated entities," which in turn includes the VIEs.
8.We note your response to comment 9 and reissue in part. We acknowledge your proposed
changes; however, your new disclosure still states that you "effectively control" the
affiliated entities through your contractual arrangements. Please ensure that 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.
            Please contact Nicholas Nalbantian at 202-551-7470 or Taylor Beech at 202-551-4515
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yu Ma, Esq.