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First High-School Education Group Co., Ltd.

No. 1-1, Tiyuan Road, Xishan District,

Kunming, Yunnan Province 650228,

People’s Republic of China

VIA EDGAR

October 18, 2023

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: First
High-School Education Group Co., Ltd. (the “Company”)

Responses to the Staff’s Comments on

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed May 1, 2023

File No. 001-40150

Ladies and Gentlemen,

This letter sets forth the Company’s responses
to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission dated September 20, 2023
relating to the above referenced filing in connection with the Form 20-F for the fiscal year ended December 31, 2022 filed on May 1, 2023
(the “2022 Form 20-F”).

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses.

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.

RESPONSE: In response to the Staff’s comment,
the Company undertakes to revise the relevant disclosure in its future Form 20-F filings as follows (with underlines showing the changes
against the disclosure in the 2022 Form 20-F), subject to such updates and adjustments to be made in connection with any material developments
of the subject matter being disclosed.

    October 18, 2023

Page 2

“INTRODUCTION

…

Our Holding Company Structure and Contractual Arrangements
with the VIE

First High-School Education Group Co.,
Ltd., our ultimate Cayman Islands holding company, does not have any substantive operations other than indirectly controlling Long-Spring
Education, the VIE which controls and holds our schools, collectively as the affiliated entities, through certain contractual arrangements.
Investors in the ADSs are purchasing equity securities of our ultimate Cayman Islands holding company rather than purchasing equity securities
of the affiliated entities. We conduct our business operations through both our subsidiaries and the affiliated entities, which we effectively
control through certain contractual arrangements. We, together with the affiliated entities, are subject to PRC laws relating to, among
others, restrictions over foreign investments in education services set out in the Negative List (2021 Version) promulgated by the Ministry
of Commerce (“MOFCOM”), and the National Development and Reform Commission (“NDRC”). As a result, we have to control
over the affiliated entities through contractual arrangements. The VIE structure is used to replicate foreign investment in China-based
companies where the PRC law prohibits direct foreign investment in the operating companies. Neither we nor our subsidiaries own any share
in the affiliated entities, and investors may never hold equity interests in the Chinese operating companies. Instead, we control
and receive the economic benefits of the affiliated entities’ business operation through a series of contractual agreements with
the affiliated entities. The contractual agreements with the affiliated entities are designed to provide Yunnan Century Long-Spring Technology
Co., Ltd. (“Yunnan WFOE”) with the power, rights, and obligations equivalent in all material respects to those it would possess
as the principal equity holder of the affiliated entities, including absolute control rights and the rights to the assets, property, and
revenue of the affiliated entities. As a result of our direct ownership in Yunnan WFOE and the contractual agreements with the affiliated
entities, we are regarded as the primary beneficiary of the affiliated entities for accounting purposes. Accordingly, we have consolidated
the financial results of the affiliated entities in our consolidated financial statements in accordance with U.S. GAAP. Neither First
High-School Education Group Co., Ltd. nor its investors have had an equity ownership in, direct foreign investment in, or control, other
than as defined under U.S. GAAP, through contractual arrangements with, the VIE. The contractual arrangements were not equivalent to an
equity ownership in the business of the VIE and its subsidiaries in China. Because of our corporate structure, we are subject to risks
due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation
on foreign ownership of private education entities, and regulatory review of oversea listing and offering of securities of PRC companies
through a special purpose vehicle, and the validity and enforcement of the contractual agreements. We are also subject to the risks of
uncertainty about any future actions of the PRC government in this regard. Our contractual agreements may not be effective in providing
control over the affiliated entities. We may also subject to sanctions imposed by PRC regulatory agencies including Chinese Securities
Regulatory Commission if we fail to comply with their rules and regulations.

    October 18, 2023

Page 3

…

Our corporate structure has been
subject to unique risks associated with the VIE structure. The contractual arrangements with the VIE have not been tested in court. If
the PRC government deems that our contractual arrangements with the VIE did not comply with PRC regulatory restrictions on foreign investment
in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently
in the future, we could be subject to severe penalties. The PRC regulatory authorities could disallow our holding company structure which
could lead to a material change in our operations and/or a material change in the value of our ADSs, and could cause the value of our
ADSs to significantly decline or become worthless. Our holding company, our PRC subsidiaries, and investors of our Company face uncertainty
about potential future actions by the PRC government that could affect the enforceability of the historical contractual arrangements with
the VIE and, consequently, may affect the historical financial performance of the VIE and our Company as a whole. For a detailed description
of the risks associated with our corporate structure, see “Item 3. Key Information—D. Risk Factors—Risks Related to
Our Corporate Structure—If the PRC government finds that our corporate structure and contractual arrangements does not comply with
applicable PRC laws and regulations, we could be subject to severe penalties and our business may be materially and adversely affected.”

The Company also undertakes to revise the relevant disclosure
in its future Form 20-F filings per the blacklines shown below (with additions in underline), subject to updates and adjustments to be
made in connection with any material development of the subject matter being disclosed.

“Risks Related to Our Corporate
Structure

If the PRC government finds that our corporate
structure and contractual arrangements does not comply with applicable PRC laws and regulations, we could be subject to severe penalties
and our business may be materially and adversely affected.

We are a Cayman Islands company and
thus, we are classified as a foreign enterprise under the PRC laws. Foreign investment in the education industry in the PRC is extensively
regulated and subject to numerous restrictions. Under the Special Administrative Measures for Foreign Investment Access (Negative List)
(2021)(the “2021 Special Administrative Measures”), foreign investors are prohibited from investing in primary and middle
schools in the PRC for students in grades one through nine. High school is also restricted industries for foreign investors, and foreign
investors are only allowed to invest in such industries in cooperative ways with domestic investors, provided that domestic investors
play a dominant role in such cooperation. Furthermore, under the Implementation Opinions of the MOE on Encouraging and Guiding the Entry
of Private Capital in the Field of Education and Promoting the Healthy Development of Private Education, which was issued by the MOE on
June 18, 2012, the foreign portion of the total investment in a Sino-foreign joint venture high school should be below 50%. According
to relevant regulations, the foreign investors invested in high schools must be foreign education institutions, with relevant educational
qualification and high quality of education. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations
on Foreign Investment in Education in the PRC” for details. Accordingly, our wholly-owned subsidiary, Yunnan WFOE, in China is currently
ineligible to apply for the required education licenses and permits in China for the operation of primary and middle schools. In order
to establish the structure for operating our business in China, we entered into a series of arrangements in which our wholly-owned subsidiary,
Yunnan WFOE, receives full economic benefits from our schools. Neither we nor our subsidiaries own any share in the affiliated entities,
and investors may never hold equity interests in the Chinese operating companies. For a description of these contractual arrangements,
see “Item 4. Information on the Company—C. Organizational Structure—Our Contractual Arrangements.” We expect to
continue to rely on our contractual arrangements to operate our education business. As a result, investors face unique risks associated
with our holding company structure. The contractual arrangements with the VIE have not been tested in court. The PRC regulatory authorities
could disallow our holding company structure which could lead to a material change in our operations and/or a material change in the value
of our ADSs, and could cause the value of our ADSs to significantly decline or become worthless.”

    October 18, 2023

Page 4

 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 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.

RESPONSE: In response to the Staff’s comment,
the Company undertakes to revise the relevant disclosure in its future Form 20-F filings as follows (with deletions shown in strikethrough
and additions in underline showing the changes against the disclosure in the 2022 Form 20-F), subject to such updates and adjustments
to be made in connection with any material developments of the subject matter being disclosed.

“INTRODUCTION

…

Our Holding Company Structure and Contractual Arrangements
with the VIE

…

We and the affiliated entities face
various legal and operational risks and uncertainties related to being based in and having significant operations in China. The PRC government
has significant authority to exert influence on the ability of a China-based company, such as us and the affiliated entities, to conduct
its business, accept foreign investments. The PRC government has recently issued statements and regulatory actions relating to areas
such as For example, we and the affiliated entities face risks associated with regulatory approvals of offshore offerings,
anti-monopoly regulatory actions, oversight on cybersecurity and data privacy. For example, on February 17, 2023, the China
Securities Regulatory Commission (the “CSRC”) promulgated the Trial Measures of the Overseas Securities Offering and Listing
by Domestic Companies (the “Overseas Listing Trial Measures”) and the related guidelines, which became effective on March
31, 2023. According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas
markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information.
In addition, an overseas-listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate
bonds and exchangeable bonds, and other equivalent offering activities, within the time frame specified by the Overseas Listing Trial
Measures. We have been closely monitoring regulatory developments in China regarding any necessary approvals, filings or reports from
the CSRC, and we will take any and all actions necessary to complete the filing with the CSRC if required. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—The filing procedure with the CSRC shall be fulfilled and the approval
of other PRC government authorities may be required in connection with our future offshore offering under PRC law, and, we cannot predict
whether or for how long we will be able to complete the filing procedure with the CSRC and obtain such approval or complete such filing,
if required.” In addition, if future regulatory updates mandate clearance of cybersecurity review or other specific actions to be
completed by China-based companies listed on foreign stock exchanges or traded in foreign over the counter trading markets, such as us,
we face uncertainties as to whether such clearance can be timely obtained, or at all. See “Item 3. Key Information—D. Risk
Factors—Risks Related Doing Business in China—Failure to comply with governmental regulations and other legal obligations
concerning data protection and cybersecurity may materially and adversely affect our business, as we routinely collect and store data
during the conduct of our business.” Furthermore, the PRC anti-monopoly and competition laws and regulations are evolving, and there
remains uncertainties as to how the anti-monopoly laws, regulations and guidelines will impact our business and results of operations.
Please refer to “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The M&A
Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors,
which could make it more difficult for us to pursue growth through acquisitions in China.” PRC laws and regulations impose certain
restrictions or prohibitions on foreign ownership of companies and institutions providing education services at the various school levels.
In addition, the PRC government regulates the provision of education services through strict licensing requirements. In order to comply
with PRC regulatory requirements, we conduct our business operations in China through both our subsidiaries and the affiliated entities,
which we effectively control through certain contractual arrangements. We, together with the affiliated entities, are subject to PRC laws
relating to, among others, restrictions over foreign investments in education services set out in the Negative List (2021 Version) promulgated
by the MOFCOM and the NDRC. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If
the PRC government finds that our corporate structure and contractual arrangements does not comply with applicable PRC laws and regulations,
we could be subject to severe penalties