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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

February 8, 2024

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

And Correspondence Filed December 22,
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 January 30, 2024
relating to the above referenced filing in connection with the Form 20-F for the fiscal year ended December 31, 2022 filed on December
22, 2023 (the “2022 Form 20-F”).

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

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

General

 1. We note your structure chart in response to prior comment 2. Please name the sponsor(s) and their respective interest(s) for the
ten schools in Yunan province and Wenshan Long-Spring Experimental Secondary School.

RESPONSE: In response to the
Staff’s comment, the Company undertakes to revise the diagram of the Company’s corporate structure disclosed in “Item
4. Information of the Company—C. Organizational Structure” of the 2022 Form 20-F to update the footnote for the ten schools
in Yunnan province and add a footnote for Wenshan Long-Spring Experimental Secondary School as follows (marked by underlines). The Company
undertakes to update and disclose the revised corporate structure together with its footnotes to the section headed “Our Holding
Company Structure and Contractual Arrangements with the VIE” in the beginning of the Introduction section in its future Form 20-F
filings, subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

“(2) The 10 schools
comprise Kunming Xishan Long-Spring Experimental Secondary School, Kunming Chenggong Long-Spring Experimental Secondary School,
Yiliang Long-Spring Experimental Secondary School, Qujing Hengshui Experimental Secondary School, Yunnan Yuxi Hengshui Experimental
High School, Yunnan Hengshui Experimental Secondary School—Xishan School, Yunnan Long-Spring Foreign Language Secondary
School, Zhenxiong Long-Spring Advanced Secondary School, Qiubei Long-Spring Experimental Secondary School, and Mengla Long-Spring
Experimental Secondary School. Long-Spring Education Holding Group Limited is the sole sponsor for each of the ten schools in
Yunnan province.

…

(6) Long-Spring
Education Holding Group Limited is the sole sponsor for Wenshan Long-Spring Experimental Secondary School.”

February 8, 2024

Page 2

 2. We note your response to prior comment 7 and reissue. We note your explanation that the uses of “we” and “our”
are intended to include substantive operations performed by the VIE. However, please refrain from using terms such as “we”
or “our” when describing activities or functions of a VIE so that it is clear to investors which entity the disclosure is
referencing and which subsidiaries or entities are conducting business operations. Please provide your proposed revised disclosure for
the rest of you annual report. In particular, we note uses of “we” and “our” in Item 4 that includes activities performed
by the VIE and your disclosure on page 70 that the VIE owns the schools.

RESPONSE: In response to
the Staff’s comment, the Company undertakes to revise the proposed disclosures on the cover page of the annual report in the
response to the Company’s response letter dated December 22, 2023 as follows (marked by underlines and strikethroughs).

The Company also undertakes to revise the relevant disclosure throughout
the annual report (including, among others, throughout Item 4) to use “the VIE” instead of “we” or “our”
when describing activities or functions of the VIE in its future Form 20-F filings. For instance, the Company undertakes to revise the
disclosure of the first two paragraphs in Item 4. B. Business Overview — Our Schools and Programs” as follows (marked by underlines
and strikethroughs), subject to such updates and adjustments to be made in connection with any material developments of the subject matter
being disclosed.

“INTRODUCTION

…

 ● “we,”
                                            “us,” “our” or “our company” refers to:

(1) First High-School Education Group
Co., Ltd., and its subsidiaries, and,

(2) in the context of describing our
operations and consolidated financial information, the affiliated entities. The affiliated entities include, among others, Long-Spring
Education, its subsidiaries and our schools. References to the affiliated entities may include their subsidiaries, depending on the context
as appropriate. The affiliated entities are PRC companies conducting operations in the Chinese mainland, and their financial results have
been consolidated into our consolidated financial statements under U.S. GAAP for accounting purposes. First High-School Education Group
Co., Ltd. is a holding company with no operations of its own. We do not have any equity ownership in the affiliated entities First
High-School Education Group Co., Ltd. and its subsidiaries and the affiliated entities, when used in the context of describing the substantive
operations and financial information relating to such operations of First High-School Education Group Co., Ltd. and its subsidiaries and
the affiliated entities as a whole; and”

“ITEM 4. INFORMATION ON THE COMPANY

…

B. Business Overview

…

Our Schools and Programs

The VIE We operates
a network of 21 schools located in Yunnan province, Guizhou province, Shaanxi province, and Henan province, offering 13 high school programs
and three tutorial school programs for Gaokao repeaters, and five school management service programs as of December 31, 2022.

The following map sets forth the geographical
locations of our the VIE’s schools and the schools to which we the VIE provided
management services as of December 31, 2022.”

February 8, 2024

Page 3

 3. We note your response to prior comment 4 and we reissue. Please provide a cross-refence for each of the summary risk factors in
the section titled “Risks related to doing business in China.” In this light, in response to our prior comment, it appears that
you have only included cross-references on some of the summary risk factors in this section.

RESPONSE: In response to the Staff’s
comment, the Company respectfully clarifies that it has revised the summary risk sectors in the section titled “Risks related to
doing business in China” in the Company’s response letter dated October 18, 2023 as follows (marked by underlines), and undertakes
to incorporate such proposed revision together with its revised disclosure in its response letter dated December 22, 2023 in its future
Form 20-F filings as follows, subject to such updates and adjustments to be made in connection with any material developments of the subject
matter being disclosed.

Furthermore, the Company undertakes
to include cross-references to the more detailed discussion of the risks for all the risk factors summarized under the subsection of Summary
Risk Factors in section D. Risk Factors, Item 3. Key Information, including but not limited to all the risk factors that describe significant
regulatory, liquidity, and enforcement risks.

“ITEM 3. KEY INFORMATION

…

D. Risk Factors

Summary Risk Factors

…

Risks related to doing business in
China

 ● Changes in China’s economic, political or social conditions
or government policies, laws and regulations, which could adversely affect the education services market and harm our business. As
of the date of this annual report, we have not received any inquiry or notice or any objection in connection with our previous issuance
of securities to foreign investors from the CSRC, the CAC or any other PRC governmental authorities that have jurisdiction over our operations.
However, given the current regulatory environment in the PRC, there remains uncertainty regarding the interpretation and enforcement of
PRC laws, which can change quickly and subject to any future actions within the discretion of PRC authorities. See “—Risks
Related to Doing Business in China—PRC economic, political and social conditions, as well as changes in any government policies,
laws and regulations, could adversely affect the overall economy in China or the education services market, which could harm our business”,
“—Risks Related to 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” and “—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”;

 ● We
                                            face risks arising from the uncertainties with respect to the PRC legal system. Certain
                                            rules and regulations can change quickly with little advance notice, and there may be risks
                                            and uncertainties regarding the interpretation and enforcement of PRC laws and regulations,
                                            which may affect our decisions on the policies and actions to be taken to comply with PRC
                                            laws and regulations. See “—Risks Related to Doing Business in China—Uncertainties
                                            with respect to the PRC legal system could have a material adverse effect on us”;

February 8, 2024

Page 4

 ● Our
                                            business is susceptible to any actions by the Chinese government which may cause us to make
                                            material changes to the operation of our PRC subsidiaries or the affiliated entities. 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
                                            oversight over our business operations, and may intervene or influence our 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 our operations and/or
                                            the value of our securities. 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 our ability to offer or continue to
                                            offer securities to investors and cause the value of such securities to significantly decline
                                            or become worthless. See “—Risk Factors—Risks Related to Doing Business
                                            in China—Any actions by the Chinese government, including any decision to intervene
                                            or influence the operations of our PRC subsidiaries or the affiliated entities or to exert
                                            control over any offering of securities conducted overseas and/or foreign investment in China-based
                                            issuers, may cause us to make material changes to the operations of our PRC subsidiaries
                                            or the VIE, may limit or completely hinder our ability to offer or continue to offer securities
                                            to investors, and may cause the value of such securities to significantly decline or be worthless”;

 ● Cash
                                            transfers from our PRC subsidiaries to entities outside of mainland China are subject to
                                            PRC government controls on currency conversion. As a result, cash in mainland China may not
                                            be available to fund operations or for other use outside of mainland China due to interventions
                                            in or the imposition of restrictions and limitations on our PRC subsidiaries’ ability
                                            to transfer cash. There is no assurance the PRC government will not intervene in or impose
                                            restrictions on us and our subsidiaries to transfer cash. Although currently there are no
                                            equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out
                                            of, our subsidiary in Hong Kong, if certain restrictions or limitations in mainland China
                                            were to become applicable to cash transfers in and out of Hong Kong entities in the future,
                                            the funds in our subsidiary in Hong Kong, likewise, may not be available to fund operations
                                            or for other use outside of Hong Kong. See “Introduction—Cash and Asset Flows
                                            through Our Organization” and “—Risks Related to Doing Business in China—Restrictions
                                            on currency exchange may limit our ability to receive and use our revenues effectively”;

 ● We
                                            face risks arising from the significant uncertainties in the application and interpretation
                                            of the Law on Promoting Private Education, the Implementation Rules and their detailed implementation
                                            rules and regulations. See “—Risk Factors—Risks Related to Doing
                                            Business in China—Based on the recent development of PRC law, there is significant
                                            uncertainty about the application and interpretation of the Law on Promoting Private Education,
                                            the Implementation Rules and their detailed implementation rules and regulations. We may
                                            be subject to significant limitations on our ability to engage in the private education business,
                                            acquire private schools, or receive payments from the VIE and may otherwise be materially
                                            and adversely affected by changes in PRC laws and regulations”;

 ● We
                                            face risks arising from the increased regulatory scrutiny focus on U.S.-listed companies
                                            with operations in China, which could add uncertainties to our business operations, share
                                            price and reputa