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    Unit 2901, 29F, Tower C

    Beijing Yintai Centre

    No. 2 Jianguomenwai Avenue

    Chaoyang District, Beijing 100022

    People’s Republic of China

    Phone: 86-10-6529-8300

    Fax: 86-10-6529-8399

    Website: www.wsgr.com

    中国北京市朝阳区建国门外大街2号

    银泰中心写字楼C座29层2901室

    邮政编码:
    100022

    电话:
    86-10-6529-8300

    传真:
    86-10-6529-8399

    网站:
    www.wsgr.com

Confidential

January 8, 2025

Attention:

Mr. Eddie Kim

Ms. Christina Chalk

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F. Street, N.E

Washington, D.C. 20549

    Re:
    First High-School Education Group Co., Ltd.

    Schedule 13E-3

    Filed on December 13, 2024

    File No. 005-93412

Dear Mr. Kim and Ms. Chalk:

On behalf of First High-School
Education Group Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) contained in its letter dated December 27, 2024 with respect to the Schedule 13E-3, File No. 005-93412 (the
“Schedule 13E-3”), filed with the Commission on December 13, 2024 by the Company and the other filing persons
named therein (together the Company, collectively, the “Filing Persons”). Concurrently with the submission of this
letter, the Filing Persons are filing with the Commission amendment no.1 to the Schedule 13E-3 (“Amendment No.1”) via
EDGAR.

To facilitate your review,
we have separately emailed you a courtesy copy of Amendment No.1 marked to show changes to the Schedule 13E-3.

The Staff’s comments
are repeated below in bold and are followed by Filing Persons’ responses. We have included page references in Amendment No.1 where
the disclosure addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set
forth in Amendment No.1.

Schedule 13E-3 filed December 13, 2024

General

 1. We note your use of “Twenty days” and “20 days” throughout the filing. Please
revise where relevant, including pages 8, 22, 27, 34-35, and 45, to clarify whether you are referring to business days or calendar days.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on pages 8, 22, 27, 34, 45 and 66 of Amendment No.1.

 2. Please provide the information called for by Items 1015(b)(2) and (3) of Regulation M-A. See Item
9 of Schedule 13E-3.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on page 37 of Amendment No.1.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

威尔逊
●·桑西尼·
● 古奇 ● 罗沙迪律师事务所

austin     beijing     boston     BOULDER     brussels     hong kong     london     los angeles     new york      palo alto

SALT LAKE CITY     san diego     san francisco     seattle     shanghai     washington, dc     wilmington, de

Page 2

Other Covenants, page 21

 3. Refer to the second bullet point under this section. Please revise to explain what “third-party
consents” are “necessary or required to consummate” the Merger, or advise.

Response: The Company
respectfully clarifies that the referenced provision is intended to be a catch-all provision, and to the best knowledge and after consultation
with its legal counsels, the Company is not aware of any third-party consents that are necessary or required to consummate the Merger.
In response to the Staff’s comment, the Company has revised the disclosure on pages 12 and 14 of Amendment No.1 to clarify the regulatory
filings required for the Merger, which are included in the representations and warranties of the parties.

Conditions to the Merger, page 22

 4. Refer to the third bullet point on page 23. Please disclose whether any Material Adverse Effect
that is continuing has occurred prior to the filing of Schedule 13E-3.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on page 23 of Amendment No.1.

Dissenters’
or Appraisal Rights, page 26

 5. On page 27, where you discuss the mechanism by which ADS holders can exercise dissenters’ rights by
converting their ADSs into Ordinary Shares, provide an approximate time frame for that process.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on pages 27 and 66 of Amendment No.1.

Purposes and
Effects of the Merger, page 27

 6. We note the following disclosure in the first sentence of this section: “The purpose of the Merger
is to enable Parent to acquire direct ownership of all of the outstanding equity capital in the Company which Parent does not beneficially
own following completion of the transactions contemplated under the Rollover Agreements, and to cause Unaffiliated Security Holders to
be cashed out and obtain immediate liquidity.” Please expand to discuss the reasons why Parent (and other filers) are seeking to
acquire control of the Company, rather than enumerating the effects of the Merger itself.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on page 27 of Amendment No.1.

Page 3

Recommendation
of the Special Committee to the Board, page 28

 7. We note your disclosure that the Special Committee and the Board determined that the going
                                                                 private transaction “is fair (both substantially and procedurally) to and in the best interests of the Company and the
                                                                 Unaffiliated Security Holders.” Zhongqin’s conclusion on page 57, however, states that “the Per Share Merger
                                                                 Consideration to be received by the holders of Shares (other than the Excluded Shares) and the Per ADS Merger Consideration
                                                                 to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) in the Proposed Transaction are
                                                                 fair, from a financial point of view, to such holders . . . .”  (emphasis added). According to your
                                                                 disclosure on page 9, Excluded Shares include Shares “held by Merger Sub at the Effective Time” and “held by
                                                                 Parent, Merger Sub, the Company or any of their respective subsidiaries.” Thus, it appears that “holders of
                                                                 shares,” as referred to in Zhongqin’s conclusion, include directors and executive officers of the Company who hold
                                                                 the Shares and are considered affiliates of the Company under Rule 13e-3(a)(1). Please address how any filing person
                                                                 relying on the Zhongqin opinion was able to reach the fairness determination as to the unaffiliated security holders, given that the
                                                                 fairness opinion addressed fairness with respect to unaffiliated and certain affiliated security holders together, rather than
                                                                 unaffiliated security holders as a distinct group.

Response: The Company
respectfully clarifies that the directors and officers of Company (including Mr. Zhaowei Zhang) beneficially own the securities of the
Company through Long-Spring Education Management Limited, Long-Spring Education International Limited, Long-Spring Education Technology
Limited, and Long-Spring Education Consulting Limited. Each of Long-Spring Education Management Limited, Long-Spring Education International
Limited, Long-Spring Education Technology Limited, and Long-Spring Education Consulting Limited is a Rollover Shareholder that will contribute
the Ordinary Shares such entity held of record to the Merger Sub prior to the Effective Time. In addition, Mr. Zhaowei Zhang and Mr. Pengwei
Luo will also contribute the securities of the Company they beneficially owned to the Merger Sub prior to the Effective Time. Therefore,
the securities beneficially owned by the directors and officers of the Company are included in the Excluded Shares, and “holders
of shares,” as referred to in Zhongqin’s conclusion, do not include the affiliates of the Company. In response to the Staff’s
comment, the Company has revised the disclosure on page 9 of Amendment No.1 to clarify that the Excluded Shares include the securities
beneficially owned by the directors and officers of the Company.

Reasons for
the Merger and Position of the Special Committee and the Board, page 40

 8. Refer to the fifth bullet point on page 45. It appears that
the term “Effective Date” is not defined anywhere in the document. Please revise.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on page 45 of Amendment No.1.

Page 4

Opinion of
the Special Committee’s Financial Advisor, page 50

 9. Please confirm that the information provided to the financial
advisor and enumerated in items (b) and (c) on page 51 are included in the disclosure document, or advise.

Response: The Company
confirms that the information enumerated in items (b) and (c) are included in the disclosure documents as exhibits (c) 2 through (c) 8
and on page 49.

Consequences
of Possible PFIC Classification, page 69

 10. We note your disclosure that you “do not believe that
[you] were a PFIC for [your] taxable year ended December 31, 2023, although there can be no assurance in this regard.” We also
note your disclosure that, among other things, “[t]he determination of whether [you] will be or become a PFIC is a factual
determination made annually” (emphasis added). Please revise to provide support for your belief that you were not a PFIC
for the taxable year ended December 31, 2023, and, given that such determination is made “annually” and that it has almost
been a year since December 2023, explain when such determination would be made.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on page 69 of Amendment No.1.

Summary Financial
Information, page 74

 11. Please provide the book value per share as of the date of
the most recent balance sheet presented. See Item 13 of Schedule 13E-3 and Item 1010(a)(4) of Regulation M-A.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on page 75 of Amendment No.1.

Where You Can
Find More Information, page 80

 12. We note your reference to “public reference facilities
maintained by the SEC” and “Public Reference Room.” The SEC no longer maintains a public reference room where
filings can be inspected and copied by the public. Please revise accordingly.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on page 80 of Amendment No.1.

***

Page 5

If you have any
questions regarding Amendment No.1, please contact Ms. Dan Ouyang by telephone at 86-10-6529-8308 or via e-mail at douyang@wsgr.com or
Mr. K. Ronnie Li by telephone at 86-10-6529-8312 or via e-mail at keli@wsgr.com.

    Very truly yours,

    /s/ Ouyang Dan

    Ouyang Dan

Enclosures

cc:

Tommy Zhou, Chief Financial Officer, First High-School
Education Group Co., Ltd.

K. Ronnie Li, Partner, Wilson Sonsini Goodrich &
Rosati, Professional Corporation

Kelvin Chu, Principal, CKM Legal