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January 11, 2024
Liu Xiaohua
Chief Executive Officer
Star Fashion Culture Holdings Limited
12F, No. 611, Sishui Road
Huli District, Xiamen
People’s Republic of China
Re:Star Fashion Culture Holdings Limited
Draft Registration Statement on Form F-1
Submitted December 15, 2023
CIK No. 0002003061
Dear Liu Xiaohua:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted December 15, 2023
Cover Page
1.We note your disclosure of your dual-class stock structure with disparate voting rights and
concentration of ownership of the Class B Ordinary Shares, resulting in controlled
company status. Please revise the cover page to disclose the nature of the disparate voting
rights, quantify the voting power that the Class B Ordinary Shares will retain after the
offering, identify your controlling shareholder[s], and discuss their ability to control
matters requiring shareholder approval, including the election of directors, amendment of
organizational documents, and approval of major corporate transactions. Please also revise
to discuss the exemptions from corporate governance listing standards afforded by
controlled company status. Provide comparable disclosure in the prospectus summary and
risk factors sections.

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Star Fashion Culture Holdings Limited
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2.You state that your daily business operations or ability to accept foreign investments and
list on a U.S. exchange “may be influenced” by modifications to recent PRC regulatory
actions regarding use of a VIE structure, cybersecurity reviews, and anti-monopoly
enforcement. Please expand your disclosure to explain how you could be influenced by
these regulations, providing specific examples as appropriate. Additionally, please revise
the tenth paragraph on the cover page to make clear early in the paragraph that this
offering and listing is subject to approval by the China Securities Regulatory Commission
(CSRC) pursuant to the Trial Measures.
3.We note your statement that none of your subsidiaries have ever issued dividends or
distributions to the holding company or their overseas shareholders. Please expand this
disclosure so that it speaks to any transfers, dividends, or distributions made to date
between the holding company, its subsidiaries, and investors, including transfers from the
holding company to subsidiaries, and quantify amounts where applicable. Additionally,
please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in the PRC or Hong Kong or in a
PRC or Hong Kong entity, the funds may not be available to fund operations or for other
use outside of the PRC or Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you or your subsidiaries by the PRC
government to transfer cash. On the cover page, provide a cross-reference to this risk
factor discussion.
4.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, and investors, summarize the policies on the cover page
and in the prospectus summary, and disclose the source of such policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the prospectus summary that you have no such cash management
policies that dictate how funds are transferred. Provide a cross-reference on the cover page
to the discussion of this issue in the prospectus summary.
Prospectus Summary, page 1
5.Please provide a clear description of how cash is transferred through your organization.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company and its subsidiaries, and direction of transfer. Quantify any
dividends or distributions that a subsidiary has 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, and further describe any
restrictions and limitations on your ability to distribute earnings from the company,
including your subsidiaries, to the parent company and U.S. investors.

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 January 11, 2024 Page 3
 FirstName LastNameLiu Xiaohua
Star Fashion Culture Holdings Limited
January 11, 2024
Page 3
Summary Risk Factors
Risks Related to Doing Business in China, page 3
6.Please expand your summary of risk factors to disclose each of 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 prospectus. In this regard, we note your cross-references to "Risk Factors — Risks
Related to Doing Business in China." Please revise to cross-reference relevant individual
risk factors. 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 the
securities you are registering for sale. 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.
Permission Required from PRC Authorities, page 7
7.You state on page 5 that "[y]our PRC subsidiaries have received all necessary permissions
required to obtain from PRC authorities to operate current businesses in China, including
Business License." Please revise to name each permission or approval that you or your
subsidiaries are required to obtain from Chinese authorities to operate your business.
Additionally, you indicate that you have been "advised" by your PRC counsel regarding
the conclusion that you are not subject to cybersecurity review with the Cyberspace
Administration of China (CAC) to conduct business operations in China. Please clarify
whether you have relied upon an opinion of counsel with respect to this conclusion, as
well as your conclusion that you have received all necessary permissions from PRC
authorities to operate your business. If you have not relied upon an opinion of counsel,
state as much and explain why such an opinion was not obtained. If you have relied upon
an opinion of counsel, please name counsel and file their consent as an exhibit to the
registration statement.
8.We note your disclosure that this offering will be subject to approval pursuant to the Trial
Measures promulgated by the CSRC. Please confirm whether this is the only permission
or approval that you or your subsidiaries are required to obtain from Chinese authorities to
offer the securities being registered to foreign investors. Additionally, please expand your
disclosure regarding the Trial Measures and CSRC approval to discuss in further detail
the filing deadline and your other responsibilities under the Trial Measures, the current
status of your compliance with this process, risks to investors if there is a chance that the

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 FirstName LastNameLiu Xiaohua
Star Fashion Culture Holdings Limited
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company lists on a foreign exchange before receiving CSRC approval, and whether the
offering is contingent upon receipt of approval from the CSRC. Make conforming
revisions in your risk factor disclosure. Lastly, we note that you have relied upon an
opinion of PRC counsel with respect to your conclusion that this offering requires CSRC
approval. Please file a consent of counsel as an exhibit to the registration statement.
Our Corporate Structure and History, page 8
9.We note your corporate structure chart on page 8. Please revise this diagram so that it
clearly identifies the entity in which investors are purchasing their interest and the entity
or entities in which the company’s operations are conducted. Relocate this section so that
the diagram and accompanying discussion are provided towards the beginning of the
prospectus summary.
Risk Factors, page 15
10.Please include a risk factor regarding the financial position of the company that
acknowledges your working capital deficit, as well as the substantial doubt regarding your
ability to continue as a going concern discussed at page F-7.
11.Please add a new risk factor disclosing, if true, your dependence on key suppliers and the
associated risks. In this regard, we note your disclosure on page 47 that your top five
suppliers accounted for approximately 79.9% and 74.6% of your cost of revenue
during the fiscal years ended June 30, 2022 and 2023, respectively.
"We are dependent upon key executives and highly qualified managers...", page 18
12.Please revise this risk factor to identify the key members of management upon which you
depend and disclose that you intend to enter into employment agreements with executive
officers.
Risks Related to Doing Business in China, page 24
13.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action 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. 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,

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 January 11, 2024 Page 5
 FirstName LastNameLiu Xiaohua
Star Fashion Culture Holdings Limited
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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.
Industry Overview, page 57
14.We note your statement that all information and data in this section is derived from an
industry report commissioned by you and prepared by Frost & Sullivan. Please file as an
exhibit to the registration statement the written consent of Frost & Sullivan required by
Rule 436 under the Securities Act.
Our Corporate Structure and History, page 60
15.Please supplement this section with a more detailed discussion of the history of your
operating subsidiary Star Fashion (Xiamen) and how it came to be indirectly majority
owned by Star Fashion Culture Holdings Limited. In this regard, we note that five
shareholders received an aggregate 0.01% direct interest in Star Fashion (Xiamen) in
October 2023 as consideration for a "capital injection." Please describe the nature of this
0.01% direct interest and its economic, voting, or other rights, and clarify the background
of the relationship between these five shareholders and your operating subsidiary. Make
conforming revisions in the prospectus summary and business sections as appropriate
(e.g., to clarify when Star Fashion (Xiamen) began operations).
Business, page 62
16.Where you discuss your "event planning and execution" business activities, including in
this section and in the prospectus summary and MD&A, please clarify the specific role(s)
that you serve with respect to these events. We note that the use of "planning" and
"execution," as well as disclosure in certain areas of the prospectus, suggest that you
actively partake in organizing and hosting in-person events and/or marketing for
customers at such events. For example, you state on page 51 that you "successfully held
two large marathons," and on page 64, you state that you have "extensive event planning
capabilities." However, disclosure in other places, including the Kunming Marathon case
study on page 65, suggests that your role is limited to licensing IP rights from event
organizers, then sub-licensing such rights to your customers. Please further elaborate on
your capacities within this category of business activities and indicate approximately how
often your role has been limited to licensing and sub-licensing IP rights. Please also
clarify the extent to which you rely on third-parties to provide your core services.
Regulations
Laws and regulations related to cyber security and data protection, page 74
17.We note your disclosure on page 7 that you and your PRC subsidiaries "do not operate
any online platforms, nor do [you] collect personal information through any online
platforms in [y]our business operations." However, this section of "laws, regulations, and

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 FirstName LastNameLiu Xiaohua
Star Fashion Culture Holdings Limited
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rules relevant to [y]our business and operations in the PRC" describes laws related to data
processing and collection and the protection of personal information. Please explain the
material effects that these regulations have on your business.
Management, page 79
18.Please revise the biographical information provided for Zhang Pingting to provide a clear
understanding and timeline of her business experience and background. In this regard, we
note that your disclosure suggests that she served in multiple chief financial officer
positions concurrently between July 2015 and June 2023. If accurate, clearly indicate as
much. Please also rationalize the statement, "From 2019 to 2022, she worked as an
accountant at Jinjiang Guoyi Trading Co. from 2010 to 2015."
Related Party Transactions, page 87
19.Please revise to provide the information required