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February 6, 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
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 23, 2024
CIK No. 0002003061
Dear Liu Xiaohua:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
January 11, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted January 23, 2024
Cover Page
1.We note your response to prior comment 3 and reissue in part. 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. Your
revised disclosure in the sixteenth paragraph on the cover page speaks only to cash "in the
PRC" and references "PRC regulations and policies" rather than the more detailed

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Star Fashion Culture Holdings Limited
February 6, 2024
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"...interventions in or the imposition of restrictions and limitations..." language. Make
conforming revisions where this disclosure appears on page 5, and provide an individual
cross-reference to the risk factor discussion on the cover page.
2.We note your added disclosure on the cover page that the conduct of your business in the
PRC "...shall be governed by the PRC government." Please elaborate on the meaning of
this statement, and to the extent you are referring to the PRC government's general power
to intervene or influence your operations at any time, please revise to state as much.
Additionally, where you have added to the cover page the statement that, "If capital
control was strengthened in the future, our PRC subsidiaries' dividends...," please clarify
what "capital control(s)" you are referencing.
Prospectus Summary
Transfers of Cash To and From Our Subsidiaries, page 5
3.We note your response to prior comment 5 and discussion of certain restrictions on your
operating subsidiary's ability to pay dividends. Your risk factor disclosure indicates
that additional restrictions and limitations on cash transfers, currency conversion, and
distributions are applicable to you and your subsidiaries. For example, you discuss
statutory limits and registration requirements for funds transferred to PRC subsidiaries on
page 33 and certain PRC foreign exchange regulations on page 35. Please further revise
this section to comprehensively describe restrictions on foreign exchange and your ability
to transfer cash between entities, across borders, and to U.S. investors, as well as any
restrictions and limitations on your ability to distribute earnings from the company,
including your subsidiaries, to the parent company and U.S. investors.
Summary Risk Factors
Risks Related to Doing Business in China, page 10
4.We note your response to prior comment 6 and reissue in part. Please revise your
summary of risk factors to discuss risks arising from the legal system in China, including
the risk that rules and regulations in China can change quickly with little advance notice.
In this regard, your revised disclosure only indicates that PRC laws and regulations "may
be subject to future changes." Further revise to discuss 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. Your statement that "the complex and rapidly
evolving laws and regulations [in China]...could result in a material change in our
operations and/or the value of our Class A Ordinary Shares" does not convey the same
risk. Lastly, please 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

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 Comapany NameStar Fashion Culture Holdings Limited
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Star Fashion Culture Holdings Limited
February 6, 2024
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ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
Regulatory Approval of the PRC and Hong Kong
Permission Required from PRC Authorities, page 15
5.Revise to state which entity or entities hold the "Business Licenses" referenced in this
section as the only necessary permissions from PRC authorities required to operate your
current businesses in China. In this regard, we note use of the plural "Business Licenses"
in this section and the singular "Business License" on page 13. Please adjust for
consistency.
6.We note your response to prior comment 8 and revised disclosure on page 16 indicating
that, aside from filing procedures with the China Securities Regulatory Commission
(CSRC), you are not required to obtain any permission from PRC authorities to offer
securities to foreign investors. Please disclose whether you are relying on an opinion of
counsel with respect to this conclusion. Additionally, we reissue certain portions of the
comment related to the Trial Measures. Revise to state whether the offering is contingent
upon completion of the CSRC review process, and elaborate on risks to investors if there
is a chance that the company lists on a foreign exchange before completing CSRC review.
Make conforming revisions in your risk factor disclosure. Please also discuss in this
section the consequences of non-compliance with the Trial Measures, including the
potential fines and other impacts addressed in your risk factor related to the Trial
Measures on page 40.
Risk Factors
Risks Related to Doing Business in China, page 29
7.We note your response to prior comment 13 and reissue. 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. Additionally, where you discuss the impacts
of "future laws or regulations impos[ing] restrictions on...foreign investment in China-
based issuers" on page 30, further revise to acknowledge that the Chinese government has
made recent statements indicating an intent to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers.
It may be difficult, cumbersome, and time-consuming to deliver legal process..., page 32
8.We note your response to prior comment 21 and reissue the request for expanded risk
factor disclosure to address the challenges of enforcing judgments or liabilities against
your officers and directors located in China. Your risk factor disclosure acknowledges

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Liu Xiaohua
Star Fashion Culture Holdings Limited
February 6, 2024
Page 4
difficulty in delivering legal process documents but does not discuss the enforcement of
judgments or liabilities.
Risks Related to Our Corporate Structure
Our dual-class voting structure will limit your ability to influence corporate matters..., page 42
9.We note your response to prior comment 1 and revised disclosure on the cover page and
in the prospectus summary acknowledging the exemptions from certain corporate
governance requirements afforded by "controlled company" status. Please revise this or
another risk factor to address such exemptions.
Our Corporate Structure and History, page 65
10.Please revise to clarify, if true, that the "original shareholders of Star Fashion (Xiamen)"
referenced in this section are the five persons who indirectly hold 95% of shares of Star
Fashion Culture Holdings Limited and an aggregate 0.01% direct interest in Star Fashion
(Xiamen). Clarify whether Wen Hao Xiang, depicted as holding 5% of shares of Star
Fashion Culture Holdings Limited, is the "New Investor" referenced in this
section. Additionally, please revise here and in the prospectus summary and Business
section to disclose when Star Fashion (Xiamen) began operations.
Business, page 68
11.We note your response to prior comment 16 and reissue in part. Where appropriate in this
section, please further revise to elaborate on the extent to which you rely on third parties
to provide your core services. In this regard, we note your statement on page F-12 that,
"For all of the revenue types, relevant services were mainly purchased from third
parties...," as well as your risk factor disclosure on page 21 indicating that termination of
your relationships with key suppliers could impact your ability to secure licensing deals,
perform online marketing, or arrange for offline marketing displays. In revising, clarify
the frequency with which you outsource services to third parties and which services you
are capable of independently providing.
Regulations
Laws and regulations related to cyber security and data protection, page 80
12.We note your response to prior comment 17 and reissue. Please revise to explain the
material effects that the data processing and data security laws identified in this section
have on your business (i.e., what processes, safeguards, or other activities they require of
you). Your revised disclosure states your belief that these laws and regulations do not
subject you to cybersecurity review, but it remains unclear as a threshold matter why and
how your business activities implicate these laws, particularly given your indication
elsewhere that you do not operate online platforms or collect personal information through
any online platforms.

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 Comapany NameStar Fashion Culture Holdings Limited
 February 6, 2024 Page 5
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Liu Xiaohua
Star Fashion Culture Holdings Limited
February 6, 2024
Page 5
Related Party Transactions, page 93
13.We note your response to prior comment 19 and revised disclosure indicating that the
company received RMB30.0 million representing the registered capital of Star Fashion
(Xiamen) on July 6, 2023. This appears inconsistent with your disclosure elsewhere that
Star Fashion Culture Holdings Limited and the intermediate holding companies in your
organization were incorporated between August 11, 2023 and September 28, 2023. Please
provide additional details regarding this transaction to clarify the entity that received this
registered capital.
Consolidated Financial Statements
3. Summary of significant accounting policies
(s) Recent accounting pronouncements, page F-15
14.We note your response to prior comment 20. Please revise your disclosures here and on
page 6 to definitively state whether or not you plan to take advantage of the extended
transition period provided in Securities Act Section 7(a)(2)(B) for complying with new or
revised accounting standards. Refer to Question 13 of Jumpstart Our Business Act
Frequently Asked Questions.
            Please contact Tony Watson at 202-551-3318 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Rebekah Reed at 202-551-5332 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Yeung