SEC Comment Letter 0000000000-24-007864 to Star Fashion Culture Holdings Ltd (STFS)
Star Fashion Culture Holdings Ltd
Date: July 11, 2024 · CIK: 0002003061 · Accession: 0000000000-24-007864
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File numbers found in text: 333-280198
Letter
July 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 Amendment No. 1 to Registration Statement on Form F-1 Filed July 3, 2024 File No. 333-280198 Dear Liu Xiaohua: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 25, 2024 letter. Amendment No. 1 to Registration Statement on Form F-1 filed July 3, 2024 Compensation, page 100 1.Please update your executive compensation information for your fiscal year ended June 30, 2024. Refer to Item 6.B of Form 20-F. Taxation Cayman Islands Taxation, page 115 We note your response to prior comment 5 and reissue. Please revise to state clearly that the disclosure in the Cayman Islands tax consequences section of the prospectus is the opinion of your Cayman Islands counsel, as required by Section III.B.2 of Staff Legal Bulletin No. 19 in light of the "short-form" tax opinion filed as Exhibit 8.1 to the 2.
July 11, 2024 Page 2 registration statement. Your revisions indicating that Ogier "has advised [you]" of certain tax consequences do not constitute a clear statement that the disclosure in this section is their opinion. General 3.Please update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not required. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto. 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
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July 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
Amendment No. 1 to Registration Statement on Form F-1
Filed July 3, 2024
File No. 333-280198
Dear Liu Xiaohua:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 25, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed July 3, 2024
Compensation, page 100
1.Please update your executive compensation information for your fiscal year ended June
30, 2024. Refer to Item 6.B of Form 20-F.
Taxation
Cayman Islands Taxation, page 115
We note your response to prior comment 5 and reissue. Please revise to state clearly that
the disclosure in the Cayman Islands tax consequences section of the prospectus is the
opinion of your Cayman Islands counsel, as required by Section III.B.2 of Staff Legal
Bulletin No. 19 in light of the "short-form" tax opinion filed as Exhibit 8.1 to the
2.
July 11, 2024
Page 2
registration statement. Your revisions indicating that Ogier "has advised [you]" of certain
tax consequences do not constitute a clear statement that the disclosure in this section is
their opinion.
General
3.Please update your financial statements, or file as an exhibit to the filing the necessary
representations as to why such update is not required. Refer to Item 8.A.4 of Form 20-F
and Instruction 2 thereto.
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