Correspondence 0001013762-24-000296 from Star Fashion Culture Holdings Ltd (STFS)
Star Fashion Culture Holdings Ltd
Date: July 22, 2024 · CIK: 0002003061 · Accession: 0001013762-24-000296
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280198
Referenced dates: July 11, 2024
Letter
Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Star Fashion Culture Holdings Limited Amendment No. 1 to Registration Statement on Form F-1 Filed July 3, 2024 File No. 333-280198
Re:
Dear Ms. Reed/Mr. King:
As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated July 11, 2024 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form F-1 (the “Form F-1”).
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.
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.
Response: We respectfully advise the Staff that we have updated the disclosure on page 100 to disclose the above.
Taxation
Cayman Islands Taxation, page 115
2. 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 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
Response: We respectfully advise the Staff that we have updated the disclosure on page 115 to state clearly that the disclosure in the Cayman Islands tax consequence section of the prospectus is the opinion of Ogier.
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.
Response: We respectfully advise the Staff that we have filed as exhibit 99.8 the Request for Waiver and Representation under Item 8.A.4 of Form 20-F.
Please contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
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CORRESP
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filename1.htm
July 22, 2024
Via Edgar Transmission
Ms. Rebekah Reed/ Mr. Dietrich King
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
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 Ms. Reed/Mr. King:
As counsel for the Company and on its behalf,
this letter is being submitted in response to the letter dated July 11, 2024 from the Securities and Exchange Commission (the “Commission”)
in which the staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form
F-1 (the “Form F-1”).
For the Staff’s convenience,
the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such
comment.
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.
Response:
We respectfully advise the Staff that we have updated the disclosure
on page 100 to disclose the above.
Taxation
Cayman Islands Taxation, page 115
2. 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 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
Response: We respectfully advise the Staff that we have updated the disclosure on page 115 to state clearly that the disclosure in the Cayman Islands
tax consequence section of the prospectus is the opinion of Ogier.
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.
Response: We
respectfully advise the Staff that we have filed as exhibit 99.8 the Request for Waiver and Representation under Item 8.A.4 of Form
20-F.
Please contact the undersigned
at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
Lawrence S. Venick
Direct Dial: +852.3923.1188
Email: lvenick@loeb.com
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