SecProbe.io

CORRESP
 1
 filename1.htm

 June 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Nico Nalbantian

 Re:
 Star Fashion Culture Holdings Limited (CIK No. 0002003061)

 Request for Acceleration

 Registration Statement on Form F-1, as amended (File No.
333-287377)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby join in the request of Star Fashion Culture
Holdings Limited that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 5:00 p.m. Washington D.C. time, on July 1, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advises that it intends to distribute approximately 350 copies of the preliminary prospectus, dated June
16, 2025, to prospective underwriters and dealers, institutional investors, retail investors and others.

 Very truly yours,

 WESTPARK CAPITAL, INC.

 By:
 /s/ Jason Stern

 Name:
 Jason Stern

 Title:
 Chief Operating Officer

CORRESP
 1
 filename1.htm

 sTAR
fASHION CULTURE HOLDINGS LIMITED

 VIA EDGAR

 June 30, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Nico Nalbantian

 Re:
 Star Fashion Culture Holdings Limited (CIK No. 0002003061)

 Request for Acceleration

 Registration Statement on Form F-1, as amended (File No. 333-287377)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), Star Fashion Culture Holdings
Limited (the "Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1,
as amended (the " Form F-1 Registration Statement ") be accelerated to, and that the Form F-1 Registration Statement
become effective at, 5:00 p.m., Eastern Time on July 1, 2025, or as soon thereafter as practicable.

 Very truly yours,

 By:
 /s/ Liu Xiaohua

 Name:
 Liu Xiaohua

 Title:
 Chief Executive Officer

 cc: Loeb & Loeb LLP

 Haneberg Hurlbert PLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Liu Xiaohua
Chief Executive Officer
Star Fashion Culture Holdings Ltd
12F, No.611, Sishui Road
Huli District
Xiamen
People s Republic of China

 Re: Star Fashion Culture Holdings Ltd
 Draft Registration Statement on Form F-1
 Submitted March 31, 2025
 File No. 377-07839
Dear Liu Xiaohua:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Cara Wirth at 202-551-7127 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jeffrey Yeung
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

September 26, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Attn: Rebekah Reed / Dietrich King

    Re:
    Star Fashion Culture Holdings Limited

Registration Statement on Form F-1

Initially Filed on June 14, 2024, as amended

File No. 333-280198

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Star Fashion Culture
Holdings Limited that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:00 p.m. Washington D.C. time, on September 30, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advises that it intends to distribute approximately 350 copies of the Preliminary Prospectus, dated August
29, 2024, to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    CATHAY SECURITIES, INC.

    By:
    /s/ Xiaoyu (Shell) Li

    Name:
    Xiaoyu (Shell) Li

    Title:
    Chief Executive Officer

    WESTPARK CAPITAL, INC.

    By:
    /s/ Jason Stern

    Name:
    Jason Stern

    Title:
    Chief Operating Officer

CORRESP
1
filename1.htm

Star Fashion Culture
Holdings Limited

VIA EDGAR

September 26, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

Attn: Rebekah Reed / Dietrich King

    Re:
    Star Fashion Culture Holdings Limited

Registration Statement on Form F-1

Initially Filed on June 14, 2024, as amended

File No. 333-280198

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Star Fashion Culture Holdings Limited hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. ET on September 30, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Liu Xiaohua

    Liu Xiaohua

    Chief Executive Officer

    cc:
    Loeb & Loeb LLP

Haneberg Hurlbert PLC

CORRESP
1
filename1.htm

August 13, 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. 3 to Registration Statement on Form
    F-1

    Filed August 2, 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 August 8, 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. 3 to Registration Statement on Form F-1
filed August 2, 2024

Cover Page

 1. Revise to verify your disclosure
regarding estimated cash expenses for the offering, as the cover page currently states, “We expect our total cash expenses...to
be approximately $[4.50]...”

Response: In response to the Staff’s comments, we have revised our total cash expenses for this offering (including cash expenses payable
to our underwriters for their out-of-pocket expenses, exclusive of the above discounts and commissions) as approximately $1,706,056 on
the Cover Page.

Underwriting, page 121

 2. Please revise to remove the
reference to WestPark Capital, Inc. and to eliminate inconsistencies between the disclosure in this section and the updated form of underwriting
agreement on file as Exhibit 1.1 to the registration statement. For example, Section 1.1.1(i) of the form of underwriting agreement states
that the company will issue “an aggregate of 2,500,000” Class A ordinary shares, and Section 3.11 states that $50,000 of accountable
expenses has been paid, while page 121 of the prospectus states that $70,000 has been paid.

Response:
We respectfully advise the Staff that we have revised the disclosure on page 121 and exhibit 1.1 to
remove any inconsistencies.

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

* * *

August 8, 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. 3 to Registration Statement on Form F-1
Filed August 2, 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.
Amendment No. 3 to Registration Statement on Form F-1 filed August 2, 2024
Cover Page
1.Revise to verify your disclosure regarding estimated cash expenses for the offering, as the
cover page currently states, "We expect our total cash expenses...to be approximately
$[4.50]..."
Underwriting, page 121
Please revise to remove the reference to WestPark Capital, Inc. and to eliminate
inconsistencies between the disclosure in this section and the updated form of
underwriting agreement on file as Exhibit 1.1 to the registration statement. For example,
Section 1.1.1(i) of the form of underwriting agreement states that the company will issue

 2.

August 8, 2024
Page 2
"an aggregate of 2,500,000" Class A ordinary shares, and Section 3.11 states that $50,000
of accountable expenses has been paid, while page 121 of the prospectus states that
$70,000 has been paid.
            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

CORRESP
1
filename1.htm

August 2, 2024

Via Edgar Transmission

Ms. Rebekah Reed

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Re:
    Star Fashion Culture Holdings Limited

 Amendment No. 2 to Registration Statement on Form F-1

Filed July 22, 2024

File No. 333-280198

Dear Ms. Reed:

As counsel for the Company and on its behalf,
this letter is being submitted in response to the verbal comments dated July 26, 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.

    1.
    Update the compensation section on page 100 to cover up to June 30, 2024.

Response: We respectfully
advise the Staff that we have updated the disclosure on page 100 to disclose the above.

    2.
    Update the Proceeds table on the Cover Page to reflect the offering of 2,600,000 Class A Ordinary Shares

Response: We respectfully
advise the Staff that we have updated the Cover Page to reflect the above.

    3.
    Please include the director agreements for all directors as exhibits.

Response: We respectfully
advise the Staff that we have updated the exhibits to include director agreements between the Registrant and all directors.

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

* * *

CORRESP
1
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

* * *

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

CORRESP
1
filename1.htm

July 5, 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

    Registration Statement on Form F-1

    Filed June 14, 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 June 25, 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.

Registration Statement on Form F-1 filed June
14, 2024

The Offering, page 20

 1. To better contextualize your discussion of controlled company status
in this section, please revise the disclosure regarding your controlling shareholder’s ownership to also disclose the percentage of aggregate
voting power that he will own after the offering. Additionally, please explain how the statement that there will be 13,455,000 Class A
Ordinary Shares outstanding after the offering assuming full exercise of the underwriters’ over-allotment option is consistent with your
disclosure elsewhere that the over-allotment option is for up to 15% of the Class A Ordinary Shares offered in this offering. In
this regard, the 13,455,000 figure implies that 1,755,000 additional Class A Ordinary Shares may be purchased by the underwriters, which
is 15% of the 11,700,000 Class A Ordinary Shares outstanding after the offering, rather than 15% of the 3,000,000 Class A Ordinary Shares
offered in the offering.

Response: We respectfully advise
the Staff that we have updated the disclosure on page 20 to include the percentage of aggregate voting power. We have also revised the
disclosure to reflect that there will be 12,150,000 Class A Ordinary Shares outstanding after this Offering, assuming full exercise of
the over-allotment option.

Capitalization, page 52

 2. Please tell us your consideration of including short-term borrowings
as a component of your total capitalization as of December 31, 2023. Refer to Item 3.B of Form 20-F.

Response: We
respectfully advise the Staff that we have revised the disclosures on page 52 to include the short-term borrowings as a component of our
total capitalization as of December 31, 2023.

Dilution, page 53

 3. Please remove the column Full Exercise of Over-allotment Option.

Response: We
respectfully advise the Staff that we have revised the disclosures on page 53 to remove the column of Full Exercise of Over-allotment
Option.

Description of Share Capital
and Governing Documents, page 103

 4. Please revise your disclosure that, “Upon the closing of this offering,
our authorized share capital will consist of...4,980,000,000 Class A Ordinary Shares...and 1,300,000 Class B Ordinary Shares...”
for consistency with Article 8 of your Amended and Restated Memorandum of Association, which indicates that your share capital is divided
into 4,980,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares.

Response: We respectfully advise the Staff that we have revised the disclosure on page 103 to state that the Company's authorized share capital
is US$50,000 divided into 4,980,000,000 Class A Ordinary Shares of a par value of US$0.00001 per Share and 20,000,000 Class B Ordinary
Shares of a par value of US$0.00001 per Share.

Taxation, page 115

 5. Given the filing of a “short form” tax opinion of Cayman Islands
counsel as Exhibit 8.1 to the registration statement, please revise to state that the disclosure in the Cayman Islands tax consequences
section of the prospectus is the opinion of such named counsel. Refer to Section III.B.2 of Staff Legal Bulletin No. 19.

Response: We respectfully advise the Staff that we have updated the disclosure on page 115 to state that the disclosure in the Cayman Islands tax
consequence section of the prospectus is the opinion of Ogier.

Exhibits

Form of Director Agreement between
the Registrant and executive officers, page II-2

 6. Although the form of Director Agreement filed as Exhibit 10.25 indicates
that it relates to the appointment of your “chief executive officer / chief financial officer,” it does not appear consistent
with the description of your employment agreements with your executive officers at pages 94-95. For example, you disclose in the prospectus
that the agreements provide for a period of three years’ service and that you may terminate the employment “without cause at any
time upon 3 months’ advance written notice,” but Exhibit 10.25 does not include the three year provision and states that the company
“may terminate the employment of the Director without cause upon thirty (30) days’ advance notice in writing.” Please clarify
whether the form of agreement filed as Exhibit 10.25 is the employment agreement discussed in the prospectus and revise your disclosure
or file the correct agreements as exhibits accordingly.

Response: We respectfully
advise the Staff that we have amended the disclosure on page 94 to align with Exhibit 10.25.

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

* * *

United States securities and exchange commission logo
June 25, 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
Registration Statement on Form F-1
Filed June 14, 2024
File No. 333-280198
Dear Liu Xiaohua:
            We have reviewed your 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.
Registration Statement on Form F-1 filed June 14, 2024
The Offering, page 20
1.To better contextualize your discussion of controlled company status in this section,
please revise the disclosure regarding your controlling shareholder's ownership to also
disclose the percentage of aggregate voting power that he will own after the offering.
Additionally, please explain how the statement that there will be 13,455,000 Class A
Ordinary Shares outstanding after the offering assuming full exercise of the underwriters'
over-allotment option is consistent with your disclosure elsewhere that the over-allotment
option is for up to 15% of the Class A Ordinary Shares offered in this offering. In this
regard, the 13,455,000 figure implies that 1,755,000 additional Class A Ordinary Shares
may be purchased by the underwriters, which is 15% of the 11,700,000 Class A Ordinary
Shares outstanding after the offering, rather than 15% of the 3,000,000 Class A Ordinary
Shares offered in the offering.

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 June 25, 2024 Page 2
 FirstName LastName
Liu Xiaohua
Star Fashion Culture Holdings Limited
June 25, 2024
Page 2
Capitalization, page 52
2.Please tell us your consideration of including short-term borrowings as a component of
your total capitalization as of December 31, 2023. Refer to Item 3.B of Form 20-F.
Dilution, page 53
3.Please remove the column Full Exercise of Over-allotment Option.
Description of Share Capital and Governing Documents, page 103
4.Please revise your disclosure that, "Upon the closing of this offering, our authorized share
capital will consist of...4,980,000,000 Class A Ordinary Shares...and 1,300,000 Class B
Ordinary Shares..." for consistency with Article 8 of your Amended and Restated
Memorandum of Association, which indicates that your share capital is divided into
4,980,000,000 Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares.
Taxation, page 115
5.Given the filing of a "short form" tax opinion of Cayman Islands counsel as Exhibit 8.1 to
the registration statement, please revise to state that the disclosure in the Cayman Islands
tax consequences section of the prospectus is the opinion of such named counsel. Refer to
Section III.B.2 of Staff Legal Bulletin No. 19.
Exhibits
Form of Director Agreement between the Registrant and executive officers, page II-2
6.Although the form of Director Agreement filed as Exhibit 10.25 indicates that it relates to
the appointment of your "chief executive officer / chief financial officer," it does not
appear consistent with the description of your employment agreements with your
executive officers at pages 94-95. For example, you disclose in the prospectus that the
agreements provide for a period of three years' service and that you may terminate the
employment "without cause at any time upon 3 months' advance written notice," but
Exhibit 10.25 does not include the three year provision and states that the company "may
terminate the employment of the Director without cause upon thirty (30) days' advance
notice in writing." Please clarify whether the form of agreement filed as Exhibit 10.25 is
the employment agreement discussed in the prospectus and revise your disclosure or file
the correct agreements as exhibits accordingly.

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 June 25, 2024 Page 3
 FirstName LastName
Liu Xiaohua
Star Fashion Culture Holdings Limited
June 25, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

United States securities and exchange commission logo
May 2, 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. 4 to Draft Registration Statement on Form F-1
Submitted April 25, 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
March 28, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1 submitted April 25, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 55
1.Please revise the summary of your business verticals and services so that it aligns with
disclosure in the Business section beginning on page 74. In this regard, we note that you
have revised the names of your verticals only in this section, and the description of the
services you provide to clients no longer aligns with comparable descriptions elsewhere in
the registration statement. For example, for the “event planning and execution vertical,”
you state that you have “the capabilities of event planning, design, operation and
execution” and “carry out sports events…and other events…every year.” However, at

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 May 2, 2024 Page 2
 FirstName LastName
Liu Xiaohua
Star Fashion Culture Holdings Limited
May 2, 2024
Page 2
pages 74-76, these services are titled “marketing campaign planning and execution,” and
your disclosure implies a more limited role of designing and implementing marketing
strategies, with the assistance of third-party suppliers, at events primarily organized and
hosted by others. Make conforming revisions to the prospectus summary, to the extent
appropriate.
Results of Operations, page 56
2.Please provide your analysis of your results of operations for the year ended June 30, 2023
compared to 2022.  Refer to Item 5 of Form 20-F.
Liquidity and Capital Resources, page 62
3.You state that the cash inflow in operating activities of RMB 7.1 million for the six
months ended December 31, 2023 was mainly due to the account receivable for your
precision marketing service.  Yet your cashflow statement for the period shows a cash
outflow for accounts receivable of RMB 13.1 million.  Please explain this inconsistency.
Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Statements of Cash Flows, page F-29
4.Please tell us your consideration of the guidance in ASC 230-10-50-3 and 4 related to
your transactions with your related party shareholders.  If the related party loans were
canceled and no cash receipts were received or cash payments were made, please revise to
remove the amounts from the financing activities section of your statement of cash flows
for the period ended December 31, 2023 and revise your disclosure in Note 8 on page F-
41 to reflect what occurred.
10. Equity
Restricted net assets, page F-44
5.Please tell us how you determined that net assets restricted were nil as of December 31,
2023.
            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

United States securities and exchange commission logo
March 28, 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. 3 to Draft Registration Statement on Form F-1
Submitted March 21, 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
March 12, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted March 21, 2024
Cover Page
1.We note your response to prior comment 1, particularly your statement that "restriction
and limitations by the PRC government to transfer cash does not apply to Hong Kong
entities." Revise to provide this disclosure on the cover page, and further acknowledge
that such restrictions and limitations by the PRC government could become applicable to
Hong Kong and Hong Kong entities in the future, which may result in cash in the business
in Hong Kong or a Hong Kong entity being unavailable to fund operations or for other use
outside of Hong Kong. Make conforming revisions where this disclosure appears on pages
5 and 39.

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 March 28, 2024 Page 2
 FirstName LastName
Liu Xiaohua
Star Fashion Culture Holdings Limited
March 28, 2024
Page 2
            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

United States securities and exchange commission logo
March 12, 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. 2 to Draft Registration Statement on Form F-1
Submitted February 28, 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
February 6, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted February 28, 2024
Cover Page
1.We note your response to prior comment 1 but are unable to locate where you have
revised your disclosure accordingly and reissue. 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 disclosure in the sixteenth
paragraph on the cover page speaks only to cash "in the PRC" and references "PRC

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 March 12, 2024 Page 2
 FirstName LastName
Liu Xiaohua
Star Fashion Culture Holdings Limited
March 12, 2024
Page 2
regulations and policies" rather than the more detailed "...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.
Prospectus Summary
Transfers of Cash To and From Our Subsidiaries, page 5
2.We note your revised disclosure in response to prior comment 3. Please also address the
approval and registration requirements for funds transferred from the holding company
to PRC subsidiaries that you discuss in a risk factor on page 34 (i.e., "PRC regulation of
loans to and direct investment..."). Provide a cross-reference to this risk factor.
Summary Risk Factors
Risks Related to Doing Business in China, page 11
3.We note your response to prior comment 4 and reissue in part. Where you discuss risks
arising from the legal system in China, revise to acknowledge that rules and regulations in
China can change quickly with little advance notice. 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. Lastly, acknowledge 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.
Regulatory Approval of the PRC and Hong Kong
Permission Required from PRC Authorities, page 16
4.We note your response to prior comment 6. Please revise to clarify whether you are
relying on a formal opinion of counsel with respect to your conclusion that you are not
required to obtain any permission from PRC government authorities to offer securities to
foreign investors, aside from filing procedures with the China Securities Regulatory
Commission (CSRC). In this regard, we note your statement that you have been "advised
by" PRC counsel with respect to this conclusion, while you state elsewhere that you are
relying on "the opinion of" PRC counsel with respect to other conclusions regarding
permissions and approvals. Additionally, please disclose on the prospectus cover page, as
you do here, that this offering is contingent upon completion of the CSRC review process
pursuant to the Trial Measures.

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 March 12, 2024 Page 3
 FirstName LastName
Liu Xiaohua
Star Fashion Culture Holdings Limited
March 12, 2024
Page 3
Risk Factors
Risks Related to Doing Business in China, page 29
5.We note your response to prior comment 7 and reissue in part. Where you discuss the
Chinese government's oversight over your business, 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. Your
statement on page 30 that, "...PRC authorities may be authorized by the PRC laws and
regulations to supervise our operations," does not convey the same risk. In your added
disclosure on page 31 regarding recent statements made by the PRC government, further
revise to clarify that these statements indicate intent to exert more control, as well as
oversight, over offerings that are conducted overseas and/or foreign investment in China-
based issuers.
Our Corporate Structure and History, page 66
6.We note your response to prior comment 10 and reissue the request that you revise here
and in the prospectus summary and Business section to disclose when Star Fashion
(Xiamen) began operations. Additionally, please revise or clarify your statement that a
certain equity transfer occurred "September 8, 2024" in this section and on pages 4 and F-
7.
Management, page 86
7.We note your disclosure that Wei Meizhong, You Zhi, and Tian Tao "...will be [y]our
independent director[s] effective upon effectiveness of this registration statement," but the
signature page to the registration statement suggests that Meizhong, Zhi, and Tao each
will sign the registration statement in the capacity of independent director when it is filed.
Please revise your disclosure or advise. If these individuals will not sign the registration
statement and will become directors after it is filed, file as exhibits the consent of
each individual required by Rule 438 under the Securities Act of 1933.
            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

United States securities and exchange commission logo
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

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 February 6, 2024 Page 2
 FirstName LastNameLiu Xiaohua
Star Fashion Culture Holdings Limited
February 6, 2024
Page 2
"...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

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 February 6, 2024 Page 3
 FirstName LastNameLiu Xiaohua
Star Fashion Culture Holdings Limited
February 6, 2024
Page 3
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

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 February 6, 2024 Page 4
 FirstName LastName
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.

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 February 6, 2024 Page 5
 FirstName LastName
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

United States securities and exchange commission logo
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.

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 January 11, 2024 Page 2
 FirstName LastNameLiu Xiaohua
Star Fashion Culture Holdings Limited
January 11, 2024
Page 2
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

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 January 11, 2024 Page 4
 FirstName LastNameLiu Xiaohua
Star Fashion Culture Holdings Limited
January 11, 2024
Page 4
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,

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 January 11, 2024 Page 5
 FirstName LastNameLiu Xiaohua
Star Fashion Culture Holdings Limited
January 11, 2024
Page 5
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

 FirstName LastNameLiu Xiaohua
 Comapany NameStar Fashion Culture Holdings Limited
 January 11, 2024 Page 6
 FirstName LastNameLiu Xiaohua
Star Fashion Culture Holdings Limited
January 11, 2024
Page 6
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