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.
 Liu Xiaohua
FirstName  LastNameLiu  Xiaohua
Star Fashion Culture Holdings Limited
Comapany
January 11,NameStar
            2024     Fashion Culture Holdings Limited
January
Page  2 11, 2024 Page 2
FirstName LastName
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.
 Liu Xiaohua
FirstName  LastNameLiu  Xiaohua
Star Fashion Culture Holdings Limited
Comapany
January 11,NameStar
            2024     Fashion Culture Holdings Limited
January
Page  3 11, 2024 Page 3
FirstName LastName
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
 Liu Xiaohua
FirstName  LastNameLiu  Xiaohua
Star Fashion Culture Holdings Limited
Comapany
January 11,NameStar
            2024     Fashion Culture Holdings Limited
January
Page  4 11, 2024 Page 4
FirstName LastName
         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,
 Liu Xiaohua
FirstName  LastNameLiu  Xiaohua
Star Fashion Culture Holdings Limited
Comapany
January 11,NameStar
            2024     Fashion Culture Holdings Limited
January
Page  5 11, 2024 Page 5
FirstName LastName
         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
 Liu Xiaohua
FirstName  LastNameLiu  Xiaohua
Star Fashion Culture Holdings Limited
Comapany
January 11,NameStar
            2024     Fashion Culture Holdings Limited
January
Page  6 11, 2024 Page 6
FirstName LastName
         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 by Item 7.B of Form
20-F regarding the
         "capital injection from Mr. Zhan Jie and Mrs. Zhang Pingting"
referenced in this section.
         In this regard, we note your disclosure on page F-24 that you
"received the registered
         capital of Star Fashion (Xiamen) before the Reorganization in the
amount of
         RMB30,000,000 from Mr. Zhan Jie and Mrs. Zhang Pingting" in July 2023.
Please clarify
         whether these are describing the same transaction and provide
consistent disclosure
         regarding the nature of the transaction throughout. Additionally,
confirm whether any of
         the reorganization transactions described on page F-7 should be
disclosed in this section.
Consolidated Financial Statements
3. Summary of significant accounting policies
(s) Recent accounting pronouncements, page F-15

20.      You state that an EGC can delay adopting new or revised accounting
standards issued
         subsequent to the enactment of the JOBS Act until such time as those
standards apply to
         private companies. On page 10, you state that you have irrevocably
elected not to avail
         yourselves of the extended transition period. Please revise your
disclosure herein, or
         explain the inconsistency.
General

21.      We note your disclosure on page 27 that "[y]our current officers
reside within China and
         are PRC nationals." Please revise to identify these individuals and
indicate whether any of
         your prospective directors named on page 79 are located in China or
Hong Kong. If so,
         identify such individuals as well. Please also expand your risk factor
disclosure to address
         the challenges of enforcing judgments or liabilities against these
individuals. Lastly, we
         note that you appear to have relied upon opinions of Cayman and PRC
counsel with
         respect to the conclusions discussed in the Enforcement of Civil
Liabilities section
         beginning on page 112. Please file the consents of such counsel as
exhibits to the
         registration statement.
 Liu Xiaohua
Star Fashion Culture Holdings Limited
January 11, 2024
Page 7
22.   Please provide us with supplemental copies of all written communications,
as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      have presented or expect to present to potential investors in reliance on
Section 5(d) of the
      Securities Act.
       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,
FirstName LastNameLiu Xiaohua
                                                            Division of
Corporation Finance
Comapany NameStar Fashion Culture Holdings Limited
                                                            Office of Trade &
Services
January 11, 2024 Page 7
cc:       Jeffrey Yeung
FirstName LastName