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                             February 6, 2024

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

                                                        Re: Star Fashion
Culture Holdings Limited
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted January
23, 2024
                                                            CIK No. 0002003061

       Dear Liu Xiaohua:

            We have reviewed your amended draft registration statement and have
the following
       comment(s).

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       January 11, 2024 letter.

       Amendment No. 1 to Draft Registration Statement on Form F-1 submitted
January 23, 2024

       Cover Page

   1.                                                   We note your response
to prior comment 3 and reissue in part. Please amend your
                                                        disclosure here and in
the summary risk factors and risk factors sections to state that, to
                                                        the extent cash in the
business is in the PRC or Hong Kong or in a PRC or Hong Kong
                                                        entity, the funds may
not be available to fund operations or for other use outside of the
                                                        PRC or Hong Kong due to
interventions in or the imposition of restrictions and limitations
                                                        on the ability of you
or your subsidiaries by the PRC government to transfer cash. Your
                                                        revised disclosure in
the sixteenth paragraph on the cover page speaks only to cash "in the
                                                        PRC" and references
"PRC regulations and policies" rather than the more detailed
 Liu Xiaohua
FirstName  LastNameLiu  Xiaohua
Star Fashion Culture Holdings Limited
Comapany6,NameStar
February    2024     Fashion Culture Holdings Limited
February
Page  2 6, 2024 Page 2
FirstName LastName
         "...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
 Liu Xiaohua
FirstName  LastNameLiu  Xiaohua
Star Fashion Culture Holdings Limited
Comapany6,NameStar
February    2024     Fashion Culture Holdings Limited
February
Page  3 6, 2024 Page 3
FirstName LastName
         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
 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
FirstName LastNameLiu Xiaohua
       how your business activities implicate these laws, particularly given
your indication
Comapany    NameStar
       elsewhere        Fashion
                   that you     Culture
                            do not       Holdings
                                   operate        Limited or collect personal
information through
                                           online platforms
       any6,online
February            platforms.
             2024 Page   4
FirstName LastName
 Liu Xiaohua
FirstName  LastNameLiu  Xiaohua
Star Fashion Culture Holdings Limited
Comapany6,NameStar
February    2024     Fashion Culture Holdings Limited
February
Page  5 6, 2024 Page 5
FirstName LastName
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