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1、2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm1/267As filed with the Securities and Exchange Commission on May 16,2025Registration No.333-*UNITED STATESSE

2、CURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 STAR FASHION CULTURE HOLDINGS LIMITED(Exact Name of Registrant as Specified in its Charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 7310 Not Applicable

3、(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)12F,No.611,Sishui RoadHuli District,XiamenPeoples Republic of ChinaTel:+86 13063138565(Address,including zip code,and telephone number,including area

4、code,of registrants principal executive offices)COGENCY GLOBAL INC.122 East 42nd Street,18th FloorNew York,NY 10168+1-800-221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies of all communications,including communications sent to agent for ser

5、vice,should be sent to:Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Road CentralHong Kong SARTelephone:+852-3923-1111 Bradley A.Haneberg,Esq.Haneberg Hurlbert PLC1111 East Main St.,Suite 2010Richmond,VA 23219Telephone:(804)814-2209 Approximate date of commencement of proposed

6、sale to the public:As soon as practicable after this RegistrationStatement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415under the Securities Act of 1933,check the following box:If this Form is filed to

7、 register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursu

8、ant to Rule 462(c)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/w

9、ww.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm2/267 If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box andlist the Securities Act registration number of the earlier effective registration st

10、atement for the same offering.Emerging growth company.If an emerging growth company that prepares its consolidated financial statements in accordance with U.S.GAAP,indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new or revised fina

11、ncialaccounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay itseffective date until the registrant shall file a further amendment which specifically states that this

12、 registration statementshall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuantto said Section 8(a),may determine.2025

13、/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm3/267 EXPLANATORY NOTE This registration statement on Form F-1(File No.333-*)(the“Registration Statement”)contai

14、ns disclosure that will be circulatedas two separate final prospectuses,as set forth below.Public offering prospectus.A prospectus(the“Public Offering Prospectus”)to be used for the public offering of20,000,000 Class A ordinary shares of the Registrant(the“Class A Ordinary Shares”)through the underw

15、riters named onthe cover page of the Public Offering Prospectus.Resale prospectus.A prospectus(the“Resale Prospectus”)to be used for the offer and potential resale by the sellingshareholders identified in this registration statement(the“Selling Shareholders”)of Class A Ordinary Shares.The Resale Pro

16、spectus is substantively identical to the Public Offering Prospectus,except for the following principal points:it contains different outside and inside front covers and back cover pages;it contains different“Offering”sections in the Prospectus Summary section;it contains different“Use of Proceeds”se

17、ctions;it does not contain the Capitalization and Dilution sections included in the Public Offering Prospectus;a“Selling Shareholders”section is only included in the Resale Prospectus;the“Underwriting”section from the Public Offering Prospectus is not included in the Resale Prospectus and the“Plan o

18、fDistribution”section is included only in the Resale Prospectus;and it does not contain the Legal Matters section and does not include a reference to counsel for the underwriters.The Registrant has included in this registration statement a set of alternate pages after the back-cover page of the Publ

19、ic OfferingProspectus(the“Alternate Pages”)to reflect the foregoing differences in the Resale Prospectus as compared to the Public OfferingProspectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by theRegistrant.The Resale Prospectus will b

20、e substantively identical to the Public Offering Prospectus except for the addition orsubstitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders.2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.

21、sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm4/267 The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until theregistration statement filed with the Securities and Exchange Commission is effective.T

22、his preliminary prospectus is not an offerto sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUS(Subject to Completion)Dated May 16,2025 20,000,000 Class A Ordinary Shares STAR FASHION CULTURE HOL

23、DINGS LIMITED We are offering 20,000,000 Class A ordinary shares,US$0.40 par value per share(“Class A Ordinary Shares”).Our Class AOrdinary Shares are listed on the Nasdaq Capital Market,or the Nasdaq,under the symbol“STFS”.On May 13,2025,the latestreported sale price of our Class A Ordinary Shares

24、on the Nasdaq Capital Market was US$1.23 per Class A Ordinary Share.We have retained WestPark Capital,Inc.to act as the representative of the underwriters in connection with this offering(the“Representative”).The Class A Ordinary Shares are offered on a firm commitment by the Representative.The unde

25、rwriters areobligated to take and pay for all of the Class A Ordinary Shares,if any such securities are taken.We are an“emerging growth company”as defined under the federal securities laws and will be subject to reduced publiccompany reporting requirements.See“Prospectus Summary Implications of Our

26、Being an“Emerging Growth Company”and“Risk Factors”on pages 7 and 21,respectively.We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares.Based on our dual-class voting structure,holders of Class A Ordinary Shares will be entitled to one(1)vote per shar

27、e in respect of matters requiringthe votes of shareholders including the election of directors,amendment of memorandum and articles of association,and approvalof major corporate transactions,while holders of Class B Ordinary Shares will be entitled to ten(10)votes per share.Due to thedisparate votin

28、g powers associated with our two classes of ordinary shares,Zhang Pingting,our Chief Financial Officer andcontrolling shareholder,will own 3,700,000 Class A Ordinary Shares and 1,300,000 Class B Ordinary Shares,representingapproximately 8.84%of our total issued and outstanding ordinary shares,and ap

29、proximately 32.20%of the total voting power,assuming the sales of Class A Ordinary Shares by the Resale Shareholders pursuant to the Resale Prospectus filedcontemporaneously herewith.The interests of our Controlling Shareholder may not coincide with your interests,and it may makedecisions with which

30、 you disagree,including decisions on important topics such as the composition of the board of directors,compensation,management succession,and our business and financial strategy.To the extent that the interests of our ControllingShareholder differ from your interests,you may be disadvantaged by any

31、 action that they may seek to pursue.See“Risk Factor Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing anychange of control transactions that holders of our Class A Ordinary Shares may view as beneficial.”We are not a Chi

32、nese operating company,but an offshore holding company incorporated in the Cayman Islands.As aholding company with no material operations of our own,we conduct our operations through our operating company inChina,Xiamen Star Fashion Culture Media Co.,Ltd.(“Star Fashion(Xiamen)”).This is an offering

33、of the Class AOrdinary Shares of Star Fashion Culture Holdings Limited,the holding company in the Cayman Islands,instead of theClass A Ordinary Shares of Star Fashion(Xiamen).References to the“Company”,“we”,“us”,and“our”in the prospectusare to Star Fashion Culture Holdings Limited,the Cayman Island

34、entity that will issue the Class A Ordinary Shares beingoffered.References to“Star Fashion(Xiamen)”are to the PRC entity operating the business and generating all the revenueand profit stated in the consolidated financial statements of the Company.The Companys ownership interest in StarFashion(Xiame

35、n)is held through intermediate companies in the BVI and Hong Kong.Investors in our Class A OrdinaryShares should be aware that they may never hold equity interests in the Chinese operating company directly.Investors arepurchasing equity solely in Star Fashion Culture Holdings Limited,our Cayman Isla

36、nds holding company,which indirectlyowns equity interests in the Chinese operating company.Because of our corporate structure,we,as well as our investors,are subject to risks due to the interpretation and the application of PRC laws and regulations.We are also subject to therisks of uncertainty abou

37、t any future legal and regulatory development of the PRC government in this regard.We may alsobe subject to sanctions imposed by PRC regulatory agencies including the China Securities Regulatory Commission(“CSRC”),if we fail to comply with their rules and regulations.PRC regulatory authorities could

38、 disallow our operatingstructure in the future,and this would likely result in a material change in our operations in China and/or the value of ourClass A Ordinary Shares,which could cause the value of such securities to significantly decline or become worthless.See“Risk Factors”beginning on page 21

39、 of this prospectus for a discussion of risks facing the Company and the offering as aresult of this structure.2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.

40、htm5/267 There are legal and operational risks associated with being based in and having the majority of our operations inChina.The conduct of our business in the PRC shall comply with the laws and regulations of the PRC(“PRC Laws”)andshall be governed by the relevant PRC authorities which were auth

41、orized by the PRC Laws to supervise our dailyoperations.The PRC governments exercise of oversight over the conduct of our business may influence our operations atany time.If we are deemed not to comply with the PRC Laws,we may be subject to fines and other administrative penaltiesfrom the relevant P

42、RC authorities.The application of and our violation of such laws and regulations(if any)and thepunishment imposed by the relevant PRC authorities for such violation could result in a material change in our operationsand/or the value of the securities we are registering for sale;could cause significa

43、nt negative effect on our ability to continueour operations;could significantly limit or completely hinder our ability to offer or continue to offer our securities toinvestors;and may cause the value of our securities to significantly decline or be worthless.Recently,the PRC government initiated a s

44、eries of regulatory actions and made a number of public statements on theregulation of business operations in certain areas in China,including cracking down on illegal activities in the securitiesmarket,enhancing supervision over China-based companies listed overseas using a variable interest entity

45、(“VIE”)structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.We do not believe that we are directly subject to these regulatory actions or statements,as we do not have a VIEstructure,and our business does not involve the co

46、llection of user data,implicate cybersecurity,or involve any other type ofrestricted industry.Since these statements and regulatory actions are new,it is uncertain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailed

47、implementations and interpretations will be modified or promulgated,if any,or the potential impact such modified or newlaws and regulations will have on our daily business operations or our ability to accept foreign investments and list on aU.S.exchange.Any change in foreign investment regulations,a

48、nd other policies in China or any punishment imposed by thePRC government for our violation of such regulations or policies could result in a material change in our operations and/orthe value of the securities we are registering for sale and could significantly limit or completely hinder our ability

49、 to offer orcontinue to offer our securities to investors or cause the value of our Class A Ordinary Shares to significantly decline or beworthless.The Anti-Monopoly Law of the PRC(the“Anti-Monopoly Law”),which was promulgated by the Standing Committeeof the National Peoples Congress on August 30,20

50、07 and became effective on August 1,2008 and whose amendments madeon June 24,2022 and became effective on August 1,2022,provides additional procedures and requirements that could makemerger and acquisition activities by foreign investors more time-consuming and complex.Companies undertakingacquisiti

51、ons relating to businesses in China must declare to the State Councils anti-monopoly law enforcement authority,inadvance of any transaction reaching the threshold of declaration prescribed in the Anti-Monopoly Law.We do not believethat we or the PRC subsidiaries are directly subject to these regulat

52、ory actions or statements,as neither we nor the PRCsubsidiaries have implemented any monopolistic behaviour.2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm

53、6/267 On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of theState Council jointly issued an announcement to crack down on illegal activities in the securities market and promote thedevelopment of the capital market,which,among other things,r

54、equires the relevant governmental authorities to strengthencross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over China-based companieslisted overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.OnNovember

55、 14,2021,Cyberspace Administration of China(“CAC”)published the Administration Measures for Cyber DataSecurity(Draft for Public Comments),or the“Cyber Data Security Measure(Draft)”,and on December 28,2021,Cybersecurity Review Measures published by CAC,National Development and Reform Commission,Minis

56、try of Industryand Information Technology,Ministry of Public Security,Ministry of State Security,Ministry of Finance,Ministry ofCommerce,Peoples Bank of China,State Administration for Market Regulation,State Administration of Radio andTelevision,China Securities Regulatory Commission,State Secrecy A

57、dministration and State CryptographyAdministration,effective on February 15,2022,which provides that,Critical Information Infrastructure Operators(“CIIOs”)that purchase internet products and services and Data Processing Operators(“DPOs”)engaging in dataprocessing activities that affect or may affect

58、 national security shall be subject to the cybersecurity review by theCybersecurity Review Office.Cybersecurity Review Measures also requires cyberspace operators with personalinformation of more than 1 million users who want to list abroad to file a cybersecurity review with the Office ofCybersecur

59、ity Review.As of the date of this prospectus,these new laws and guidelines have not impacted the Companysability to conduct its business,accept foreign investments,or list and trade on a U.S.or other foreign exchange;however,there are uncertainties in the interpretation and enforcement of these new

60、laws and guidelines,which could materially andadversely impact our business and financial outlook and may impact our ability to accept foreign investments or continueto list on a U.S.or other foreign exchange.Also as of the date of this prospectus,we do not believe we are in a monopolisticposition i

61、n the content marketing industry.However,any change in foreign investment regulations,and other policies inChina or related enforcement actions by the PRC government or any punishment imposed by the PRC government for ourviolation of such regulations or policies could result in a material change in

62、our operations and the value of our securitiesand could significantly limit or completely hinder our ability to offer our securities to investors or cause the value of oursecurities to significantly decline or be worthless.See“Risk Factors Risks Related to Doing Business in China “Changes,applicatio

63、n and interpretation with respect to the PRC legal system could result in a material change in our operations and/or thevalue of the securities we are registering for sale.PRC laws and regulations may be subject to future changes,which could resultin a material change in our operations and/or the va

64、lue of our Shares.”and“Risk Factors Risks Related to Doing Business inChina Our corporate structure and being based in or having the majority of our operations in China,as well as changes inChinas economic,political or social conditions or government policies could have a material adverse effect on

65、our business andoperations.”On February 17,2023,CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering andListing by Domestic Enterprises(the“Trial Measures”),which became effective on March 31,2023.On the same date,theCSRC circulated Supporting Guidance Rules No.1 throug

66、h No.5,Notes on the Trial Measures,Notice on AdministrationArrangements for the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to ReporterQuestions(collectively,the“Guidance Rules and Notice”)on the CSRCs official website.Under the Trial Measures,eitherdirect or indire

67、ct overseas offering and listing by domestic companies shall fulfill the filing procedure with the CSRC withsubmitting relevant materials.Any overseas offering and listing made by an issuer that meets both the following conditionswill be determined as indirect:(1)50%or more of the issuers operating

68、revenue,total profit,total assets or net assets asdocumented in its audited consolidated financial statements for the most recent accounting year is accounted for bydomestic companies;and(2)the main parts of the issuers business activities are conducted in the Chinese Mainland,or itsmain places of b

69、usiness are located in the Chinese Mainland,or the senior managers in charge of its business operation andmanagement are mostly Chinese citizens or domiciled in the Chinese Mainland.The determination as to whether or not anoverseas offering and listing by domestic companies is indirect,shall be made

70、 on a substance over form basis.When certaincircumstances happen,overseas offering and listing shall not be made.And If the intended overseas offering and listingnecessitates a national security review,relevant security review procedures shall be completed according to law before theapplication for

71、such offering and listing is submitted to any overseas parties such as securities regulatory agencies andtrading venues.Pursuant to the Trial Measures and the Guidance Rules and Notice,initial public offerings or listings inoverseas markets shall be filed with the CSRC within 3 working days after th

72、e relevant application is submitted overseas,and PRC domestic enterprises shall complete filings with the CSRC prior to their overseas offerings and listings.ThisOffering and Listing is subject to approval by the CSRC pursuant to the Trial Measures.As of the date of this prospectus,we have submitted

73、 our filing materials with the CSRC to fulfill the filing procedure with the CSRC as per requirement ofthe Trial Measures,and approval from CSRC was obtained by the Company on March 7,2024.If we fail to comply withthe Trial Measures,we will be required to correct our behaviors,face warnings and fine

74、s which amount will range fromRMB1,000,000 to RMB10,000,000,and directly responsible personnel will also be warned and fined an amount rangingfrom RMB500,000 to RMB5,000,000.Any failure by us to obtain the relevant approval or complete the filings and otherrelevant regulatory procedures in a timely

75、manner will completely hinder our ability to offer or continue to offer ourClass A Ordinary Shares,cause significant disruption to our business operations,and severely damage our reputation,which would materially and adversely affect our financial condition and results of operations and cause our Cl

76、ass AOrdinary Shares to significantly decline in value or become worthless.2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm7/267 2025/5/20 10:46sec.gov/Arch

77、ives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm8/267 Pursuant to the Holding Foreign Companies Accountable Act(the“HFCA Act”),the Public Company AccountingOversight Board(the“PCAOB”)

78、issued a Determination Report on December 16,2021 which found that the PCAOB isunable to inspect or investigate completely registered public accounting firms headquartered in mainland China and inHong Kong,a Special Administrative Region of the PRC,because of positions taken by the PRC authorities i

79、n thosejurisdictions.In addition,the PCAOBs report identified the specific registered public accounting firms which are subjectto these determinations.Our auditor,Enrome LLP,the independent registered public accounting firm that issued the auditreport included in this prospectus,is a PCAOB-registere

80、d public accounting firm headquartered in Singapore.Our auditoris subject to laws in the U.S.pursuant to which the PCAOB conducts regular inspections to assess an auditors compliancewith the applicable professional standards,and subject to inspection by the PCAOB on a regular basis.As of the date of

81、 thisprospectus,our auditor has not been subject to PCAOBs determinations and our offering has not been affected by theHFCA Act and related regulations.Notwithstanding the foregoing,if the PCAOB is not able to fully conduct inspections ofour audit works in China,you may be deprived of the benefits o

82、f such inspection which could result in limitation orrestriction to our access to the U.S.capital markets and trading of our Shares may be prohibited under the HFCA Act.OnAugust 26,2022,the PCAOB signed the Statement of Protocol(the“SOP”)Agreements with the CSRC and ChinasMinistry of Finance.The SOP

83、,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreements”),establish a specific,accountable framework.On December 15,2022,the PCAOB Boarddetermined that the PCAOB was able to secure complete access to inspect and investigate registered public accoun

84、tingfirms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRC authorities fail to agree to the PCAOBs access in the future,the PCAOB Board will consider theneed to issue a new determination.Notwithstanding the foregoing,in

85、the event it is later determined that the PCAOB isunable to inspect or investigate completely our auditor,then such lack of inspection could cause our securities to be delistedfrom a stock exchange.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies AccountableAct,and,on

86、 December 29,2022,the Consolidated Appropriations Act was signed into law by President Biden,whichcontained,among other things,an identical provision to Accelerating Holding Foreign Companies Accountable Act andamended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an

87、 issuers securities fromtrading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead ofthree,thus reducing the time before our Class A Ordinary Shares may be prohibited from trading or delisted.The delistingof our Class A Ordinary Shares,or

88、the threat of their being delisted,may materially and adversely affect the value of yourinvestment.See“Risk Factors Risks Related to Doing Business in China “Recent joint statement by the SEC and PCAOB,Nasdaqs proposed rule changes and the HFCA Act all call for additional and more stringent criteria

89、 to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.”Star Fashion Culture Holdings Limited is incorporated in Cayman Islands.As a holding company with no materialoperations of our own,we condu

90、ct our substantial operations in China through our PRC subsidiary,Star Fashion(Xiamen).Although other means are available for us to obtain financing at the holding company level,Star Fashion CultureHoldings Limiteds ability to pay dividends to its shareholders and to service any debt it may incur ma

91、y depend upondividends paid by Star Fashion(Xiamen).As of the date of this prospectus,we have not made any transfers between the holding company and our subsidiaries,and none of our subsidiaries have ever issued any dividends or distribution to the holding company or their respectiveshareholders out

92、side of Hong Kong or China.There can be no assurance that the cash maintained in the PRC could betransferred out for the payment of dividends or the cash could be deployed into our business which shall be subject to thePRC regulations and policies.To address persistent capital outflows and the RMBs

93、depreciation against the U.S.dollar in the fourth quarter of 2016,the Peoples Bank of China and the State Administration of Foreign Exchange,or SAFE,have implemented a series ofcapital control measures in the subsequent months,including stricter vetting procedures for China-based companies toremit f

94、oreign currency for overseas acquisitions,dividend payments and shareholder loan repayments.The PRCgovernment may continue to strengthen its capital controls and our PRC subsidiaries dividends and other distributionsmay be subject to tightened scrutiny in the future.The PRC government also imposes c

95、ontrols on the conversion of RMBinto foreign currencies and the remittance of currencies out of the PRC.Therefore,we may experience difficulties incompleting the administrative procedures necessary to obtain and remit foreign currency for the payment of dividendsfrom our profits,if any.Furthermore,i

96、f our subsidiaries in the PRC incur debt on their own in the future,the instrumentsgoverning the debt may restrict their ability to pay dividends or make other payments.2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar

97、/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm9/267 Cash is expected to be transferred through our organization in the following manner:(i)funds are transferred to StarFashion(Xiamen),our PRC operating entity,from Star Fashion Culture Holdings Limited through our BVI and HongKong subs

98、idiaries in the form of capital contributions or shareholder loans,as the case may be;and(ii)dividends or otherdistributions may be paid by Star Fashion(Xiamen)to Star Fashion Culture Holdings Limited through our Hong Kong andBVI subsidiaries.As of the date of this prospectus,we do not maintain cash

99、 management policies or procedures dictatingthe amount of such funding or how funds are transferred and have not made any transfers for both directions.To the extentcash in the business is in the PRC or in a PRC entity,the funds may not be available to fund operations or for other useoutside of the

100、PRC due to interventions in or the imposition of restrictions and limitations on the ability of Star FashionCulture Holdings Limited and its subsidiaries by the PRC government to transfer cash,and we cannot assure you that thePRC government will not intervene in or impose restrictions on the ability

101、 of Star Fashion and its subsidiaries to transfercash.In the future,cash proceeds raised from overseas financing activities,including this offering,may be transferred by usto our Hong Kong subsidiary and Star Fashion(Xiamen),as the case may be.In order for us to pay dividends to ourshareholders,we m

102、ay rely on payments made by Star Fashion(Xiamen),and the distribution of such payments to ouroverseas subsidiary as dividends from Star Fashion(Xiamen).If any of our subsidiaries or Star Fashion(Xiamen)incurdebt on its own behalf in the future,the instruments governing such debt may restrict their a

103、bility to pay dividends to us.While current restrictions and limitations by the PRC government to transfer cash do not apply to Hong Kong entities,such restrictions and limitations by the PRC government could become applicable to Hong Kong and Hong Kong entities inthe future,which may result in cash

104、 in the business in Hong Kong or a Hong Kong entity being unavailable to fundoperations or for other use outside of Hong Kong.For more detailed information,see“Risks Related to Doing Business inJurisdictions We Operate Regulations of currency conversion may limit our ability to transfer cash between

105、 us,oursubsidiaries or investors including to utilize our net revenues effectively and affect the value of your investment.”Current PRC regulations permit Star Fashion(Xiamen)to pay dividends to an overseas subsidiary only out of theiraccumulated profits,if any,determined in accordance with Chinese

106、accounting standards and regulations.In addition,StarFashion(Xiamen)is required to set aside at least 10%of its after-tax profits each year,if any,to fund a statutory reserveuntil such reserve reaches 50%of its registered capital.These reserves are not distributable as cash dividends.If our PRCsubsi

107、diaries incur debt on their own behalf in the future,the instruments governing the debt may restrict their ability topay dividends or make other payments to us.Any limitation on the ability of our PRC subsidiaries to distribute dividendsor other payments to their respective shareholders could materi

108、ally and adversely limit our ability to grow,makeinvestments or acquisitions that could be beneficial to our business,pay dividends or otherwise fund and conduct ourbusiness.Recent statements by the Chinese government have indicated an intent to exert more oversight and control overofferings that ar

109、e conducted overseas and/or foreign investments in China based issuers.Any future action by the Chinesegovernment expanding the categories of industries and companies whose foreign securities offerings are subject togovernment review could significantly limit or completely hinder our ability to offe

110、r or continue to offer securities toinvestors and could cause the value of such securities to significantly decline or be worthless.In addition,the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to10%will be applicable to dividends payable by Chinese

111、 companies to non-PRC-resident enterprises unless otherwiseexempted or reduced according to treaties or arrangements between the PRC central government and governments ofother countries or regions where the non-PRC resident enterprises are incorporated.See section titled Risk Factor Wemay rely on di

112、vidends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financingrequirements we may have,and any limitation on the ability of our PRC subsidiaries to make payments to us could have amaterial and adverse effect on our ability to conduct our business for more infor

113、mation.2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm10/267 We receive principally most of our revenues in RMB.Under our current corporate structure,our C

114、ompany in theCayman Islands will rely on dividend payments from our WFOE to fund any cash and financing requirements we mayhave.Under existing PRC foreign exchange regulations,payments of current account items,such as profit distributions andtrade and service-related foreign exchange transactions,ca

115、n be made in foreign currencies without prior approval fromSAFE by complying with certain procedural requirements.Therefore,our WFOE is able to pay dividends in foreigncurrencies to us without prior approval from SAFE,subject to the condition that the remittance of such dividends outsideof the PRC c

116、omplies with certain procedures under PRC foreign exchange regulation.But approval from or registrationwith appropriate government authorities is required where RMB is to be converted into foreign currency and remitted outof China to pay capital expenses such as the repayment of loans denominated in

117、 foreign currencies.The future currencyconversion system may prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands,See section titled Risk Factor Regulations of currency conversion may limit our ability to transfer cash between us,oursubsidiaries or investo

118、rs including to utilize our net revenues effectively and affect the value of your investment for moreinformation.Star Fashion(Xiamen)is also required to further set aside a portion of its after-tax profits to fund the employee welfarefund,although the amount to be set aside,if any,is determined at t

119、he discretion of its board of directors.Although thestatutory reserves can be used,among other ways,to increase the registered capital and eliminate future losses in excess ofretained earnings of the respective companies,the reserve funds are not distributable as cash dividends except in the eventof

120、 liquidation.If the categories of industries and companies whose foreign securities offerings are subject to government review wereexpanded in the future,could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors could be significantly limited or

121、completely hindered and could cause the value of such securities to significantlydecline or be worthless.If the capital control was strengthened in the future,our PRC subsidiaries dividends and other distributions could besignificantly limited or completely hindered.Existing capital control include

122、requiring approval from or registration withappropriate government authorities where RMB is to be converted into foreign currency and remitted out of China to paycapital expenses such as the repayment of loans denominated in foreign currencies.See section titled Risk Factor Regulations of currency c

123、onversion may limit our ability to transfer cash between us,our subsidiaries or investors including toutilize our net revenues effectively and affect the value of your investment for more information.We must comply with PRC foreign exchange regulations to convert RMB into foreign currencies for the

124、remittance outof the PRC.Therefore,we may experience difficulties in completing the administrative procedures necessary to obtain andremit foreign currency for the payment of dividends from our profits,if any.Furthermore,if our subsidiaries in the PRCincur debt on their own in the future,the instrum

125、ents governing the debt may restrict their ability to pay dividends or makeother payments.In addition,the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of10%will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises

126、unless reduced undertreaties or arrangements between the PRC central government and the governments of other countries or regions where thenon-PRC resident enterprises are tax resident.Pursuant to the tax agreement between mainland China and the Hong KongSpecial Administrative Region,the withholding

127、 tax rate in respect to the payment of dividends by a PRC enterprise to aHong Kong enterprise may be reduced to 5%from a standard rate of 10%.However,if the relevant tax authoritiesdetermine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment,there

128、levant tax authorities may adjust the favorable withholding tax in the future.Accordingly,there is no assurance that thereduced 5%withholding rate will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries.This withholding tax will reduce the amount of dividends we may re

129、ceive from our PRC subsidiaries.Please see“Risk Factors”beginning on page 21 of this prospectus for additional information.We are an“emerging growth company”as defined under the federal securities laws and will be subject to reducedpublic company reporting requirements.Please read the disclosures be

130、ginning on page 7 of this prospectus for moreinformation.2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm11/267 Neither the U.S.Securities and Exchange Comm

131、ission nor any state securities commission nor any other regulatorybody has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense.Investing in our Class A Ordinary Shares involves a high degree of

132、risk,including the risk of losing your entireinvestment.See“Risk Factors”beginning on page 21 of this prospectus to read about factors you should consider beforebuying our Class A Ordinary Shares.PERSHARE TOTAL(4)Initial public offering price$0.40(3)$8,000,000 Underwriting discounts and commissions(

133、1)(2)$0.028$560,000 Proceeds,before expenses,to us$0.372$7,440,000 (1)The underwriters will receive compensation in addition to the discounts and commissions.For a description of compensationpayable to the underwriters,see“Underwriting”beginning on page 116.(2)Does not include a non-accountable expe

134、nse allowance equal to$80,000 payable to the underwriters,or the reimbursementof certain expenses of the underwriters.For a description of other terms of compensation to be received by the underwriters,see“Underwriting”beginning on page 116.(3)Based on an assumed initial public offering price of$0.4

135、0 per Share We expect our total cash expenses for this offering(including cash expenses payable to our underwriters for their out-of-pocket expenses)to be approximately$1,536,594,exclusive of the above discounts and commissions.These payments will furtherreduce proceeds available to us before expens

136、es.See“Underwriting.”This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of theshares if any such shares are taken.If we complete this offering,net proceeds will be delivered to us on the closing date.The underwriters expect to deliver t

137、he Class A Ordinary Shares to purchasers against payment on*,2025.Prospectus dated*,2025 2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm12/267 TABLE OF CON

138、TENTS PagePROSPECTUS SUMMARY1THE OFFERING19SUMMARY FINANCIAL INFORMATION20RISK FACTORS21SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS48USE OF PROCEEDS49DIVIDEND POLICY50CAPITALIZATION51DILUTION52SELECTED COMBINED FINANCIAL AND OPERATING DATA53MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL COND

139、ITION AND RESULTS OFOPERATIONS54INDUSTRY OVERVIEW70OUR CORPORATE STRUCTURE AND HISTORY73BUSINESS75MANAGEMENT92PRINCIPAL SHAREHOLDERS98RELATED PARTY TRANSACTIONS99DESCRIPTION OF SHARE CAPITAL AND GOVERNING DOCUMENTS100SHARES ELIGIBLE FOR FUTURE SALE110TAXATION111UNDERWRITING116EXPENSES OF THE OFFERIN

140、G120LEGAL MATTERS120EXPERTS120ENFORCEMENT OF CIVIL LIABILITIES121WHERE YOU CAN FIND MORE INFORMATION122INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 For investors outside the United States:neither we nor the underwriters have done anything that would permit this Offering orpossession or distribution

141、 of this prospectus in any jurisdiction,other than the United States,where action for that purpose isrequired.Persons outside the United States who come into possession of this prospectus must inform themselves about,andobserve any restrictions relating to,the offering of the shares and the distribu

142、tion of this prospectus outside the United States.Neither we nor the underwriters have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus,any amendment or supplement to this prospectus,or in anyfree writing prospectus we

143、have prepared,and neither we nor the underwriters take responsibility for,and can provide noassurance as to the reliability of,any other information others may give you.Neither we nor the underwriters are makingan offer to sell,or seeking offers to buy,these securities in any jurisdiction where the

144、offer or sale is not permitted.Theinformation contained in this prospectus is accurate only as of the date on the cover page of this prospectus,regardless ofthe time of delivery of this prospectus or the sale of shares.Our business,financial condition,results of operations andprospects may have chan

145、ged since the date on the cover page of this prospectus.i2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm13/267 Conventions Which Apply to this Prospectus T

146、hroughout this prospectus,we use a number of key terms and provide a number of key performance indicators used bymanagement.Unless the context otherwise requires,the following definitions apply throughout where the context so admits:“Class A Ordinary Shares”refers to the Companys Class A ordinary sh

147、ares,par value US$0.00001 per share,with4,980,000,000 Class A Ordinary Shares authorized and 8,700,000 Class A Ordinary Shares outstanding as of the date ofthis prospectus.“Class B Ordinary Shares”refers to the Companys Class B ordinary shares,par value US$0.00001 per share,with20,000,000 Class B Or

148、dinary Shares authorized and 1,300,000 Class B Ordinary Shares outstanding as of the date of thisprospectus.“China”or the“PRC”refers to the Peoples Republic of China,excluding Taiwan and the special administrative regionsof Hong Kong and Macau for the purposes of this prospectus only;Depending on th

149、e context,“we,”“us,”“our company,”“our,”“the Company”and“Star Fashion”refer to Star FashionCulture Holdings Limited,a Cayman Islands company that will issue the Class A Ordinary Shares being offered.References to the“Group”refers to Star Fashion and its subsidiaries.“shares”,“Shares”or“Ordinary Shar

150、es”refer to the Ordinary Shares of Fashion Culture Holdings Limited.,consisting ofClass A Ordinary Shares and Class B Ordinary Shares;“RMB”or“Chinese Yuan”refers to the legal currency of China;“U.S.dollars,”“dollars,”“USD”or“$”refers to the legal currency of the United States;Our functional currency

151、 is RMB.Our consolidated financial statements are presented in RMB.We use RMB as the reportingcurrency in our consolidated financial statements and in this prospectus.Amounts in US$are presented for the convenience of thereader and are translated at the rate of US$1.00=RMB7.2513,representing the noo

152、n buying rate set forth in the H.10 statisticalrelease of the U.S.Federal Reserve Board on June 30,2023.No representation is made that the RMB amounts could have been,orcould be,converted,realized or settled into US$at that rate,or at any other rate.The equity accounts were stated at their historica

153、lrate.Cash flows were also translated at average translation rates for the periods,therefore,amounts reported on the statements ofcash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.The expressions“associated company”,“related corporati

154、on”and“subsidiary”shall have the respective meanings ascribed tothem in the Companies Act,as the case may be.Any discrepancies in tables included herein between the total sum of amounts listed and the totals thereof are due to rounding.Accordingly,figures shown as totals in certain tables may not be

155、 an arithmetic aggregation of the figures that precede them.Certain of our customers and suppliers are referred to in this prospectus by their trade names.Our contracts with thesecustomers and suppliers are typically with an entity or entities in the relevant customer or suppliers group of companies

156、.Internet site addresses in this prospectus are included for reference only and the information contained in any website,including our website,is not incorporated by reference into,and does not form part of,this prospectus.Unless the context indicates otherwise,all information in this prospectus ass

157、umes no exercise by the underwriters of their over-allotment option.ii2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm14/267 Market and Industry Data We are

158、 responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize.This prospectus includes statistical and other industry and market data that we obtained from industry publications and research,surveys and studies conducted by third parties,as wel

159、l estimates by our management based on such data.The market data andestimates used in this prospectus involve a number of assumptions and limitations,and you are cautioned not to give undue weightto such data and estimates.While we believe that the information from these industry publications,survey

160、s and studies is reliable,the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors,includingthose described in the section titled“Risk Factors.”These and other factors could cause results to differ materially from thoseexpressed in th

161、e estimates made by the independent parties and by us.Presentation of Financial and Other Information Our consolidated financial statements are presented in RMB.We use RMB dollars as the reporting currency in ourconsolidated financial statements and in this prospectus.Amounts in US$are presented for

162、 the convenience of the reader and aretranslated at the rate of US$1.00=RMB7.2513,representing the noon buying rate set forth in the H.10 statistical release of theU.S.Federal Reserve Board on June 30,2023.No representation is made that the RMB amounts could have been,or could be,converted,realized

163、or settled into US$at that rate,or at any other rate.The equity accounts were stated at their historical rate.Cashflows were also translated at average translation rates for the periods,therefore,amounts reported on the statements of cash flowswill not necessarily agree with changes in the correspon

164、ding balances on the consolidated balance sheets.All references in this prospectus to“U.S.dollars,”“US$,”“$”and“USD”refer to the currency of the United States ofAmerica.Unless otherwise indicated,all references to currency amounts in this prospectus are in USD.We have made rounding adjustments to so

165、me of the figures contained in this prospectus.Accordingly,numerical figures shownas totals in some tables may not be exact arithmetic aggregations of the figures that preceded them.Impact of COVID-19 The COVID-19 pandemic broadly affected the global economy.In the year of 2022,the resurgence of the

166、 COVID-19pandemic negatively impacted our content marketing business.The financial performance for the fiscal year 2022 was negativelyaffected accordingly.By the end of 2022,the control measures for epidemic prevention gradually liberalized.We expect the continuous optimizationof epidemic prevention

167、 policy to stimulate the content marketing industry and have a positive impact on our business.However,any resurgence of the COVID-19 pandemic could negatively affect the content marketing business.The extent of any future impactof the COVID-19 pandemic on our business is still highly uncertain and

168、cannot be predicted as of the date of this prospectus.Anypotential impact to our operating results will depend on,to a large extent,future developments and new information that mayemerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by competent authorities to co

169、ntainthe spread of the COVID-19 pandemic,almost all of which are beyond our control.See“Risk Factors Risks Related to Our Business and Industry Pandemics and epidemics,natural disasters,terroristactivities,political unrest,and other outbreaks could disrupt our operations,which could materially and a

170、dversely affect ourbusiness,financial condition,and results of operations.”and“Managements Discussion and Analysis of Financial Condition andResults of Operations Impact of COVID-19 On Our Operations.”iii2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.h

171、tmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm15/267 PROSPECTUS SUMMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed informationand consolidated financial statements included elsewhere

172、 in this prospectus.In addition to this summary,we urge you to readthe entire prospectus carefully,especially the risks of investing in our Class A Ordinary Shares,discussed under“Risk Factors”before deciding whether to buy our Class A Ordinary Shares.This prospectus contains certain estimates and i

173、nformation froman industry report commissioned by us and prepared by Frost&Sullivan Inc.(“Frost&Sullivan”and the report,the“SullivanReport”),an independent market research firm,regarding our industries and our market positions in Mainland China.Thisprospectus also contains information and statistics

174、 relating to Chinas economy and the industries in which we operate whichare derived from various publications issued by market research companies and the PRC governmental entities,and have notbeen independently verified by us,the underwriter or any of its respective affiliates or advisers.The inform

175、ation in such sourcesmay not be consistent with other information compiled in or outside of China.Overview Star Fashion is a content marketing solutions services provider with a mission to offer high-quality diversified services.Weoffer services focusing on(i)marketing campaign planning and executio

176、n;(ii)offline advertising services;and(iii)onlineprecision marketing services.We assist customers in enhancing the effectiveness of their marketing activities and the value oftheir brand and products through our variety of services offered.The Group first began operations in August 11,2015 through i

177、tsoperating subsidiary,Xiamen Star Fashion Culture Media Co.,Ltd.The market size of content marketing industry has experienced fluctuations in the past five years,growing fromRMB286.3 billion in 2017 to RMB312.0 billion in 2022 at a CAGR of 1.7%.From 2017 to 2019,the overall content marketingindustr

178、y went through stable growth due to the continuous growth of cultural and entertainment consumption of Chinesecitizens.The COVID-19 pandemic led to suspension of offline activities and the market size has represented a downward trendin 2020.The market has bounced back in 2021 at RMB317.9 billion due

179、 to the control of the pandemic.However,the marketsize of marketing campaign planning and execution industry has declined to RMB312.0 billion in 2022 due to the spread ofOmicron variant in 2022.As travel restrictions have been released at the end of 2022,the Company believes the market is willrecove

180、r rapidly along with the iteration of traditional marketing campaign planning,empowerment from new technology,andprosperity of the economy.The market size of content marketing in the PRC is expected to reach RMB419.1 billion in 2027,representing a five-year CAGR of 6.1%.For more information,please s

181、ee Industry Review on page 70.With the capabilities of project planning,design,operation and execution,we assist customers in enhancing theeffectiveness of their marketing activities and the value of their brand through content marketing programs.Marketing campaign planning and Execution Our primary

182、 services include marketing campaign planning and execution,where we have marketed a variety of eventsincluding marathons,sports events,and music festivals.We may provide in-house designed marketing solutions for customerslooking to increase exposure to their product or event.We may also provide in-

183、house designed marketing solutions for productsand brand ambassadors looking to market their brand or products through traffic generated from the offline events.Inimplementing such marketing solutions,we may execute strategies including arranging with third-party suppliers for posters orprocuring an

184、d arranging for promotional videos of the marketed product or brand to be displayed in different locations or atdifferent times during the event.We perform design of posters or marketing material in-house,while working with third-partysuppliers in order to produce the posters according to our design

185、,as well as to produce promotional videos or performing thelogistics of displaying the marketing materials.We may also integrate online media promotion strategies for our customers,including the provision of advertisement and marketing materials such as video or online articles on well-known leading

186、 onlinemedia channels,including Iqiyi,Xigua Channel,Weibo and WeChat.For online marketing content,we typically work withsuppliers in order to post contents based on parameters that we provide.12025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/ww

187、w.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm16/267 Offline Advertising Services We offer outdoor advertising solutions to customers,tailoring marketing strategies to the customers requests.We are able towork with suppliers to provide marketing materials,inclu

188、ding in-house designing and arranging for physical displays at variousoutdoor locations in the form of posters or LED display boards.After creating in-house designs,we are able to work with third-party suppliers to produce the marketing material and to display the marketing material on public transp

189、orts including bus lines.Online Precision Marketing We offer online precision marketing services for customers,tailoring marketing strategies to the customers requests.We areable to provide content as an advertising carrier and integrate advertisements into different activities and videos for market

190、ingpurposes.By taking advantage of the various online media channels based in the PRC,including Iqiyi,Xigua Channel,Weiboand WeChat,we are able to promote marketing material effectively to the target market of the customer.Such marketingmaterials may include in-house designed marketing articles or v

191、ideos created by third-party suppliers.Our Competitive Strengths We believe our main competitive strengths are as follows:Established reputation;Diverse distribution channels;A strong and loyal corporate client base;An experienced management team able to leverage the capabilities of our organization

192、.Our Business Strategies and Future Plans Our business strategies and future plans are as follows:Developing in-house intellectual property;Seize new opportunities for content marketing services;Develop and deepen relationship with corporate customers;and Attract and recruit highly-qualified profess

193、ionals to join our team.22025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm17/267 Our Corporate Structure and History The following diagram illustrates the ow

194、nership structure of the Company after giving effect to this offering:1Shareholding before/after the Offering2Star Fashion Culture Holdings Limited the Registrant3Xiamen Star Fashion Culture Media Co.,Ltd.the PRC operating subsidiary of the Group The above charge assumes an offering of 2,150,000 Cla

195、ss A Ordinary Shares and assumes no exercise by the underwriters oftheir over-allotment option.Subsidiary Name Background OwnershipStar Fashion Culture Limited(“StarFashion(BVI)”)Incorporated on September 4,2023 as aBVI Business Company in the BritishVirgin Islands 100%owned by Star Fashion CultureH

196、oldings LimitedStar Fashion Culture(Hong Kong)Limited(“Star Fashion(Hong Kong)”)Incorporated on September 18,2023 as alimited company in Hong Kong 100%owned by Star Fashion(BVI)Xiamen Xingshu Shandian CultureMedia Co.,Ltd.(“WFOE”)Incorporated on September 28,2023 as alimited liability company in the

197、 PRC 100%owned by Star Fashion(Hong Kong)Xiamen Star Fashion Culture Media Co.,Ltd.(“Star Fashion(Xiamen)”)Incorporated on August 11,2015 as alimited liability company in the PRC 94.9905%owned by WFOE4.9995%owned by Star Fashion(HongKong)0.0053%owned by Zhang Pingting0.0034%owned by Zhan Jie0.0005%o

198、wned by Fu Yao0.0004%owned by Cai Jianpeng0.0004%owned by Dong Chao2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm18/267 32025/5/20 10:46sec.gov/Archives/e

199、dgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm19/267 The Group first began operations in August 11,2015 through its operating subsidiary,Xiamen Star Fashion Culture MediaCo.,Ltd.Star Fash

200、ion Culture Holdings Limited,the issuer in this Offering,was incorporated in the Cayman Islands on August 11,2023 as an exempted company.Star Fashion(BVI)was incorporated on September 4,2023 as a BVI Business Company in the British Virgin Islands.Star Fashion(Hong Kong)was incorporated on September

201、18,2023 as a limited company in Hong Kong.WFOE was incorporated on September 28,2023 as a limited company by Star Fashion(Hong Kong)as its direct wholly-owned subsidiary in the PRC.On October 10,2024,the Company entered into an underwriting agreement with Cathay Securities,Inc.as representativenamed

202、 thereof,in connection with its initial public offering(“IPO”)of 2,150,000 Class A Ordinary Shares at a price of$4.00 pershare.The Companys Registration Statement on Form F-1(File No.333-280198)for the IPO,originally filed with the U.S.Securities and Exchange Commission on June 14,2024 was declared

203、effective by the Commission on September 30,2024.Zhang Pingting,our Chief Financial Officer,will beneficially own 3,000,000 ordinary shares issued and outstandingthrough Xingji ZhangPingting Limited,consisting of 1,700,000 Class A Ordinary Shares and 1,300,000 Class B Ordinary Shareswhich represents

204、 approximately 8.84%of our issued and outstanding share capital,and approximately 32.20%aggregate votingpower of our Company immediately following the completion of this Offering,assuming the sales of Class A Ordinary Sharesby the Resale Shareholders pursuant to the Resale Prospectus filed contempor

205、aneously herewith.42025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm20/267 Corporate Information Our principal office is 12F,No.611,Sishui Road,Huli District

206、,Xiamen,China.The telephone number of our principaloffice is+86 13063138565.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East42nd Street,18th Floor,New York,NY 10168.Our corporate website is http:/.Information contained on ourwebsite does not constitute

207、 part of this prospectus.Transfers of Cash To and From Our Subsidiaries As of the date of this prospectus,we have not made any transfers between the holding company and our subsidiaries,andnone of our subsidiaries have ever issued any dividends or distribution to the holding company or their respect

208、ive shareholdersoutside of Hong Kong or China.There can be no assurance that the cash maintained in the PRC could be transferred out for thepayment of dividends or the cash could be deployed into our business which shall be subject to the PRC regulations and policies.To address persistent capital ou

209、tflows and the RMBs depreciation against the U.S.dollar in the fourth quarter of 2016,thePeoples Bank of China and the State Administration of Foreign Exchange,or SAFE,have implemented a series of capitalcontrol measures in the subsequent months,including stricter vetting procedures for China-based

210、companies to remit foreigncurrency for overseas acquisitions,dividend payments and shareholder loan repayments.The PRC government may continue tostrengthen its capital controls and our PRC subsidiaries dividends and other distributions may be subject to tightened scrutiny inthe future.The PRC govern

211、ment also imposes controls on the conversion of RMB into foreign currencies and the remittance ofcurrencies out of the PRC.Therefore,we may experience difficulties in completing the administrative procedures necessary toobtain and remit foreign currency for the payment of dividends from our profits,

212、if any.Furthermore,if our subsidiaries in thePRC incur debt on their own in the future,the instruments governing the debt may restrict their ability to pay dividends or makeother payments.Cash is expected to be transferred through our organization in the following manner:(i)funds are transferred to

213、Star Fashion(Xiamen),our PRC operating entity,from Star Fashion Culture Holdings Limited through our BVI and Hong Kong subsidiariesin the form of capital contributions or shareholder loans,as the case may be;and(ii)dividends or other distributions may be paidby Star Fashion(Xiamen)to Star Fashion Cu

214、lture Holdings Limited through our Hong Kong and BVI subsidiaries.As of thedate of this prospectus,we do not maintain cash management policies or procedures dictating the amount of such funding or howfunds are transferred and have not made any transfers for both directions.To the extent cash in the

215、business is in the PRC or in aPRC entity,the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or theimposition of restrictions and limitations on the ability of Star Fashion Culture Holdings Limited and its subsidiaries by the PRCgovernment to

216、 transfer cash,and we cannot assure you that the PRC government will not intervene in or impose restrictions onthe ability of Star Fashion and its subsidiaries to transfer cash.See Risk Factor Regulations of currency conversion may limit our ability to transfer cash between us,our subsidiaries orinv

217、estors including to utilize our net revenues effectively and affect the value of your investment for more information.Any funds we transfer to our PRC subsidiaries,either as a shareholder loan or as an increase in registered capital,aresubject to approval by or registration with relevant governmenta

218、l authorities or the authorized local banks in China.According tothe relevant PRC regulations on foreign-invested enterprises,or FIEs,in China,capital contributions to our PRC subsidiaries aresubject to registration with the relevant market supervisory authorities and local banks authorized by the S

219、tate Administration ofForeign Exchange,or SAFE.In addition,(i)a foreign loan of less one year duration procured by our PRC subsidiaries isrequired to be registered with SAFE or its local branches and(ii)a foreign loan of one year duration or more procured by ourPRC subsidiaries is required to be app

220、lied to the NDRC in advance for undergoing recordation.See Risk Factor PRCregulation of loans to and direct investment in PRC entities by offshore holding companies may delay us from using theproceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries,which co

221、uld materiallyand adversely affect our liquidity and our ability to fund and expand our business for more information.52025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_star

222、fashion.htm21/267 In the future,cash proceeds raised from overseas financing activities,including this offering,may be transferred by us to ourHong Kong subsidiary and Star Fashion(Xiamen),as the case may be.In order for us to pay dividends to our shareholders,wemay rely on payments made by Star Fas

223、hion(Xiamen),and the distribution of such payments to our overseas subsidiary asdividends from Star Fashion(Xiamen).If any of our subsidiaries or Star Fashion(Xiamen)incur debt on its own behalf in thefuture,the instruments governing such debt may restrict their ability to pay dividends to us.While

224、current restrictions andlimitations by the PRC government to transfer cash do not apply to Hong Kong entities,such restrictions and limitations by thePRC government could become applicable to Hong Kong and Hong Kong entities in the future,which may result in cash in thebusiness in Hong Kong or a Hon

225、g Kong entity being unavailable to fund operations or for other use outside of Hong Kong.Formore detailed information,see Risks Related to Doing Business in Jurisdictions We Operate Regulations of currencyconversion may limit our ability to transfer cash between us,our subsidiaries or investors incl

226、uding to utilize our net revenueseffectively and affect the value of your investment.Current PRC regulations permit Star Fashion(Xiamen)to pay dividends to an overseas subsidiary only out of theiraccumulated profits,if any,determined in accordance with Chinese accounting standards and regulations.In

227、 addition,StarFashion(Xiamen)is required to set aside at least 10%of its after-tax profits each year,if any,to fund a statutory reserve untilsuch reserve reaches 50%of its registered capital.These reserves are not distributable as cash dividends.If our PRC subsidiariesincur debt on their own behalf

228、in the future,the instruments governing the debt may restrict their ability to pay dividends ormake other payments to us.Any limitation on the ability of our PRC subsidiaries to distribute dividends or other payments totheir respective shareholders could materially and adversely limit our ability to

229、 grow,make investments or acquisitions thatcould be beneficial to our business,pay dividends or otherwise fund and conduct our business.Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offeringsthat are conducted overseas and/or foreign in

230、vestments in China based issuers.Any future action by the Chinese governmentexpanding the categories of industries and companies whose foreign securities offerings are subject to government review couldsignificantly limit or completely hinder our ability to offer or continue to offer securities to i

231、nvestors and could cause the valueof such securities to significantly decline or be worthless.In addition,the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10%will be applicable to dividends payable by Chinese companies to non-PRC-resident enterp

232、rises unless otherwise exempted orreduced according to treaties or arrangements between the PRC central government and governments of other countries orregions where the non-PRC resident enterprises are incorporated.See section titled Risk Factor We may rely on dividends andother distributions on eq

233、uity paid by our PRC subsidiaries to fund any cash and financing requirements we may have,and anylimitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our abilityto conduct our business for more information.We receive principally most of

234、 our revenues in RMB.Under our current corporate structure,our Company in the CaymanIslands will rely on dividend payments from our WFOE to fund any cash and financing requirements we may have.Underexisting PRC foreign exchange regulations,payments of current account items,such as profit distributio

235、ns and trade and service-related foreign exchange transactions,can be made in foreign currencies without prior approval from SAFE by complying withcertain procedural requirements.Therefore,our WFOE is able to pay dividends in foreign currencies to us without prior approvalfrom SAFE,subject to the co

236、ndition that the remittance of such dividends outside of the PRC complies with certain proceduresunder PRC foreign exchange regulation.But approval from or registration with appropriate government authorities is requiredwhere RMB is to be converted into foreign currency and remitted out of China to

237、pay capital expenses such as the repayment ofloans denominated in foreign currencies.The future currency conversion system may prevents us from obtaining sufficientforeign currencies to satisfy our foreign currency demands,See section titled Risk Factor Regulations of currency conversionmay limit ou

238、r ability to transfer cash between us,our subsidiaries or investors including to utilize our net revenues effectivelyand affect the value of your investment for more information.Star Fashion(Xiamen)is also required to further set aside a portion of its after-tax profits to fund the employee welfaref

239、und,although the amount to be set aside,if any,is determined at the discretion of its board of directors.Although the statutoryreserves can be used,among other ways,to increase the registered capital and eliminate future losses in excess of retainedearnings of the respective companies,the reserve fu

240、nds are not distributable as cash dividends except in the event of liquidation.62025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm22/267 Implications of Being

241、 an“Emerging Growth Company”and a“Foreign Private Issuer”Emerging Growth Company We are an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).Assuch,we are eligible,for up to five years,to take advantage of certain exemptions from various reporting r

242、equirements that areapplicable to other publicly traded entities that are not emerging growth companies.These exemptions include:the ability to include only two years of audited consolidated financial statements and only two years of relatedManagements Discussion and Analysis of Financial Condition

243、and Results of Operations disclosure;exemptions from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002,as amended(the“Sarbanes-Oxley Act”),in the assessment of our internal control over financial reporting;to the extent that we no longer qualify as a foreign priva

244、te issuer,(i)reduced disclosure obligations regarding executivecompensation in our periodic reports and proxy statements and(ii)exemptions from the requirement to hold a non-binding advisory vote on executive compensation,including golden parachute compensation.Section 107 of the JOBS Act also provi

245、des that an emerging growth company can take advantage of the extended transitionperiod provided in Section 13(a)of the Securities Exchange Act of 1934,as amended(the“Exchange Act”),for complying withnew or revised accounting standards.We elect to take advantage of these provisions until the last da

246、y of our fiscal year following the fifth anniversary of theconsummation of this Offering or such earlier time that we are no longer an emerging growth company.As a result,the information contained in this prospectus may be different from the information you receive from otherpublic companies in whic

247、h you hold shares.We do not know if some investors will find the Class A Ordinary Shares lessattractive because we may rely on these exemptions.The result may be a less active trading market for the Class A OrdinaryShares,and the price of the Class A Ordinary Shares may become more volatile.We will

248、remain an emerging growth company until the earliest of:(1)the last day of the first fiscal year in which our annualgross revenue exceeds$1.235 billion;(2)the last day of the fiscal year following the fifth anniversary of the date of thisOffering;(3)the date that we become a“large accelerated filer”

249、as defined in Rule 12b-2 under the Exchange Act,which wouldoccur if the market value of the Shares that is held by non-affiliates exceeds$700 million as of the last business day of our mostrecently completed second fiscal quarter;or(4)the date on which we have issued more than$1.00 billion in non-co

250、nvertibledebt securities during any three-year period.Foreign Private Issuer Upon consummation of this Offering,we will report under the Exchange Act as a non-U.S.company with foreign privateissuer status.Even after we no longer qualify as an emerging growth company,as long as we qualify as a foreig

251、n private issuerunder the Exchange Act,we will be exempt from certain provisions of the Exchange Act that are applicable to U.S.domesticpublic companies,including:the rules under the Exchange Act requiring domestic filers to issue consolidated financial statements prepared underU.S.GAAP;the sections

252、 of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of a securityregistered under the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activitiesand liability for insiders who pr

253、ofit from trades made in a short period of time;and the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission(the“SEC”)ofquarterly reports on Form 10-Q containing unaudited financial and other specific information,or current reports onForm 8-K,upon the occurre

254、nce of specified significant events.Notwithstanding these exemptions,we will file with the SEC,within four months after the end of each fiscal year,or suchapplicable time as required by the SEC,an annual report on Form 20-F containing consolidated financial statements audited byan independent regist

255、ered public accounting firm.2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm23/267We may take advantage of these exemptions until such time as we are no lon

256、ger a foreign private issuer.We would cease tobe a foreign private issuer at such time as more than 50%of our outstanding voting securities are held by U.S.residents and anyof the following three circumstances applies:(i)the majority of our Executive Officers or members of our Supervisory Board areU

257、.S.citizens or residents,(ii)more than 50%of our assets are located in the United States,or(iii)our business is administeredprincipally in the United States.72025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/20030

258、61/000121390025044988/ea0240026-f1_starfashion.htm24/267 Both foreign private issuers and emerging growth companies are also exempt from certain more extensive executivecompensation disclosure rules.Thus,even if we no longer qualify as an emerging growth company,but remain a foreign privateissuer,we

259、 will continue to be exempt from the more extensive compensation disclosures required of companies that are neitheran emerging growth company nor a foreign private issuer and will continue to be permitted to follow our home country practiceon such matters.Dual-Class Nature We have a dual-class votin

260、g structure consisting of Class A Ordinary Shares and Class B Ordinary Shares.Based on ourdual-class voting structure,holders of Class A Ordinary Shares will be entitled to one(1)vote per share in respect of mattersrequiring the votes of shareholders including the election of directors,amendment of

261、memorandum and articles of association,and approval of major corporate transactions,while holders of Class B Ordinary Shares will be entitled to ten(10)votes pershare.Due to the disparate voting powers associated with our two classes of ordinary shares,Zhang Pingting,our ChiefFinancial Officer,will

262、beneficially own 3,000,000 ordinary shares issued and outstanding through Xingji ZhangPingtingLimited,consisting of 1,700,000 Class A Ordinary Shares and 1,300,000 Class B Ordinary Shares which representsapproximately 8.84%of our issued and outstanding share capital,and approximately 32.20%aggregate

263、 voting power of ourCompany immediately following the completion of this Offering,assuming the sales of Class A Ordinary Shares by the ResaleShareholders pursuant to the Resale Prospectus filed contemporaneously herewith.Implications of Our Being an“Emerging Growth Company”As a company with less tha

264、n$1.07 billion in revenue during our last fiscal year,we qualify as an“emerging growthcompany”as defined in the JOBS Act.An“emerging growth company”may take advantage of reduced reporting requirementsthat are otherwise applicable to larger public companies.In particular,as an emerging growth company

265、,we:may present only two years of audited consolidated financial statements and only two years of related ManagementsDiscussion and Analysis of Financial Condition and Results of Operations;are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives

266、andelements and analyzing how those elements fit with our principles and objectives,which is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internalcontrol over financial report

267、ing pursuant to the Sarbanes-Oxley Act of 2002;82025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm25/267 are not required to obtain a non-binding advisory vot

268、e from our shareholders on executive compensation or goldenparachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency,”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chiefexecutiv

269、e officer pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annualreport on

270、Form 20-F following the effectiveness of our initial public offering.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions untilwe no longer meet the definition of an emerging growth company.The JOBS Act provides that we would cease to be an“em

271、erging growth company”at the end of the fiscal year in which the fifth anniversary of our initial sale of common equitypursuant to a registration statement declared effective under the Securities Act of 1933,as amended(the“Securities Act”)occurred,if we have more than$1.07 billion in annual revenue,

272、have more than$700 million in market value of our Class AOrdinary Shares held by non-affiliates,or issue more than$1 billion in principal amount of non-convertible debt over a three-year period.Implications of Being a Foreign Private Issuer Status We are a foreign private issuer within the meaning o

273、f the rules under the Exchange Act.As such,we are exempt fromcertain provisions applicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply

274、 solely with our home country requirements,which are less rigorousthan the rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing iss

275、uers from making selective disclosures ofmaterial information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,orauthorizations in respect of a security registered under the Exchange Act;and we are not required to comply with Section

276、 16 of the Exchange Act requiring insiders to file public reports of theirshare ownership and trading activities and establishing insider liability for profits realized from any“short-swing”trading transaction.We will be required to file an annual report on Form 20-F within four months of the end of

277、 each fiscal year.Press releasesrelating to financial results and material events will also be furnished to the SEC on Form 6-K.However,the information we arerequired to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with theSEC by U.S.do

278、mestic issuers.As a result,you may not be afforded the same protections or information that would be madeavailable to you were you investing in a U.S.domestic issuer.The Nasdaq listing rules provide that a foreign private issuer may follow the practices of its home country,which for us isthe Cayman

279、Islands,rather than the Nasdaq rules as to certain corporate governance requirements,including the requirement thatthe issuer have a majority of independent directors,the audit committee,compensation committee,and nominating and corporategovernance committee requirements,the requirement to disclose

280、third-party director and nominee compensation,and therequirement to distribute annual and interim reports.A foreign private issuer that follows a home country practice in lieu of oneor more of the listing rules is required to disclose in its annual reports filed with the SEC each requirement that it

281、 does not followand describe the home country practice followed by the issuer in lieu of such requirements.Although we do not currently intendto take advantage of these exceptions to the Nasdaq corporate governance rules,we may in the future take advantage of one ormore of these exemptions.See“Risk

282、Factors Risks Related to This Offering and the Class A Ordinary Shares We are aforeign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certainprovisions applicable to U.S.domestic public companies.”2025/5/20 10:46sec.gov/Archives/edgar/data/200306

283、1/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm26/267 92025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/0001

284、21390025044988/ea0240026-f1_starfashion.htm27/267 Summary Risk Factors Our prospectus should be considered in light of the risks,uncertainties,expenses,and difficulties frequently encountered bysimilar companies.Below please find a summary of the principal risks we face,organized under relevant head

285、ings.These risksare discussed more carefully in the section titled“Risk Factors.”Risks Related to Our Business and Industry(for a more detailed discussion,see“Risk Factors Risks Related to ourBusiness and Industry”beginning on page 21 of this prospectus)We operate in the competitive content marketin

286、g industry,which may make it difficult for investors to evaluate ourfuture prospects,and we cannot assure you that our current or future strategies will be successfully implemented or willgenerate sustainable profit.See page 21 of“Risk Factors Risks Related to our Business and Industry We operatein

287、the competitive content marketing industry,which may make it difficult for investors to evaluate our futureprospects,and we cannot assure you that our current or future strategies will be successfully implemented or willgenerate sustainable profit.”for further details.If we fail to achieve the conte

288、nt marketing objectives in relation to offline events,we could lose customers.See page 22of“Risk Factors Risks Related to our Business and Industry If we fail to achieve the content marketing objectivesin relation to offline events,we could lose customers”for further details.If we fail to provide sa

289、tisfactory services to address the rapidly evolving market in a timely manner,and if we are notable to implement successful enhancements and new features for our services,we may not be able to attract or retaincustomers.See page 22 of“Risk Factors Risks Related to our Business and Industry”for furth

290、er details.Failure to maintain and enlarge our customer base or strengthen customer engagement may adversely affect ourbusiness and results of operations.See page 22 of“Risk Factors Risks Related to our Business and Industry If wefail to provide satisfactory services to address the rapidly evolving

291、market in a timely manner,and if we are not able toimplement successful enhancements and new features for our services,we may not be able to attract or retaincustomers.See page 23 of“Risk Factors Risks Related to our Business and Industry Failure to maintain andenlarge our customer base or strengthe

292、n customer engagement may adversely affect our business and results ofoperations”for further details.Failure to maintain the quality of our services could have a material and adverse effect on our reputation,financialcondition and results of operations.See page 23 of“Risk Factors Risks Related to ou

293、r Business and Industry Failure to maintain the quality of our services could have a material and adverse effect on our reputation,financialcondition and results of operations.”for further details.We depend on our sub-licensing from event organizers.Our business may be negatively affected if we are

294、unable tocontinue securing licenses from such event organizers for new events.See page 23 of“Risk Factors Risks Related toour Business and Industry We depend on our sub-licensing from event organizers.Our business may be negativelyaffected if we are unable to continue securing licenses from such eve

295、nt organizers for new events”for further details.We are dependent on our relationships with key suppliers.See page 23 of“Risk Factors Risks Related to ourBusiness and Industry We are dependent on our relationships with key suppliers.”for further details.We may experience significant liability claims

296、 or complaints from customers,litigation and regulatory investigationsand proceedings.See page 24 of“Risk Factors Risks Related to our Business and Industry We may experiencesignificant liability claims or complaints from customers,litigation and regulatory investigations and proceedings”forfurther

297、details.We are dependent upon key executives and highly qualified managers and we cannot assure their retention.See page 25of“Risk Factors Risks Related to our Business and Industry We are dependent upon key executives and highlyqualified managers and we cannot assure their retention”for further det

298、ails.Changes in U.S.and international trade policies,particularly with regards to China,may adversely impact our businessand operating results.See page 26 of“Risk Factors Risks Related to our Business and Industry Changes in U.S.and international trade policies,particularly with regards to China,may

299、 adversely impact our business and operatingresults.”for further details.Pandemics and epidemics,natural disasters,terrorist activities,political unrest,and other outbreaks could disrupt ouroperations,which could materially and adversely affect our business,financial condition,and results of operati

300、ons.See2025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm28/267page 27 of“Risk Factors Risks Related to our Business and Industry Pandemics and epidemics,natu

301、ral disasters,terrorist activities,political unrest,and other outbreaks could disrupt our operations,which could materially andadversely affect our business,financial condition,and results of operations”for further details.102025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea024

302、0026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htm29/267 We cannot assure you that we will achieve or maintain profitability and we have disclosed the substantial doubt aboutour ability to continue as a going concern in Note 2 to con

303、solidated financial statements.See page 27 of“Risk Factors Risks Related to our Business and Industry We cannot assure you that we will achieve or maintain profitabilityand we have disclosed the substantial doubt about our ability to continue as a going concern in Note 2 to consolidatedfinancial sta

304、tements.”for further details.Risks Related to Our Corporate Structure(for a more detailed discussion,see“Risk Factors Risks Related to OurCorporate Structure”beginning on page 28 of this prospectus)Our dual-class structure will limit your ability to influence corporate matters and could discourage o

305、thers from pursuingany change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.See page 28 of“Risk Factors Risks Related to Our Corporate Structure”for further details.Our directors and officers currently own an aggregate of.35.84%of our outstanding Ordinary

306、 Shares representing65.10%of the total voting power,and will own approximately 8.84%of our outstanding Ordinary Shares representing32.20%of the total voting power immediately after the completion of this offering,assuming that the underwriters donot exercise their over-allotment option.See page 28 o

307、f“Risk Factors Risks Related to Our Corporate Structure Our directors and officers currently own an aggregate of 35.84%of our outstanding Ordinary Shares representing65.10%of the total voting power,and will own approximately 8.84%of our outstanding Ordinary Shares representing32.20%of the total voti

308、ng power immediately after the completion of this offering,assuming that the underwriters donot exercise their over-allotment option.”for further details.You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may belimited,because we are inc

309、orporated under Cayman Islands law.See page 29 of“Risk Factors Risks Related to OurCorporate Structure You may face difficulties in protecting your interests,and your ability to protect your rightsthrough U.S.courts may be limited,because we are incorporated under Cayman Islands law.”for further det

310、ails.Recently introduced economic substance legislation of the Cayman Islands may impact the Company or its operations.See page 30 of“Risk Factors Risks Related to Our Corporate Structure Recently introduced economic substancelegislation of the Cayman Islands may impact the Company or its operations

311、”for further details.Risks Related to Doing Business in China(for a more detailed discussion,see“Risk Factors Risks Related to DoingBusiness in China”beginning on page 30 of this prospectus)Star Fashion Culture Holdings Limited and its subsidiaries face various other legal and operational risks asso

312、ciated withdoing business in the PRC.Such risks associated with doing business in the PRC also apply to operations inHong Kong and Macau if we decide to expand our operations in Hong Kong and Macau.See page 30 of“RiskFactors Risks Related to Doing Business in China Star Fashion Culture Holdings Limi

313、ted and its subsidiariesface various other legal and operational risks associated with doing business in the PRC.Such risks associated withdoing business in the PRC also apply to operations in Hong Kong and Macau if we decide to expand our operations inHong Kong and Macau”for further details.Changes

314、,application and interpretation with respect to the PRC legal system could result in a material change in ouroperations and/or the value of the securities we are registering for sale.We cannot exclude the possibilities that theofficial interpretation and application of PRC laws and regulations,inclu

315、ding but not limited to those governing ourbusiness,and the enforcement and performance of our agreements with customers in certain circumstances,may changequickly with little advance notice.As PRC laws and regulations may be interpreted differently and are subject to futurechanges,our business may

316、be affected if we rely on laws and regulations which are subsequently adopted or interpretedin a manner different from our current understanding of these laws and regulations.See page 31 of“Risk Factors Risks Related to Doing Business in China Changes,application and interpretation with respect to t

317、he PRC legalsystem could result in a material change in our operations and/or the value of the securities we are registering for sale.We cannot exclude the possibilities that the official interpretation and application of PRC laws and regulations,including but not limited to those governing our busi

318、ness,and the enforcement and performance of our agreements withcustomers in certain circumstances,may change quickly with little advance notice.As PRC laws and regulations maybe interpreted differently and are subject to future changes,our business may be affected if we rely on laws andregulations w

319、hich are subsequently adopted or interpreted in a manner different from our current understanding of theselaws and regulations.”for further details 112025/5/20 10:46sec.gov/Archives/edgar/data/2003061/000121390025044988/ea0240026-f1_starfashion.htmhttps:/www.sec.gov/Archives/edgar/data/2003061/00012

320、1390025044988/ea0240026-f1_starfashion.htm30/267 Because all of our operations are in China,our business is subject to the complex and rapidly evolving laws andregulations there,as well as the relevant PRC authorities supervision.The PRC legal system is constantly evolving,and the PRC government may

321、 promulgate new laws and regulations in the future that cover many aspects of our dailyoperations.In addition,the PRC authorities may be authorized by the PRC laws and regulations to supervise ouroperations.The PRC Government may intervene or influence our operations at any time,or may exert more co

322、ntrolover offerings conducted overseas and/or foreign investment in China-based issuers,which could result in a materialchange in our operations and significantly limit or completely hinder and further cause the value of our Class AOrdinary Shares to significantly decline or become worthless.See pag

323、e 32 of“Risk Factors Risks Related to DoingBusiness in China Because all of our operations are in China,our business is subject to the complex and rapidlyevolving laws and regulations there,as well as the relevant PRC authorities supervision.The PRC legal system isconstantly evolving,and the PRC gov

324、ernment may promulgate new laws and regulations in the future that cover manyaspects of our daily operations.In addition,the PRC authorities may be authorized by the PRC laws and regulations tosupervise our operations.The PRC Government may intervene or influence our operations at any time,or may ex

325、ertmore control over offerings conducted overseas and/or foreign investment in China-based issuers,which could result ina material change in our operations and significantly limit or completely hinder and further cause the value of our ClassA Ordinary Shares to significantly decline or become worthl

326、ess.”for further details.Any failure of us to obtain the relevant approval or complete the filings and other relevant regulatory procedures in atimely manner could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such se

327、curities to significantly decline or become worthless.See page 32 of“RiskFactors Risks Related to Doing Business in China Any failure of us to obtain the relevant approval or completethe filings and other relevant regulatory procedures in a timely manner could significantly limit or completely hinde

328、rour ability to offer or continue to offer securities to investors and cause the value of such securities to significantlydecline or become worthless.”For further details Our corporate structure and being based in or having the majority of our operations in China,as well as changes inChinas economic

329、,political or social conditions or government policies could have a material adverse effect on ourbusiness and operations.See page 33 of“Risk Factors Risks Related to Doing Business in China Our corporatestructure and being based in or having the majority of our operations in China,as well as change

330、s in Chinas economic,political or social conditions or government policies could have a material adverse effect on our business andoperations.”for further details.Non-compliance with labor-related laws and regulations of the PRC may have an adverse impact on our financialcondition and results of ope

331、ration.See page 33 of“Risk Factors Risks Related to Doing Business in China Non-compliance with labor-related laws and regulations of the PRC may have an adverse impact on our financial conditionand results of operation”for further details.We must remit the offering proceeds to China before they may

332、 be used to benefit our business in China,and we cannotassure that we can finish all necessary governmental registration processes in a timely manner.See page 34 of“RiskFactors Risks Related to Doing Business in China We must remit the offering proceeds to China before they maybe used to benefit our

333、 business in China,and we cannot assure that we can finish all necessary governmentalregistration processes in a timely manner.”for further details.It may be difficult,cumbersome,and time-consuming to deliver legal process documents to us or such current officersreside within China from outside of mainland China and you may experience difficulties in enforcing foreign judgmentsor bringing actions