星际时尚美股招股说明书(2024-10-15版)

2,150,000 Class A Ordinary Shares We are offering 2,150,000 Class A ordinary shares, $ US$0.00001 par value per share (“Class AOrdinary Shares”). This is the initial public offering of our Class A Ordinary Shares. Prior to thisoffering, there has been no public market for Class A Ordinary Shares. The initial public offering priceof the Class A Ordinary Shares is $4.00 per share. The closing of this offering is conditioned upon Nasdaq’s final approval of our listingapplication. Our Class A Ordinary Shares have been approved for listing on the Nasdaq CapitalMarket, or Nasdaq, under the symbol “STFS”. We are an “emerging growth company” as defined under the federal securities laws and will besubject to reduced public company reporting requirements. See “Prospectus Summary — Implicationsof Our Being an “Emerging Growth Company” and “Risk Factors” on pages 7and 22, respectively. We have a dual-class voting structure consisting of Class A Ordinary Shares and Class BOrdinary Shares. Based on our dual-class voting structure, holders of Class A Ordinary Shares will beentitled to one (1) vote per share in respect of matters requiring the votes of shareholders including theelection of directors, amendment of memorandum and articles of association, and approval of majorcorporate 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, ZhangPingting, our Chief Financial Officer and controlling shareholder, will beneficially own approximately41.15% of our issued and outstanding share capital, and approximately 70.02% aggregate votingpower of our Company immediately following the completion of this Offering, assuming that theunderwriters do not exercise their over-allotment option. The interests of our Controlling Shareholdermay not coincide with your interests, and it may make decisions with which you disagree, includingdecisions 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 ourControlling Shareholder differ from your interests, you may be disadvantaged by any action that theymay seek to pursue. See “Risk Factor — Our dual-class voting structure will limit your ability toinfluence corporate matters and could discourage others from pursuing any change of controltransactions that holders of our Class A Ordinary Shares may view as beneficial.” Upon the completion of this offering, we will be a “controlled company” as defined under theNasdaq Stock Market Rules because our controlling shareholder will own 3,700,000 Class A OrdinaryShares and 1,300,000 Class B Ordinary Shares, representing approximately 41.15% of our total issuedand outstanding ordinary shares, and representing approximately 70.02% of the total voting power,assuming the underwriters do not exercise their over-allotment option. For so long as we remain a“controlled company,” we are permitted to elect not to comply with certain corporate governancerequirements. If we rely on these exemptions, you will not have the same protection afforded toshareholders of companies that are subject to these corporate governance requirements. Even if wecease to be a controlled company, we may still rely on exemptions available to foreign private issuers.See section titled “Risk Factors — Risks Related to This Offering and the Class A Ordinary Shares —We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as suchwe are exempt from certain provisions applicable to U.S. domestic public companies.” We are not a Chinese operating company, but an offshore holding company incorporatedin the Cayman Islands. As a holding company with no material operations of our own, weconduct our operations through our operating company in China, Xiamen Star Fashion CultureMedia Co., Ltd. (“Star Fashion (Xiamen)”). This is an offering of the Class A Ordinary Shares of Star Fashion Culture Holdings Limited, the holding company in the Cayman Islands, insteadof the Class A Ordinary Shares of Star Fashion (Xiamen). References to the “Company”, “we”,“us”, and “our” in the prospectus are to Star Fashion Culture Holdings Limited, the CaymanIsland entity that will issue the Class A Ordinary Shares being offered. References to “StarFashion (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 Company’sownership interest in Star Fashion (Xiamen) is held through intermediate companies in the BVIand Hong Kong. Investors in our Class A Ordinary Shares should be aware that they may neverhold equity interests in the Chinese operating company directly. Investors are purchasing Table of Contents equity solely in Star Fashion Culture Holdings Limited, our Cayman Islands holding company,which indirectly o