星际时尚美股招股说明书(2025-07-07版)

STAR FASHION CULTURE HOLDINGS LIMITED This Resale Prospectus relates to the resale of 4,000,000Class A Ordinary Shares by the selling shareholders (the “ResaleShareholders”) named in this prospectus. We will not receive any of the proceeds from the sale of ClassA Ordinary Shares by theResale Shareholder named in this prospectus. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market, or the Nasdaq, under the symbol “STFS”. On June 30,2025, the latest reported sale price of our Class A Ordinary Shares on the Nasdaq Capital Market was US$1.07 per Class A OrdinaryShare. We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public companyreporting requirements. See “Prospectus Summary—Implications of Our Being an “Emerging Growth Company” and “Risk Factors”on pages 6 and 19, respectively. We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Based on our dual-classvoting structure, holders of Class A Ordinary Shares will be entitled to one (1) vote per share in respect of matters requiring the votesof shareholders including the election 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 per share. Due to the disparatevoting powers associated with our two classes of ordinary shares, Zhang Pingting, our Chief Financial Officer, will beneficially own3,000,000 ordinary shares issued and outstanding through Xingji ZhangPingting Limited, consisting of 1,700,000 Class A OrdinaryShares and 1,300,000 Class B Ordinary Shares which represents approximately 8.84% of our issued and outstanding share capital, andapproximately 32.20% aggregate voting power of our Company immediately following the completion of the Public Offering of up to20,000,000 Offer Shares, and assuming the sales of up to 4,000,000 Class A Ordinary Shares by the Resale Shareholders pursuant tothe Resale Prospectus filed contemporaneously herewith. We are not a Chinese 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 of the Class A OrdinaryShares of Star Fashion Culture Holdings Limited, the holding company in the Cayman Islands, instead of the Class AOrdinary Shares of Star Fashion (Xiamen). References to the “Company”, “we”, “us”, and “our” in the prospectus are to StarFashion Culture Holdings Limited, the Cayman Island entity that will issue the Class A Ordinary Shares being offered.References to “Star Fashion (Xiamen)” are to the PRC entity operating the business and generating all the revenue and profitstated in the consolidated financial statements of the Company. The Company’s ownership interest in Star Fashion (Xiamen) isheld through intermediate companies in the BVI and HongKong. Investors in our Class A Ordinary Shares should be awarethat they may never hold equity interests in the Chinese operating company directly. Investors are purchasing equity solely inStar Fashion Culture Holdings Limited, our Cayman Islands holding company, which indirectly owns equity interests in theChinese operating company. Because of our corporate structure, we, as well as our investors, are subject to risks due to theinterpretation and the application of PRC laws and regulations. We are also subject to the risks of uncertainty about anyfuture legal and regulatory development of the PRC government in this regard. We may also be subject to sanctions imposedby PRC regulatory agencies including the China Securities Regulatory Commission (“CSRC”), if we fail to comply with theirrules and regulations. PRC regulatory authorities could disallow our operating structure in the future, and this would likelyresult in a material change in our operations in China and/or the value of our Class A Ordinary Shares, which could cause thevalue of such securities to significantly decline or become worthless. See “Risk Factors” beginning on page 19 of thisprospectus for a discussion of risks facing the Company and the offering as a result of this structure. There are legal and operational risks associated with being based in and having the majority of our operations in China.The conduct of our business in the PRC shall comply with the laws and regulations of the PRC (“PRC Laws”) and shall begoverned by the relevant PRC authorities which were authorized by the PRC Laws to supervise our daily operations. The PRCgovernment’s exercise of oversight over the conduct of our business may influence our operations at any time. If we aredeemed not to comply with the PRC Laws, we may be subject to fines and other administrative penalties from the relevantPRC authorities.The application of a