Star Fashion Culture Holdings Ltd SEC Filings

Star Fashion Culture Holdings Limited entered into a subscription agreement on July 22, 2026 with Xingji Zhangpingting Limited, under which the company will issue and sell 2,000,000 Class B ordinary shares for a total purchase price of $2,600,000, or $1.30 per share, in an offshore transaction conducted pursuant to Regulation S.

The issuance draws on a previously approved allotment of up to 5,000,000 authorized but unissued Class B ordinary shares approved at the February 24, 2026 annual general meeting, with pricing referenced to a stock price analysis. A report by Graval Consulting Limited dated December 31, 2025 assessed the Class B shares in a price range of $1.044 to $2.301. The new shares will be issued in book-entry form, treated as restricted securities with transfer and hedging limits, including a six-month restricted period, and the company’s Class A ordinary shares will remain listed on the Nasdaq Capital Market under the symbol “STFS.”

Star Fashion Culture Holdings Limited held an Extraordinary General Meeting of shareholders on July 13, 2026 in Xiamen, China. Shareholders of record as of June 16, 2026 included 1,161,276 Class A Ordinary Shares and 32,500 Class B Ordinary Shares issued and outstanding.

All matters submitted to a vote were approved by ordinary resolutions. Proposal One and Proposal Two each received 3,671,476 votes for and 212 votes against, described as 99.99% for and 0.01% against. The adjournment authorization (Proposal Three) received 3,671,514 votes for and 173 votes against, with no abstentions.

Star Fashion Culture Holdings Limited has called an extraordinary general meeting for July 13, 2026 to seek shareholder approval for two major share actions and a procedural item.

Proposal One would revise the terms of an allotment of up to 5,000,000 Class B ordinary shares to Xingji Zhangpingting Limited. The consideration will be set later by the board using a stock price analysis report prepared by an independent valuation institution selected within three years of the February 24, 2026 AGM.

Proposal Two would approve the offer and sale of up to 10,000,000 new Class A ordinary shares through placement agents, and authorize filing a Form F-1 registration statement with the SEC and related offering documents. Proposal Three would let the meeting chairman adjourn the meeting if there are not enough votes to pass Proposals One or Two. As of June 16, 2026, there were 1,161,276 Class A shares and 32,500 Class B shares outstanding, with Class B carrying 100 votes per share and Class A one vote per share.

Star Fashion Culture Holdings Limited reported unaudited results for the six months ended December 31, 2025, showing faster growth but deeper losses. Revenue rose 33.1% to RMB89.0 million (US$12.7 million), driven mainly by a 92.7% increase in online precision marketing services to RMB48.4 million as clients shifted budgets from traditional channels.

The company discontinued its offline advertising business, bringing related revenue and cost to nil. Gross profit increased 61.2% to RMB7.7 million, and gross margin improved from 7.1% to 8.6%, helped by a higher 14.9% margin in precision marketing despite weaker margins in marketing campaign planning and execution.

Operating expenses climbed 65.9% to RMB12.9 million, mainly from a sharp rise in general and administrative expenses to RMB10.4 million, including a RMB4.3 million bad debt provision, RMB2.6 million in consulting fees and RMB0.8 million in audit fees. As a result, net loss nearly doubled to RMB5.4 million, although basic and diluted loss per share improved to RMB0.16 from RMB0.27 due to a larger share count. Total assets were RMB137.7 million, against RMB41.1 million of liabilities, with shareholders’ equity of RMB96.6 million as of December 31, 2025.

Star Fashion Culture Holdings Ltd director Li Ying Joy has filed an initial Form 3, formally becoming a reporting insider of the company. The filing lists no reportable transactions, holdings entries, or derivative positions for this insider at this time.

Star Fashion Culture Holdings Limited reported a board change. Independent director GUNG Leut Ming resigned as an independent director and chairman of the Compensation Committee on March 31, 2026 for personal reasons, and this was not due to any dispute with the company or its board.

Effective the same day, the board appointed Li, Ying as an independent director, chairwoman of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee and Audit Committee. The company states that she meets Nasdaq independence requirements and has over 18 years of corporate management experience.

Star Fashion Culture Holdings Ltd director ZHOU MO (MOLLY) filed an initial Form 3, which is a required disclosure when someone becomes an insider. This filing lists her status as a director of the company but does not report any stock transactions or holdings details in the provided data.

Star Fashion Culture Holdings Limited registered a shelf under Form F-3 to offer, from time to time, up to $300,000,000 of Class A ordinary shares, warrants, share purchase contracts, units and other securities.

The shelf prospectus permits primary and resale offerings in various combinations and states offerings will be made pursuant to prospectus supplements. The company notes an aggregate market value of Class A Ordinary Shares held by non-affiliates of $4,553,312.50 (based on a $4.07 close) and discloses that 1,161,250 Class A Ordinary Shares and 32,500 Class B Ordinary Shares were issued and outstanding as of March 18, 2026. Sales are limited by the Form F-3 General Instruction I.B.5 one‑third rule while non‑affiliate market value remains below the specified threshold.