Star Fashion Culture (STFS) details 42,500-share Class A stake and 2.03M Class B

Rhea-AI Filing Summary

Star Fashion Culture Holdings Limited investor Xingji Zhangpingting Limited reports beneficial ownership of 42,500 Class A Ordinary Shares, representing 1.33% of that class. Xingji is wholly owned by chief financial officer and director Pingting Zhang, who reports no Class A shares beneficially owned in her own name.

Item 3 describes multiple issuances and disposals of Class A and Class B Shares between the issuer and Xingji. As of July 23, 2026, Xingji held 42,500 Class A Shares and 2,032,500 Class B Shares. The reporting persons note no additional contracts regarding these securities other than a Subscription Agreement and their Joint Filing Agreement.

Filing Explained

Although labeled a major-shareholder acquisition above 5%, this Schedule 13D reports Xingji Zhangpingting Limited holding 1.33% of Class A shares, so the filing does not establish ownership above 5% or a stated transaction purpose.

Key Figures

Class A shares beneficially owned: 42,500 Class A Ordinary Shares Class A ownership percentage: 1.33% Class B shares held: 2,032,500 Class B Shares +3 more

6 metrics

Class A shares beneficially owned 42,500 Class A Ordinary Shares Beneficially owned by Xingji Zhangpingting Limited, representing 1.33% of Class A

Class A ownership percentage 1.33% Percentage of Class A Ordinary Shares held by Xingji Zhangpingting Limited

Class B shares held 2,032,500 Class B Shares Held by Xingji Zhangpingting Limited as of July 23, 2026

Class B shares received 1,300,000 Class B Shares Received by Xingji Zhangpingting Limited from Star Fashion Culture on October 12, 2023

Class A shares disposed 1,700,000 Class A Shares Disposed of by Xingji Zhangpingting Limited as of March 13, 2026

Class B shares received 2,000,000 Class B Shares Received by Xingji Zhangpingting Limited from Star Fashion Culture on July 22, 2026

Key Terms

beneficially owned, Sole Voting Power, Dispositive Power, Subscription Agreement, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 42,500.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Dispositive Power financial

"9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power 42,500.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Subscription Agreement regulatory

"The Form of Subscription Agreement (incorporated by reference to Exhibit 99.1)"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Joint Filing Agreement regulatory

"Joint Filing Agreement among the Reporting Persons."

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Available on EDGAR 08/04/2026 - 07:54 AM Accepted by SEC EDGAR 08/04/2026 - 07:54 AM Learn about SEC filing dates

FAQ

What Class A stake does Xingji Zhangpingting Limited report in Star Fashion Culture (STFS)?

Xingji Zhangpingting Limited reports beneficial ownership of 42,500 Class A Ordinary Shares, equal to 1.33% of that class. Xingji is wholly owned by Star Fashion Culture’s chief financial officer and director, Ms. Pingting Zhang, giving her indirect exposure through this British Virgin Islands entity.

Does Pingting Zhang personally own Star Fashion Culture (STFS) Class A shares in this filing?

Pingting Zhang reports 0 Class A Ordinary Shares beneficially owned in her own name, representing 0% of the class. However, she owns all issued share capital of Xingji Zhangpingting Limited, which itself holds 42,500 Class A Shares reported separately in the Schedule 13D.

How many Star Fashion Culture (STFS) Class B shares does Xingji hold as of July 23, 2026?

As of July 23, 2026, Xingji Zhangpingting Limited held 2,032,500 Class B Shares of Star Fashion Culture Holdings Limited. These holdings follow several transactions in Class B Shares described in Item 3, including issuances from the issuer and subsequent disposals over time.

What Star Fashion Culture (STFS) share transactions involving Xingji are described?

The disclosure lists Xingji receiving 1,300,000 Class B Shares on October 12, 2023; by March 13, 2026 receiving 32,500 Class B and 42,500 Class A Shares; disposing of 1,300,000 Class B and 1,700,000 Class A; and receiving 2,000,000 Class B Shares on July 22, 2026.

What percentage of Star Fashion Culture (STFS) Class A shares does 42,500 represent?

The filing states that 42,500 Class A Ordinary Shares represent 1.33% of Star Fashion Culture’s issued Class A shares. This percentage relates specifically to the Class A Ordinary Shares and is attributed to Xingji Zhangpingting Limited as the reporting holder.

Are there special agreements related to Star Fashion Culture (STFS) securities in this disclosure?

The disclosure references a Form of Subscription Agreement, incorporated by reference from a prior Form 6-K, and a Joint Filing Agreement among the reporting persons. Aside from these described agreements, it states there are no other contracts or arrangements regarding the issuer’s securities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Star Fashion Culture Holdings Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0004 per share

(Title of Class of Securities)

G8437Q127

(CUSIP Number)

Pingting Zhang
12F, No.611, Sishui Road, Huli District
Xiamen, F4, 361000
086 13063138565

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/24/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G8437Q127

1

Name of reporting person

Pingting Zhang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): G8437Q127

1

Name of reporting person

Xingji Zhangpingting Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 42,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 42,500.00

11

Aggregate amount beneficially owned by each reporting person

42,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.33 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value US$0.0004 per share
(b)	Name of Issuer: Star Fashion Culture Holdings Limited
(c)	Address of Issuer's Principal Executive Offices: 12F, No.611, Sishui Road, Huli District, Xiamen, CHINA , 361000.
Item 2.	Identity and Background
(a)	Pingting Zhang and the Company Xingji Zhangpingting Limited are collectively referred to herein as "Reporting Persons," and each, a "Reporting Person." This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit 2. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k). Ms. Pingting Zhang, the Chief Financial Officer, and a Director of the Company, owns the entire issued share capital of Xingji Zhangpingting Limited. Xingji Zhangpingting Limited, a company incorporated in British Virgin Islands with limited liability, holds 1.33% of the Class A issued shares of the Company.
(b)	The business address of the Reporting Persons is 12F, No.611, Sishui Road, Huli District, Xiamen, People's Republic of China
(c)	The registered office address of the Reporting Persons is listed as No. 17-4, Benjike, Xincun Road, Huafeng Town, Hua'an County, Fujian Province, China and Craigmuir Chambers, Road Town, Tortola VG l1o,British Virgin Islands.
(d)	During the last five years, none of the Reporting Persons nor, to the best knowledge of the applicable Reporting Persons, any of their respective directors or executive officers, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws
(e)	During the last five years, none of the Reporting Persons nor, to the best knowledge of the applicable Reporting Persons, any of their respective directors or executive officers, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	China
Item 3.	Source and Amount of Funds or Other Consideration
	Ms. Pingting Zhang, the Chief Financial Officer, and a Director of the Company, owns the entire issued share capital of Xingji Zhangpingting Limited. Xingji Zhangpingting Limited, a company incorporated in British Virgin Islands with limited liability, holds 1.33% of the Class A issued shares of the Company. Xingji Zhangpingting Limited, a company incorporated in the BVI with limited liability, received 1,300,000 Class B Shares from Star Fashion Culture Holdings Limited on October 12, 2023. As at March 13 2026, Xingji Zhangpingting Limited received 32,500 Class B Shares and 42,500 Class A Shares from Star Fashion Culture Holdings Limited. As at March 13 2026, Xingji Zhangpingting Limited disposed of 1,300,000 Class B Shares and 1,700,000 Class A Shares from Star Fashion Culture Holdings Limited. As at July 22 2026, Xingji Zhangpingting Limited received 2,000,000 Class B Shares from Star Fashion Culture Holdings Limited. As of July 23 2026, Xingji Zhangpingting Limited held 42,500 Class A Shares and 2,032,500 Class B Shares from Star Fashion Culture Holdings Limited.
Item 4.	Purpose of Transaction
	Not Applicable
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Persons with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of Ordinary Shares (including, but not limited to, footnotes to such information) are incorporated herein by reference. The responses of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of Ordinary Shares as to which the Reporting Persons referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference.
(b)	The responses of the Reporting Persons with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of Ordinary Shares (including, but not limited to, footnotes to such information) are incorporated herein by reference. The responses of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of Ordinary Shares as to which the Reporting Persons referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference.
(c)	Except as set forth in this Statement, the Reporting Persons have not, to the best of their knowledge, engaged in any transaction with respect to the Issuer's Ordinary Shares during the sixty days prior to the date of filing this Statement.
(d)	Except as described in Item 3, no person other than the Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer's Ordinary Shares beneficially owned by the Reporting Person as reported in this Statement.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between such Reporting Person and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1.The Form of Subscription Agreement (incorporated by reference to Exhibit 99.1 to the Issuer's Form 6-K filed on July 28, 2026). 2.Joint Filing Agreement among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pingting Zhang

Signature:	/s/ Pingting Zhang
Name/Title:	Chief Financial Officer
Date:	08/04/2026

Xingji Zhangpingting Limited

Signature:	/s/ Pingting Zhang
Name/Title:	Director
Date:	08/04/2026