Star Fashion Culture (STFS) issues 2,000,000 Class B shares for $2,600,000

Rhea-AI Filing Summary

Xingji Zhangpingting Limited, a British Virgin Islands company of which Chief Financial Officer and Director Pingting Zhang owns the entire issued share capital, reports beneficial ownership of 2,032,500 Class B Ordinary Shares of Star Fashion Culture Holdings Limited, representing 63.64% of that share class.

On July 22, 2026, Star Fashion Culture Holdings Limited entered into a subscription agreement with Xingji Zhangpingting Limited to issue and sell 2,000,000 Class B Ordinary Shares for a total purchase price of $2,600,000. Following the described issuances and disposals, Xingji Zhangpingting Limited held 42,500 Class A Shares and 2,032,500 Class B Shares as of July 23, 2026, while Pingting Zhang’s own reported beneficial ownership is 0 shares.

Key Figures

Class B shares beneficially owned: 2,032,500 Class B Ordinary Shares Ownership percentage of Class B: 63.64 % Subscription shares purchased: 2,000,000 Class B Ordinary Shares +4 more

7 metrics

Class B shares beneficially owned 2,032,500 Class B Ordinary Shares Beneficially owned by Xingji Zhangpingting Limited as of July 23, 2026

Ownership percentage of Class B 63.64 % Percent of Class B Ordinary Shares represented by 2,032,500 shares

Subscription shares purchased 2,000,000 Class B Ordinary Shares Number of Class B shares to be issued and sold under the July 22, 2026 subscription agreement

Total subscription purchase price $2,600,000 Aggregate purchase price for 2,000,000 Class B Ordinary Shares under the subscription agreement

Class A shares held by Xingji 42,500 Class A Shares Held by Xingji Zhangpingting Limited as of July 23, 2026

Class B shares disposed 1,300,000 Class B Shares Disposed of by Xingji Zhangpingting Limited as of March 13, 2026

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

Key Terms

Class B Ordinary Shares, beneficially owned, subscription agreement, sole voting power, +1 more

5 terms

Class B Ordinary Shares financial

"Title of Class of Securities: Class B Ordinary Shares, par value US$0.0004 per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

beneficially owned regulatory

"11Aggregate amount beneficially owned by each reporting person 2,032,500.00"

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.

subscription agreement financial

"entered into a subscription agreement (the "Agreement") with Xingji Zhangpingting Limited"

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.

sole voting power regulatory

"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.

shared dispositive power regulatory

"10 | Shared Dispositive Power 2,032,500.00"

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Available on EDGAR 08/04/2026 - 07:57 AM Accepted by SEC EDGAR 08/04/2026 - 07:57 AM Learn about SEC filing dates

FAQ

What ownership stake in STFS does Xingji Zhangpingting Limited report?

Xingji Zhangpingting Limited reports beneficial ownership of 2,032,500 Class B shares, equal to 63.64% of that class. This position reflects issuances and disposals through October 2023, March 2026 and a July 22, 2026 subscription agreement with Star Fashion Culture Holdings Limited.

Who is Pingting Zhang in relation to Star Fashion Culture Holdings (STFS) and Xingji Zhangpingting Limited?

Pingting Zhang is the Chief Financial Officer and a Director of Star Fashion Culture Holdings Limited and owns all issued share capital of Xingji Zhangpingting Limited. Despite this, she reports 0 shares beneficially owned in her individual capacity on this Schedule 13D.

What are the key terms of the July 22, 2026 subscription agreement for STFS?

Under the July 22, 2026 subscription agreement, Star Fashion Culture Holdings Limited agreed to issue and sell 2,000,000 Class B Ordinary Shares to Xingji Zhangpingting Limited for a total purchase price of $2,600,000. The agreement is incorporated by reference as an exhibit.

How many STFS Class A and Class B shares does Xingji Zhangpingting Limited hold after the reported transactions?

As of July 23, 2026, Xingji Zhangpingting Limited holds 42,500 Class A Shares and 2,032,500 Class B Shares of Star Fashion Culture Holdings Limited. These balances follow earlier receipts, disposals, and the July 22, 2026 subscription for 2,000,000 Class B shares.

What prior share issuances and disposals involving STFS and Xingji Zhangpingting Limited are disclosed?

Disclosed transactions include receipt of 1,300,000 Class B shares on October 12, 2023, receipt of 32,500 Class B and 42,500 Class A shares by March 13, 2026, and disposal of 1,300,000 Class B and 1,700,000 Class A shares as of March 13, 2026.

What is the purpose of the Schedule 13D filed regarding STFS?

The Schedule 13D jointly filed by Pingting Zhang and Xingji Zhangpingting Limited discloses their beneficial ownership and control over Star Fashion Culture Holdings Limited’s Class B Ordinary Shares, including the impact of the 2,000,000-share subscription and resulting 63.64% Class B ownership.

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 B 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 2,032,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,032,500.00

11

Aggregate amount beneficially owned by each reporting person

2,032,500.00

12

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

13

Percent of class represented by amount in Row (11)

63.64 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B 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 63.64% of the Class B 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 63.64% of the Class B 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
	On July 22, 2026, the Company entered into entered into a subscription agreement (the "Agreement") with Xingji Zhangpingting Limited ("Purchaser") , pursuant to which the Company desires to issue and sell to such Purchaser, and such Purchaser desires to purchase from the Company 2,000,000 Class B Ordinary Shares for a total purchase price of $2,600,000, which is attached as Exhibit 1 hereto, and is incorporated herein by reference.
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