Exhibit 99.8
STAR FASHION CULTURE HOLDINGS LIMITED
12F, No.611, Sishui Road
Huli District,
Xiamen
People’s Republic of China
July 22, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| | Re: | Star Fashion Culture Holdings Limited |
| | | Amendment No. 2 to Registration Statement on Form F-1 |
| | | Request for Waiver and Representation under Item 8.A.4 of Form 20-F |
Ladies and Gentlemen:
The undersigned, Star Fashion Culture Holdings Limited., a corporation with limited liability organized under the laws of Cayman Islands (the “Company”), is submitting this letter to the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s draft registration statement on Form F-1, initially submitted on June 14, 2024 (the “Registration Statement”), relating to a proposed initial public offering and listing in the United States of the Company’s Class A Ordinary Shares.
The Company has included in the Registration Statement its audited financial statements, prepared in accordance with accounting principles generally accepted in the United States, as of June 30, 2023 and 2022, and for each of the fiscal years ended June 30, 2023 and 2022, and unaudited interim financial statements as of December 31, 2023, and for each of the six-months period ended December 31, 2023 and 2022.
The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F (the “Waiver Request”), which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the filing (the “12-Month Requirement”).
The Company is submitting this Waiver Request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” In addition, in International Reporting and Disclosure Issues in the Division of Corporation Finance, dated November 1, 2004 (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm at Section III.B.c), staff of the Commission notes that:
“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”
In connection with the Waiver Request, the Company represents to the Commission that:
| 1. | The Company is not currently a public reporting company in any jurisdiction. |
| 2. | The Company is not required by any jurisdiction outside the United States to prepare financial statements audited under any generally accepted auditing standards for any interim period. |
| 3. | Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company. |
| 4. | The Company does not anticipate that its audited financial statements for the year ended June 30, 2024 will be available until October 2024. |
| 5. | In no event will the Company seek effectiveness of its registration statement on Form F-1 if its audited financial statements are older than 15 months at the time of the Company’s initial public offering. |
The Company has submitted this letter as Exhibit 99.8 to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.
| | Sincerely, |
| | |
| | STAR FASHION CULTURE HOLDINGS LIMITED |
| | | |
| | By: | /s/ Liu Xiaohua |
| | Name: | Liu Xiaohua |
| | Title: | Chief Executive Officer |
