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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Star Fashion Culture Holdings Limited (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0004 per share (Title of Class of Securities) |
(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) |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
1.33 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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.
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