MNSO 6-K
MINISO Group Holding Ltd (MNSO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATEISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-39601
MINISO Group Holding Limited
8F, M Plaza, No. 109, Pazhou Avenue
Haizhu District, Guangzhou 510000, Guangdong Province
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MINISO Group Holding Limited | ||
|---|---|---|
| By | : | /s/ Jingjing Zhang |
| Name | : | Jingjing Zhang |
| Title | : | Chief Financial Officer |
Date: September 26, 2025
Exhibit 99.1
Hong Kong Exchangesand Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising fromor in reliance upon the whole or any part of the contents of this announcement.
This announcementis for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities nor isit calculated to invite any such offer or invitation. In particular, this announcement does not constitute and is not an offer to sellor an invitation or a solicitation of any offer to buy or subscribe for any securities in Hong Kong, the United States of America orelsewhere.
MINISO GroupHolding Limited (the “Company”) has not intended and does not intend to register any securities referred to in thisannouncement under the United States Securities Act of 1933, as amended (the “US Securities Act”) and such securitiesmay not be offered or sold in the United States of America absent registration under the US Securities Act or an applicable exemptionfrom the registration requirements under the US Securities Act or any applicable state securities laws of the United States of America.Any public offering of securities in the United States of America will be made by means of a prospectus or offering memorandum that maybe obtained from the issuer or selling security holder and that would contain detailed information regarding the issuer and its management,as well as financial statements. The Company does not intend to register any part of the offering in the United States of America orto conduct a public offering of securities in the United States of America.
MINISOGroup Holding Limited
名創優品集團控股有限公司
(Acompany incorporated in the Cayman Islands with limited liability)
(StockCode: 9896)
PROPOSEDSPIN-OFF AND SEPARATE LISTING OF
TOPTOY INTERNATIONAL GROUP LIMITED
ONTHE MAIN BOARD OF
THESTOCK EXCHANGE OF HONG KONG LIMITED
AND
CONDITIONALDISTRIBUTION IN SPECIE
| This announcement<br> is made pursuant to Part XIVA of SFO, PN15 and Rule 13.09(2) of the Listing Rules.<br><br> <br><br><br> <br>The Board is<br> pleased to announce that the Company intends to spin-off TOP TOY, a subsidiary of the Company, by way of a separate listing of the<br> TOP TOY Shares on the Main Board of the Hong Kong Stock Exchange. The Company submitted a spin-off proposal to the Hong Kong Stock<br> Exchange pursuant to PN15 in relation to the Proposed Spin-off and the Hong Kong Stock Exchange has confirmed that the Company may<br> proceed with the Proposed Spin-off. |
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| On September 26, 2025, TOP<br> TOY, through its Joint Sponsors, submitted a listing application form (Form A1) to the Stock Exchange to apply for the approval<br> of the listing of, and permission to deal in, the TOP TOY Shares on the Main Board of the Hong Kong Stock Exchange.<br><br> <br><br><br> <br>It is currently<br> proposed that the Proposed Spin-off will be effected by way of the Global Offering and the Distribution. Upon completion of the Proposed<br> Spin-off, TOP TOY will remain as a subsidiary of the Company.<br><br> <br><br><br> <br>Details in<br> respect of the Proposed Spin-off, including the size and structure of the Global Offering and the Distribution, have not yet been<br> finalised.<br><br> <br><br><br> <br>The Proposed Spin-off is subject to, among other things, the obtaining of an approval from the Listing Committee of the Hong Kong Stock Exchange for listing of, and permission to deal in, the TOP TOY Shares, the completion of the filing with the China Securities Regulatory Commission for the listing and offering of TOP TOY Shares, and the final decisions of the Board and of the board of directors and shareholders of TOP TOY, market conditions and other considerations, as applicable. Shareholders and potential investors of the Company should be aware that there is no assurance that the Proposed Spin-off will take place or as to when it may take place. Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.<br><br> <br><br><br> <br>Further announcement(s) will<br> be made by the Company in relation to the Proposed Spin-off as and when appropriate. |
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This announcement is made pursuant to Part XIVA of SFO, PN15 and Rule 13.09(2) of the Listing Rules.
INTRODUCTION
The Board is pleased to announce that the Company intends to spin-off TOP TOY, a subsidiary of the Company, by way of a separate listing of the TOP TOY Shares on the Main Board of the Hong Kong Stock Exchange. The Company submitted a spin-off proposal to the Hong Kong Stock Exchange pursuant to PN15 in relation to the Proposed Spin-off and the Hong Kong Stock Exchange has confirmed that the Company may proceed with the Proposed Spin-off.
On September 26, 2025, TOP TOY, through its Joint Sponsors, submitted a listing application form (Form A1) to the Hong Kong Stock Exchange to apply for the approval of the listing of, and permission to deal in, the TOP TOY Shares on the Main Board of the Hong Kong Stock Exchange.
INFORMATION OF TOP TOY GROUP
TOP TOY was incorporated in the Cayman Islands on April 24, 2025. TOP TOY Group is a pop toy collection company which is principally engaged in the design, development, procurement, and sale of pop toys.
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THE PROPOSED SPIN-OFF
It is currently proposed that the Proposed Spin-off will be effected by way of the Global Offering and the Distribution. Details in respect of the Proposed Spin-off, including the size and structure of the Global Offering and the Distribution, have not yet been finalized. Upon completion of the Proposed Spin-off, TOP TOY will remain as a subsidiary of the Company.
REASONS FOR AND BENEFITS OF THE PROPOSEDSPIN-OFF
The Board considers that the Proposed Spin-off will be beneficial to both the Company and TOP TOY Group for the following reasons, among others:
| (a) | the Proposed<br> Spin-off could better reflect the value of TOP TOY Group on its own merits and increase its operational and financial transparency<br> through which investors would be able to appraise and assess the performance and potential of TOP TOY Group separately and distinctly<br> from us; |
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| (b) | the Proposed<br> Spin-off would enable TOP TOY’s business to be appealing to an investor base that forecasts high growth opportunities in the<br> pop toy business, which is relatively more distinct from our global lifestyle retailer focus; |
| --- | --- |
| (c) | the value<br> of TOP TOY Group is expected to be enhanced through the Proposed Spin-off which will in turn benefit the Company as a Controlling<br> Shareholder of TOP TOY from any potential upside in the businesses to be owned by TOP TOY Group through consolidation of financial<br> results generated by TOP TOY Group, given that the Proposed Spin-off will: |
| --- | --- |
| (i) | enhance<br> TOP TOY’s standalone profile as a dedicated pop toy collection brand, which will help accelerate its business growth, especially<br> among external customers; |
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| (ii) | enable<br> TOP TOY to directly and independently access both equity and debt capital markets in the future on a standalone basis should the<br> need arises, as well as further enhance TOP TOY’s ability to secure credit facilities; |
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| (iii) | lead to<br> a more direct alignment of TOP TOY management’s responsibilities and accountability with its operating and financial performance.<br> This is expected to result in enhanced management focus, which should in turn lead to improved decision-making processes, faster<br> response time to market changes and increased operational efficiency. The management of TOP TOY will be under heightened scrutiny<br> from the investor community and it will be possible to measure their performance against the stock market performance of TOP TOY.<br> It will also be possible to link management incentives to such performance, thereby increasing management motivation and commitment;<br> and |
| --- | --- |
| (iv) | provide<br> clarity of the credit profile of TOP TOY Group for rating agencies and financial institutions that wish to analyze and lend against<br> the credit of its business. |
| --- | --- |
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INFORMATION OF THE COMPANY
The Company is a company incorporated in the Cayman Islands on January 7, 2020, as an exempted company with limited liability under the Companies Law of the Cayman Islands. The Company is a global value retailer offering a variety of trendy lifestyle products featuring IP design. Our MINISO product offering spans across 11 major categories, including home decor, small electronics, textile, accessories, beauty tools, toys, cosmetics, personal care, snacks, fragrance and perfumes, stationery and gifts.
LISTING RULES IMPLICATION
The Proposed Spin-off will be effected by way of the Global Offering and the Distribution. The Distribution does not constitute a transaction for the Company under Chapter 14 of the Listing Rules. The Global Offering constitutes a deemed disposal of interest in a subsidiary of the Company under Rule 14.29 of the Listing Rules. As it is expected that one or more applicable percentage ratios under the Listing Rules may exceed 5% but are less than 25%, the Proposed Spin-off may constitute a disclosable transaction of the Company under Chapter 14 of the Listing Rules, but will not be subject to the Shareholders’ approval requirement. This announcement is published in accordance with PN15. The Company will make further announcement(s) pursuant to Chapter 14 of the Listing Rules when appropriate.
ASSURED ENTITLEMENT AND FURTHER ANNOUNCEMENT
According to the assured entitlement requirements under PN15 and in giving due regard to the interests of the Shareholders, the Board intends to effect the Distribution in accordance with the articles of association of the Company and all relevant laws and regulations, subject to certain conditions. Details of such assured entitlement have not yet been finalised. The Company will make further announcement(s) in this regard as and when appropriate.
GENERAL
A redacted version of the Application Proof is expected to be available for viewing and downloading on the Hong Kong Stock Exchange’s website at http://www.hkexnews.hk/app/appindex.html. Shareholders should note that the Application Proof is in draft form and the information contained in it is subject to change which may be material.
The ProposedSpin-off is subject to, among other things, the obtaining of an approval from the Listing Committee of the Hong Kong Stock Exchange forlisting of, and permission to deal in, the TOP TOY Shares, the completion of the filing with the China Securities Regulatory Commissionfor the listing and offering of TOP TOY Shares, and the final decisions of the Board and of the board of directors and shareholders ofTOP TOY, market conditions and other considerations, as applicable. Shareholders and potential investors of the Company should be awarethat there is no assurance that the Proposed Spin-off will take place or as to when it may take place. Shareholders and potential investorsof the Company are reminded to exercise caution when dealing in the securities of the Company.
Further announcement(s) will be made by the Company in relation to the Proposed Spin-off as and when appropriate.
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DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
| “ADS(s)” | American<br> Depositary Share(s), each of which represents four shares |
|---|---|
| “Application<br> Proof” | the<br> redacted version of the application proof of the listing document of TOP TOY |
| “Board” | the<br> board of Directors |
| “China<br> Clear” | China<br> Securities Depository and Clearing Corporation Limited (中國 證券登記結算有限公司) |
| “Company” | MINISO<br> Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability, with its Shares<br> listed on the main board of the Hong Kong Stock Exchange |
| “Controlling<br> Shareholder(s)” | has<br> the meaning ascribed to it under the Listing Rules |
| “Director(s)” | the<br> director(s) of the Company |
| “Distribution” | the<br> distribution in specie of certain TOP TOY Shares to the Qualifying Shareholders as a special dividend to be declared by the Company,<br> subject to completion of the Proposed Spin-off and fulfillment of some other conditions |
| “Form of<br> Election” | the<br> form of election to be completed by Qualifying Shareholders pursuant to which each Qualifying Shareholder may elect to receive a<br> cash payment in lieu of the TOP TOY Shares to which they are entitled |
| “Global<br> Offering” | the<br> Hong Kong Public Offering and the International Offering |
| “Group” | the<br> Company and its subsidiaries |
| “Hong<br> Kong” | the<br> Hong Kong Special Administrative Region of the People’s Republic of China |
| “Hong<br> Kong Public Offering” | the<br> offer of the TOP TOY Shares for subscription by the public in Hong Kong |
| “Hong<br> Kong Stock Exchange” | The<br> Stock Exchange of Hong Kong Limited |
| “International<br> Offering” | the<br> placing of the TOP TOY Shares to professional and institutional investors |
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| “Joint<br> Sponsors” | UBS<br> Securities Hong Kong Limited, J.P. Morgan Securities (Far East) Limited and CITIC Securities (Hong Kong) Limited |
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| “Listing<br> Committee” | the<br> Listing Committee of the Hong Kong Stock Exchange |
| “Listing<br> Rules” | the<br> Rules Governing the Listing of Securities on the Hong Kong Stock Exchange |
| “Non-Qualifying<br> Shareholders” | Shareholders<br> who are, on the Record Date, (i) resident or domiciled in jurisdictions outside Hong Kong where the Board, after making due<br> enquiry, considers their exclusion from receiving the TOP TOY Shares under the Distribution to be necessary or expedient on account<br> of either the legal restrictions under the laws of the relevant place or the requirements of a regulatory body or stock exchange<br> in that place; (ii) without limiting the generality of the foregoing, located in the U.S. or who are otherwise ineligible in<br> order for the proposed Distribution to qualify for the relevant exemptions from SEC registration; and (iii) unable to make the<br> certifications required in the Form of Election in order to be entitled to receive the TOP TOY Shares. Non-Qualifying Shareholders<br> will receive cash payment in lieu of the TOP TOY Shares to which they are entitled. ADS holders, who hold the Company’s ADSs<br> through the ADS depositary bank, will receive cash payment through the depositary bank, which is a Non-Qualifying Shareholder |
| “PN15” | Practice<br> Note 15 to the Listing Rules |
| “Proposed<br> Spin-off” | the<br> proposed spin-off and separate listing of the TOP TOY Shares on the Main Board of the Hong Kong Stock Exchange |
| “PRC<br> Stock Connect Investors” | the<br> PRC southbound trading investors through Shanghai-Hong Kong Stock Connect and/or Shenzhen-Hong Kong Stock Connect who hold the Shares<br> through China Clear as nominee |
| “Qualifying<br> Shareholders” | Shareholders<br> whose names appeared on the register of members of the Company on the Record Date (which include PRC Stock Connect Investors who<br> will receive TOP TOY Shares through China Clear as part of the Distribution), other than Non-Qualifying Shareholders |
| “Record<br> Date” | the<br> record date for ascertaining the Qualifying Shareholders who shall be entitled to the Distribution |
| “SEC” | the<br> U.S. Securities and Exchange Commission |
| “SFO” | the<br> Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time |
| “Share(s)” | ordinary<br> share(s) of nominal value of US$0.00001 each in the capital of the Company |
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| “Shareholder(s)” | holder(s) of<br> the Share(s) |
|---|---|
| “subsidiary(ies)” | has<br> the meaning ascribed to it under the Listing Rules |
| “TOP<br> TOY” | TOP<br> TOY International Group Limited, a company incorporated in the Cayman Islands with limited liability on April 24, 2025 |
| “TOP<br> TOY Group” | TOP<br> TOY and its subsidiaries from time to time, including where the context otherwise requires, any companies and businesses transferred<br> to TOP TOY Group as part of its reorganization in preparation for the Proposed Spin-off (as the case may be) |
| “TOP<br> TOY Shares” | the<br> ordinary share(s) with a par value of US$0.00001 each of TOP TOY |
| By Order of the Board<br><br>MINISO Group Holding LimitedMr. YE GuofuExecutive Director and Chairman | |
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Hong Kong, September 26, 2025
As of the dateof this announcement, the Board comprises Mr. YE Guofu as executive Director, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANGYongping as independent non-executive Directors.
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