MINISO Group Holding Ltd 6-K, filed Oct 19, 2022
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on October 19, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2022
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 ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Exhibit Index
Exhibit 99.2 — Notice of Annual General Meeting
Exhibit 99.3 — Annual General Meeting Circular
Exhibit 99.4 — Form of Proxy for Annual General Meeting
Exhibit 99.5 — 2022 Hong Kong Annual Report
Exhibit 99.6 — 2022 Environmental, Social and Governance Report
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/ Saiyin Zhang | |
| Name: | Saiyin Zhang | |
| Title: | Director and Chief Financial Officer | |
Date: October 19, 2022
Exhibit 99.1
MINISO Announces Annual General Meeting on December 7, 2022 and Filing of Annual Report on Form 20-F
GUANGZHOU, China, October 19, 2022 /PRNewswire/ -- MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global value retailer offering a variety of design-led lifestyle products, today announced that it will hold an annual general meeting of the Company’s shareholders (the “AGM”) at 9:00 a.m. on December 7, 2022 at 16F, Building A, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou, Guangdong Province, the People’s Republic of China, for the purposes of considering and, if thought fit, passing each of the proposed resolutions set forth in the notice of the AGM (the “AGM Notice”). The AGM Notice and the form of proxy for the AGM are available on the Company’s website at http://ir.miniso.com.
Holders of record of ordinary shares of the Company at the close of business on November 7, 2022, Hong Kong time, are entitled to notice of and to attend and vote at the AGM or any adjournment or postponement thereof. Holders of record of ADSs as of the close of business on November 7, 2022, New York time, who wish to exercise their voting rights for the underlying ordinary shares must give voting instructions to The Bank of New York Mellon, the depositary of the ADSs.
The Company also announced today that it has filed its annual report on Form 20-F for the fiscal year ended June 30, 2022 with the United States Securities and Exchange Commission (the “SEC”). The annual report on Form 20-F, which contains the Company’s audited consolidated financial statements, can be accessed on the SEC’s website at http://www.sec.gov as well as through the Company’s investor relations website at https://ir.miniso.com/.
The Company will provide a hard copy of its annual report containing the audited consolidated financial statements, free of charge, to its shareholders and ADS holders upon request. Requests should be directed to Investor Relations Department, MINISO Group Holding Limited, 8F, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou, Guangdong Province, the People’s Republic of China.
The Company has also published the same annual report today for Hong Kong purposes pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HKEx”), which can be accessed on the Company’s investor relations website at https://ir.miniso.com/ as well as the HKEx’s website at http://www.hkexnews.hk.
About MINISO Group
MINISO Group is a global value retailer offering a variety of design-led lifestyle products. The Company serves consumers primarily through its large network of MINISO stores, and promotes a relaxing, treasure-hunting and engaging shopping experience full of delightful surprises that appeals to all demographics. Aesthetically pleasing design, quality and affordability are at the core of every product in MINISO’s wide product portfolio, and the Company continually and frequently rolls out products with these qualities. Since the opening of its first store in China in 2013, the Company has built its flagship brand “MINISO” as a globally recognized retail brand and established a massive store network worldwide. For more information, please visit https://ir.miniso.com/.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. MINISO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about MINISO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: MINISO’s mission, goals and strategies; future business development, financial conditions and results of operations; the expected growth of the retail market and the market of branded variety retail of lifestyle products in China and globally; expectations regarding demand for and market acceptance of MINISO’s products; expectations regarding MINISO’s relationships with consumers, suppliers, MINISO Retail Partners, local distributors, and other business partners; competition in the industry; proposed use of proceeds; and relevant government policies and regulations relating to MINISO’s business and the industry. Further information regarding these and other risks is included in MINISO’s filings with the SEC and the Hong Kong Stock Exchange. All information provided in this press release and in the attachments is as of the date of this press release, and MINISO undertakes no obligation to update any forward-looking statement, except as required under applicable law.
Investor Relations Contact:
Raine Hu
MINISO Group Holding Limited
Email: ir@miniso.com
Phone: +86 (20) 36228788 Ext. 8039
2
Exhibit 99.2
NOTICE OF THE ANNUAL GENERAL MEETING
MINISO Group Holding Limited
名創優品集團控股有限公司
(A company incorporated in the Cayman Islands with limited liability)
(Stock Code: 9896)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Annual General Meeting”) of MINISO Group Holding Limited (the “Company”) will be held at 16F, Building A, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou, Guangdong Province, the People’s Republic of China on Wednesday, December 7, 2022 at 9:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
| 1. | To receive and adopt the audited consolidated financial statements of the Company for the year ended June 30, 2022 and the reports of the directors and auditor thereon. |
| 2. | (A) | To re-elect the following directors of the Company (the “Directors”): |
| (i) | To re-elect Mr. Li Minxin as an executive Director; and |
| (ii) | To re-elect Mr. Zhang Saiyin as an executive Director. |
| (B) | To authorise the board of Directors to fix the remuneration of the Directors. |
| 3. | To re-appoint KPMG as auditor of the Company and authorise the board of Directors to fix its remuneration for the year ending June 30, 2023. |
| 4. | To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions: |
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NOTICE OF THE ANNUAL GENERAL MEETING
| (A) | “That: |
| (i) | subject to paragraph (iii) below, pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of the Hong Kong Limited (the “Hong Kong Stock Exchange”), a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined hereinafter) to exercise all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company); |
| (ii) | the mandate in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such powers after the end of the Relevant Period; |
| (iii) | the aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to: |
| (a) | any Rights Issue (as defined hereinafter); |
| (b) | the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares of the Company; |
| (c) | the vesting of restricted shares and restricted share units granted or to be granted pursuant to the share incentive plan of the Company; |
| (d) | any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or |
| (e) | a specific authority granted by the Shareholders of the Company in general meeting, shall not exceed 20% of the total number of issued Shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares of the Company into a smaller or larger number of Shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly. |
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NOTICE OF THE ANNUAL GENERAL MEETING
| (iv) | for the purpose of this resolution: |
| (a) | “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: |
| (1) | the conclusion of the next annual general meeting of the Company; |
| (2) | the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and |
| (3) | the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and |
| (b) | “Rights Issue” means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction, any recognised regulatory body or any stock exchange applicable to the Company).” |
| (B) | “That: |
| (i) | subject to paragraph (ii) of this resolution, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined hereinafter) to exercise all the powers of the Company to repurchase shares of the Company on the Hong Kong Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange and, subject to and in accordance with all applicable laws, rules and regulations; |
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NOTICE OF THE ANNUAL GENERAL MEETING
| (ii) | the aggregate number of shares to be repurchased pursuant to the mandate in paragraph (i) of this resolution shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (i) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation and subdivision shall be the same, and the mandate shall be limited accordingly; and |
| (iii) | for the purpose of this resolution: |
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
| (a) | the conclusion of the next annual general meeting of the Company; |
| (b) | the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and |
| (c) | the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.” |
| (C) | “That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company and to make or grant offers, agreements and/or options which might require the exercise of such powers pursuant to the resolution numbered 4(A) set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the number of shares of the Company repurchased by the Company under the mandate granted pursuant to the resolution numbered 4(B) set out in this notice, provided that such extended amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of the said resolution.” |
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NOTICE OF THE ANNUAL GENERAL MEETING
SHARES RECORD DATE AND ADS RECORD DATE
The board of Directors has fixed the close of business on November 7, 2022 (Hong Kong time) as the record date (the “Share Record Date”) of the Company’s shares. Holders of record of the Company’s shares (as of the Share Record Date) are entitled to attend and vote at the Annual General Meeting and any adjourned meeting thereof.
Holders of American depositary shares (the “ADSs”) as of the close of business on November 7, 2022 (New York time) (the “ADS Record Date,” together with the Share Record Date, the “Record Dates”), who wish to exercise their voting rights for the underlying shares must give voting instructions either directly to The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly on the books and records of The Bank of New York Mellon, or indirectly through a bank, brokerage or other securities intermediary if ADSs are held by any of them on behalf of holders, as the case may be.
ATTENDING THE ANNUAL GENERAL MEETING
Only holders of record of the Company’s shares as of the Share Record Date are entitled to attend and vote at the Annual General Meeting. In order to prevent the spread of the COVID-19 pandemic and to safeguard the health and safety of shareholders, the Company may implement certain precautionary measures at the Annual General Meeting. All officers and agents of the Company reserve the right to refuse any person entry to the Annual General Meeting venue, or to instruct any person to leave the Annual General Meeting venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the Annual General Meeting.
PROXY FORMS AND ADS VOTING CARDS
A holder of the Company’s shares as of the Share Record Date may appoint a proxy to exercise his or her rights at the Annual General Meeting. A holder of ADSs as of the ADS Record Date will need to directly instruct The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly by holders on the books and records of The Bank of New York Mellon, or instruct a holder’s a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be, as to how to vote the shares represented by the ADSs. Please refer to the proxy form (for holders of the shares) which is available on our website at http://ir.miniso.com.
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NOTICE OF THE ANNUAL GENERAL MEETING
Holders of record of the Company’s shares on the Company’s register of members as of the Share Record Date are cordially invited to attend the Annual General Meeting in person. Your vote is important. You are urged to complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of the shares) or your voting instructions to The Bank of New York Mellon, if your ADSs are held directly on the books and records of The Bank of New York Mellon, or to your bank, brokerage or other securities intermediary, if your ADSs are held by any of them on your behalf, as the case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 9:00 a.m. (Hong Kong time) on Monday, December 5, 2022 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the Annual General Meeting; and The Bank of New York Mellon must receive your voting instructions by no later than 12:00 p.m. (New York time) on November 28, 2022 to enable the votes attaching to the shares represented by your ADSs to be cast at the Annual General Meeting.
| By order of the Board | |
| MINISO Group Holding Limited YE Guofu | |
| Executive Director and Chairman |
Hong Kong, October 19, 2022
| Registered office: | Headquarters and principal place of business in China: |
| Maples Corporate Services Limited | 8F, M Plaza |
| PO Box 309, Ugland House | No. 109, Pazhou Avenue |
| Grand Cayman, KY1-1104 | Haizhu District, Guangzhou 510000 |
| Cayman Islands | Guangdong Province |
| China | |
As of the date of this notice, the board of directors of the Company comprises Mr. YE Guofu, Mr. LI Minxin, Mr. ZHANG Saiyin as executive Directors, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.
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Exhibit 99.3
| THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION |
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in MINISO Group Holding Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
MINISO Group Holding Limited
名創優品集團控股有限公司
(A company incorporated in the Cayman Islands with limited liability)
(NYSE: MNSO; Stock Code: 9896)
(1) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES;
(2) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES;
(3) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
(4) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(5) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of MINISO Group Holding Limited (the “Annual General Meeting”) to be held at 16F, Building A, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou, Guangdong Province, the People’s Republic of China on Wednesday, December 7, 2022 at 9:00 a.m. is set out on pages 15 to 20 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (ir.miniso.com).
Holders of record of the Shares on the Company’s register of members as of the close of business on the Share Record Date (Hong Kong time) are cordially invited to attend the Annual General Meeting in person. Holders of the Company’s ADSs as of the close of business on the ADS Record Date (New York time) are cordially invited to submit your voting instructions to The Bank of New York Mellon if ADSs are held directly by holders on the books and records of The Bank of New York Mellon or to a holder’s bank, brokerage or other securities intermediary if ADSs are held by any of them on behalf of holders. Whether or not you propose to attend and vote at the said meeting, please complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of the Shares) or your voting instructions to The Bank of New York Mellon if you hold your ADSs directly on the books and records of The Bank of New York Mellon or to your bank, brokerage, or other securities intermediary if you hold your ADSs indirectly through any of them, as the case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 9:00 a.m. (Hong Kong time) on Monday, December 5, 2022 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the Annual General Meeting; and The Bank of New York Mellon must receive your voting instructions by no later than 12:00 p.m. (New York time) on November 28, 2022 to enable the votes attaching to the Shares represented by your ADSs to be cast at the Annual General Meeting.
This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.
October 19, 2022
| CONTENTS |
| Page | |||
| DEFINITIONS | 1 | ||
| LETTER FROM THE BOARD | |||
| 1. | Introduction | 4 | |
| 2. | Proposed Grant of General Mandate to Issue Shares | 5 | |
| 3. | Proposed Grant of General Mandate to Repurchase Shares | 6 | |
| 4. | Proposed Re-election of Retiring Directors | 6 | |
| 5. | Proposed Re-appointment of Auditor | 7 | |
| 6. | AGM Notice | 7 | |
| 7. | Form of Proxy | 7 | |
| 8. | Voting by Poll | 8 | |
| 9. | Responsibility Statement | 8 | |
| 10. | Recommendation | 8 | |
| 11. | Further Information | 8 | |
| APPENDIX I | – | DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION | 9 |
| APPENDIX II | – | EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE | 11 |
| NOTICE OF THE ANNUAL GENERAL MEETING | 15 | ||
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| DEFINITIONS |
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
| “ADS(s)” | American Depositary Shares, each of which represents four Shares |
| “ADS Record Date” | November 7, 2022 (New York time) | |
| “AGM Notice” | the notice for convening the Annual General Meeting, which is set out on pages 15 to 20 of this circular | |
| “Annual General Meeting” | the annual general meeting of the Company to be held at 16F, Building A, M Plaza, No.109, Pazhou Avenue, Haizhu District, Guangzhou, Guangdong Province, the People’s Republic of China on Wednesday, December 7, 2022 at 9:00 a.m., or any adjournment thereof | |
| “Articles of Association” | the articles of association of the Company as amended, supplemented or otherwise modified from time to time | |
| “Board” | the board of Directors | |
| “China” or “the PRC” | the People’s Republic of China, and for the purposes of this circular only, except where the context requires otherwise, references to China or the PRC exclude Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan | |
| “close associate” | has the meaning ascribed to it under the Listing Rules | |
| “Companies Act” | the Companies Act (As Revised), Chapter 22 of the Cayman Islands as amended, supplemented or otherwise modified from time to time |
| “Company” | MINISO Group Holding Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability, with its Shares listed on the main board of the Hong Kong Stock Exchange |
| “Compensation Committee” | the Compensation Committee of the Company |
| “controlling shareholder” | has the meaning ascribed to it under the Listing Rules |
– 1 –
| DEFINITIONS |
| “core connected person” | has the meaning ascribed to it under the Listing Rules | |
| “Director(s)” | the director(s)of the Company | |
| “Group” | the Company and its subsidiaries | |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong | |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China | |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited | |
| “Latest Practicable Date” | October 15, 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular | |
| “Listing Date” | July 13, 2022, being the date on which dealings in the Shares first commenced on the Hong Kong Stock Exchange | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended, supplemented, or otherwise modified from time to time | |
| “Nominating and Corporate Governance Committee” | the Nominating and Corporate Governance Committee of the Company | |
| “Repurchase Mandate” | a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the total number of the issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate | |
| “Sale Mandate” | a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or otherwise deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolution granting the Sale Mandate |
| “SFO” | the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time |
– 2 –
| DEFINITIONS |
| “Share(s)” | ordinary share(s) of nominal value of US$0.00001 each in the capital of the Company |
| “Share Record Date” | November 7, 2022 (Hong Kong time) | |
| “Shareholder(s)” | the holder(s)of the Share(s) | |
| “substantial shareholder(s)” | has the meaning ascribed to it under the Listing Rules | |
| “Takeovers Code” | the Codes on Takeovers and Mergers and Share Buy- backs, as amended, supplemented, or otherwise modified from time to time | |
| “US$” | United States dollars, the lawful currency of the USA |
| “USA” | the United States of America, its territories, its possessions and all areas subject to its jurisdiction | |
| “%” | per cent |
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| LETTER FROM THE BOARD |
MINISO Group Holding Limited
名創優品集團控股有限公司
(A company incorporated in the Cayman Islands with limited liability)
(Stock Code: 9896)
| Executive Directors: | Registered office: |
| Mr. YE Guofu (葉國富) | Maples Corporate Services Limited |
| (Chairman and Chief Executive Officer) | PO Box 309, Ugland House |
| Mr. LI Minxin (李敏信) | Grand Cayman, KY1-1104 |
| Mr. ZHANG Saiyin (張賽音) | Cayman Islands |
| Independent non-executive Directors: | Headquarters and principal place of business in China: |
| Ms. XU Lili (徐黎黎) | 8F, M Plaza |
| Mr. ZHU Yonghua (朱擁華) | No. 109, Pazhou Avenue |
| Mr. WANG Yongping (王永平) | Haizhu District, Guangzhou 510000 |
| Guangdong Province | |
| China | |
| Principal place of business in Hong Kong: | |
| 31/F, Tower Two, Times Square | |
| 1 Matheson Street | |
| Causeway Bay | |
| Hong Kong | |
October 19, 2022
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES;
(2) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES;
(3) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
(4) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(5) NOTICE OF ANNUAL GENERAL MEETING
| 1. | INTRODUCTION |
The purpose of this circular is to give you the AGM Notice and the following proposals to be put forward at the Annual General Meeting:
| (a) | the proposed grant of a general mandate to issue Shares; |
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| LETTER FROM THE BOARD |
| (b) | the proposed grant of a general mandate to repurchase Shares; |
| (c) | the proposed re-election of the retiring Directors; |
| (d) | the proposed re-appointment of the auditor. |
| 2. | PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES |
Pursuant to the resolution passed at the annual general meeting of the Company held on July 11, 2022, a general mandate was granted to the Directors to allot, issue and deal with Shares. Such mandate, to the extent not utilised by the date of the Annual General Meeting, will lapse at the conclusion of the Annual General Meeting.
In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Sale Mandate to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the resolution in relation to the Sale Mandate.
As at the Latest Practicable Date, 1,267,152,555 Shares have been fully issued and paid. Subject to the passing of the ordinary resolution numbered 4(A) set out in the AGM Notice and on the basis that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 253,430,511 Shares.
In addition, subject to a separate approval of the ordinary resolution numbered 4(C) set out in the AGM Notice, the number of Shares purchased by the Company under the ordinary resolution numbered 4(B) set out in the AGM Notice will be added to extend the Sale Mandate as mentioned in the ordinary resolution numbered 4(A) set out in the AGM Notice provided that such additional value shall not exceed 10% of the total number of issued Shares as at the date of passing the resolution in relation to the Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Sale Mandate.
The Sale Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by applicable laws to be held; and (c) the date on which the authority given under the ordinary resolution approving the Sale Mandate is revoked or varied by an ordinary resolution of the Shareholders.
– 5 –
| LETTER FROM THE BOARD |
| 3. | PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES |
Pursuant to the resolution passed at the annual general meeting of the Company held on July 11, 2022, a general mandate was granted to the Directors to repurchase Shares. Such mandate will expire at the conclusion of the Annual General Meeting. In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to repurchase Shares, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares on the Hong Kong Stock Exchange not exceeding 10% of the total number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.
As at the Latest Practicable Date, 1,267,152,555 Shares have been fully issued and paid. Subject to the passing of the ordinary resolution numbered 4(B) set out in the AGM Notice and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 126,715,255 Shares.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution in relation to the Repurchase Mandate at the Annual General Meeting.
The Repurchase Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by any applicable laws to be held; and (c) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.
| 4. | PROPOSED RE-ELECTION OF RETIRING DIRECTORS |
In accordance with the Articles of Association, Mr. Li Minxin and Mr. Zhang Saiyin shall retire at the Annual General Meeting and, being eligible, will offer themselves for re-election at the Annual General Meeting. Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular.
The Nominating and Corporate Governance Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s board diversity policy, Director nomination policy and the Company’s corporate strategy, as well as the independence of the independent non-executive Directors. The Nominating and Corporate Governance Committee and the Board are satisfied with all the retiring Directors’ contribution to the Company, which will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nominating and Corporate Governance Committee and the Board therefore recommended the re-election of all the retiring Directors who are due to retire at the Annual General Meeting.
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| LETTER FROM THE BOARD |
| 5. | PROPOSED RE-APPOINTMENT OF AUDITOR |
The Board proposes to re-appoint KPMG as the independent auditor of the Company for the year ending June 30, 2023 and to hold the office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed at the Annual General Meeting to authorize the Board to fix the auditor’s remuneration for the ensuing year. KPMG have indicated their willingness to be re-appointed as auditor of the Company for the said period.
| 6. | AGM NOTICE |
Set out on pages 15 to 20 of this circular is the AGM Notice for the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the granting of the Sale Mandate and the Repurchase Mandate and the re-election of the retiring Directors. The AGM Notice serves as the notice of general meeting required under Rule 13.71 of the Listing Rules. The AGM Notice is also available for viewing on the Company’s website at https://ir.miniso.com.
| 7. | FORM OF PROXY |
A form of proxy is enclosed with this circular for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (https://ir.miniso.com).
Holders of record of the Shares on the Company’s register of members as of the close of business on the Share Record Date (Hong Kong time) are cordially invited to attend the Annual General Meeting in person. Holders of the Company’s ADSs as of the close of business on the ADS Record Date (New York time) are cordially invited to submit your voting instructions to The Bank of New York Mellon if ADSs are held directly by holders on the books and records of The Bank of New York Mellon or to a holder’s bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be. Whether or not you propose to attend and vote at the said meeting, please complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of the Shares) or your voting instructions to The Bank of New York Mellon if you hold your ADSs directly on the books and records of The Bank of New York Mellon or to your bank, brokerage, or other securities intermediary if you hold your ADSs indirectly through any of them, as the case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 9:00 a.m. (Hong Kong time) on Monday, December 5, 2022 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the Annual General Meeting; and The Bank of New York Mellon must receive your voting instructions by no later than 12:00 p.m. (New York time) on November 28, 2022 to enable the votes attaching to the Shares represented by your ADSs to be cast at the Annual General Meeting.
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| LETTER FROM THE BOARD |
| 8. | VOTING BY POLL |
As there is no Shareholder who has any material interest in the proposed resolutions regarding the Sale Mandate and the Repurchase Mandate, none of the Shareholders is required to abstain from voting on such resolutions.
Pursuant to Rule 13.39(4) of the Listing Rules and article 73 of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the AGM Notice will be taken by way of poll. An announcement on the poll results will be published after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
| 9. | RESPONSIBILITY STATEMENT |
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
| 10. | RECOMMENDATION |
The Directors consider that the proposed resolutions for the granting of the Sale Mandate and the Repurchase Mandate, the re-election of the retiring Directors and the re-appointment of auditor are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
| 11. | FURTHER INFORMATION |
Your attention is drawn to the information set out in the appendices to this circular.
| Yours faithfully | |
| By order of the Board | |
| MINISO Group Holding Limited YE Guofu | |
| Executive Director and Chairman |
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| APPENDIX I | DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION |
The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting.
As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed herein, none of the following Directors held any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
EXECUTIVE DIRECTORS
Mr. LI Minxin (李敏信), aged 50, is our executive Director and has served as an executive vice president of our Company since February 2020. Mr. Li is responsible for the
overall strategy, legal and business development of our Group.
Mr. Li served as an executive vice president in charge of business development at MINISO Corporation, the predecessor of our Group, from February 2010 to August 2018. After MINISO Guangzhou was established in October 2017, Mr. Li has been serving as an executive vice president of MINISO Guangzhou in charge of business development from August 2018 and served as a director of MINISO Guangzhou from December 2018 to March 2020. Before that, Mr. Li operated his own franchisee business in the apparel industry and accumulated substantial industry experience.
Mr. Li has entered into a service contract with the Company for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either Mr. Li or the Company may terminate the service contract by giving not less than 30 days’ written notice. Mr. Li does not receive any remuneration in connection with the performance of his duty under the appointment as a Director. Mr. Li’s remuneration is determined by the Compensation Committee with reference to his duties and responsibilities with the Company and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Li had an interest in 56,151,532 Shares within the meaning of Part XV of the SFO.
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| APPENDIX I | DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION |
Mr. ZHANG Saiyin (張賽音), aged 42, is our executive Director and has served as the chief financial officer and executive vice president of our Company since February 2020. Mr. Zhang is responsible for the overall strategy, accounting and the capital markets activities of our Group.
Mr. Zhang has served as an independent non-executive director of ClouDr Group Limited (HKEX: 9955), a chronic condition management solution provider in China, since July 2022. Mr. Zhang joined MINISO Corporation in July 2017 and served as the chief financial officer and a vice president of MINISO Corporation from July 2017 to October 2018. After MINISO Guangzhou was established, Mr. Zhang served as a director of MINISO Guangzhou from December 2018 to March 2020 and has been serving as the chief financial officer and an executive vice president of MINISO Guangzhou since October 2018. Prior to joining our Group, Mr. Zhang served as the assistant general manager and the chief financial officer of China Resources Textiles (Holdings) Company Limited, a company engaging in producing, processing and distribution of textile products and brand garments, from June 2015 to July 2017 and served multiple finance leadership roles at the same companies from April 2011 to May 2015. Prior to that, Mr. Zhang served as a manager of the finance department at Shenzhen Jinjia Color Printing Group Co., Ltd. (SZSE: 2191), a company engaging in the production and distribution of cigarette label products and the development and manufacture of package printing materials listed on the Shenzhen Stock Exchange, from September 2009 to March 2011. Mr. Zhang served as a senior auditor at the Shenzhen office of Deloitte Touche Tohmatsu Limited from July 2005 to September 2009. Prior to that, Mr. Zhang served in overseas investment and financing department at ZTE Corporation (SZSE: 0063; HKEX: 0763), a company providing integrated telecommunications and information technology solutions worldwide listed on the Shenzhen Stock Exchange and the Main Board of the Hong Kong Stock Exchange, from March 2004 to July 2005.
Mr. Zhang received his bachelor’s degree in accounting from Huazhong Agricultural University in China in June 2002 and his master’s degree in accounting and finance from University of Birmingham in the United Kingdom in September 2003. Mr. Zhang is also a member of Association of Chartered Certified Accountants Southern China Steering Team since July 1, 2020.
Mr. Zhang has entered into a service contract with the Company for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either Mr. Zhang or the Company may terminate the service contract by giving not less than 30 days written notice. Mr. Zhang does not receive any remuneration in connection with the performance of his duty under the appointment as a Director. Mr. Zhang’s remuneration is determined by the Compensation Committee with reference to his duties and responsibilities with the Company and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Zhang had an interest in 7,898,800 Shares within the meaning of Part XV of the SFO.
– 10 –
| APPENDIX II | EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE |
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the number of issued Shares was 1,267,152,555 Shares of nominal value of US$0.00001 each which have been fully paid. Subject to the passing of the resolution in relation to the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 126,715,255 Shares which represent 10% of the total number of issued Shares as at the date of the Annual General Meeting.
REASONS FOR REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company’s net asset value and/or its earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
FUNDING OF REPURCHASE
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association, the Companies Act and other applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Hong Kong Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Hong Kong Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of proceeds of a new issuance of Shares made for the purpose of the repurchase or out of the Company’s share premium account or, if authorised by the Articles of Association and subject to the Companies Act, out of capital.
The Directors believe that if the Repurchase Mandate is exercised in full, it may not have a material adverse impact on the working capital and gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company for the year ended June 30, 2022. The Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
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| APPENDIX II | EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE |
GENERAL
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates, have any present intention if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.
No core connected persons have notified the Company that he or she or it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws of the Cayman Islands.
TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge of the Company, the following Shareholders were interested in more than 10% of the Shares then in issue. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the total interests of such Shareholders in the Shares would be increased to approximately the percentages set out in the last column as follows (assuming there is no other change in the issued share capital of the Company):
| Name of Shareholders | Total number of Shares and Underlying Shares interested | Approximate % of issued share capital as at the Latest Practicable Date | Approximate % of issued share capital if Repurchase Mandate is exercised in full | |||||||||
| Mr. Ye Guofu(1)(2)(3)(4) | 789,541,061 | 62.3 | % | 69.2 | % | |||||||
| Ms. Yang Yunyun(1)(2)(3)(4) | 789,541,061 | 62.3 | % | 69.2 | % | |||||||
| Mini Investment Limited(2) | 328,290,482 | 25.9 | % | 28.8 | % | |||||||
– 12 –
| APPENDIX II | EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE |
| Name of Shareholders | Total
number of Shares and Underlying Shares interested |
Approximate
% of issued share capital as at the Latest Practicable Date |
Approximate
% of issued share capital if Repurchase Mandate is exercised in full |
|||||||||
| YGF Development Limited(2) | 328,290,482 | 25.9 | % | 28.8 | % | |||||||
| YYY MC Limited(3) | 257,849,197 | 20.3 | % | 22.6 | % | |||||||
| YYY Development Limited(3) | 257,849,197 | 20.3 | % | 22.6 | % | |||||||
| YGF MC Limited(4) | 203,401,382 | 16.0 | % | 17.8 | % | |||||||
Notes:
| (1) | Mr. Ye and Ms. Yang are spouses, and are therefore deemed to be interested in the equity interests held by each other. |
| (2) | Mini Investment Limited is wholly-owned by YGF Development Limited, a limited liability company incorporated under the laws of the British Virgin Islands. All shares of YGF Development Limited are held by TMF (Cayman) Ltd. on behalf of YGF Trust, with TMF (Cayman) Ltd. as the trustee, and Mr. Ye and his family members as beneficiaries. Mr. Ye is both the settlor and the protector of YGF Trust and is deemed to be the controlling person of the YGF Trust. Under the SFO, Mr. Ye is deemed to be interested in all the interests in our Company held by Mini Investment Limited. |
| (3) | YYY MC Limited is wholly-owned by YYY Development Limited, a limited liability company incorporated under the laws of the British Virgin Islands. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust, with TMF (Cayman) Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yang is both the settlor and protector of YYY Trust and is deemed to be the controlling person of the YYY Trust. Under the SFO, Ms. Yang is deemed to be interested in all the interests in our Company held by YYY MC Limited. |
| (4) | YGF MC Limited is wholly-owned by Mr. Ye. |
In the event that the Repurchase Mandate is exercised in full and assuming that there is no other change in the issued share capital of the Company between the Latest Practicable Date and the date of repurchase, the shareholding of these Shareholders in the Company would be increased to approximately the respective percentages as shown in the last column of the table above. To the best knowledge and belief of our Directors, such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.
In addition, the Listing Rules prohibit a company from making repurchase on the Hong Kong Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Hong Kong Stock Exchange) of the total number of issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in the aggregate number of the Shares held by the public falling below the prescribed minimum percentage required by the Hong Kong Stock Exchange.
– 13 –
| APPENDIX II | EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE |
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Hong Kong Stock Exchange from the Listing Date up to the Latest Practicable Date were as follows:
| Month | Highest prices | Lowest prices | ||||||
| HK$ | HK$ | |||||||
| 2022 | ||||||||
| July (since the Listing Date) | 15.400 | 11.200 | ||||||
| August | 14.389 | 10.904 | ||||||
| September | 12.540 | 8.760 | ||||||
| October (up to the Latest Practicable Date) | 11.840 | 9.930 | ||||||
SHARE REPURCHASE MADE BY THE COMPANY
During the period from the Listing Date up to the Latest Practicable Date, the Company has repurchased a total of 166,000 Shares on the Hong Kong Stock Exchange and a total of 163,905 ADSs (representing 655,620 Shares) on the New York Stock Exchange, details of which are as follows:
Hong Kong Stock Exchange
| Price per Share | ||||||||||||
Date of repurchase | Number of Shares repurchased | Highest | Lowest | |||||||||
| (HK$) | (HK$) | |||||||||||
| October 12, 2022 | 16,000 | 10.38 | 10.18 | |||||||||
| October 13, 2022 | 50,000 | 10.38 | 10.22 | |||||||||
| October 14, 2022 | 100,000 | 10.28 | 9.98 | |||||||||
New York Stock Exchange
| Price per Share | ||||||||||||
Date of repurchase | Number of Shares repurchased | Highest | Lowest | |||||||||
| (US$) | (US$) | |||||||||||
| October 11, 2022 | 60,000 | 1.3 | 1.3 | |||||||||
| October 12, 2022 | 40,000 | 1.275 | 1.25 | |||||||||
| October 13, 2022 | 261,620 | 1.2725 | 1.24 | |||||||||
| October 14, 2022 | 294,000 | 1.28 | 1.2375 | |||||||||
Further, during the relevant period, the Company has purchased a total of 9,090 ADSs from the New York Stock Exchange representing a total of 36,360 Shares at an average price of US$1.39 per Share for the benefit of the Company’s ESOP platforms pursuant to its currently effective share incentive plan.
Save as disclosed above, the Company has not purchased, sold or redeemed any of its Shares (whether on the Hong Kong Stock Exchange or otherwise) during the period from the Listing Date up to the Latest Practicable Date.
– 14 –
NOTICE OF THE ANNUAL GENERAL MEETING
MINISO Group Holding Limited
名創優品集團控股有限公司
(A company incorporated in the Cayman Islands with limited liability)
(Stock Code: 9896)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Annual General Meeting”) of MINISO Group Holding Limited (the “Company”) will be held at 16F, Building A, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou, Guangdong Province, the People’s Republic of China on Wednesday, December 7, 2022 at 9:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
| 1. | To receive and adopt the audited consolidated financial statements of the Company for the year ended June 30, 2022 and the reports of the directors and auditor thereon. |
| 2. | (A) | To re-elect the following directors of the Company (the “Directors”): |
| (i) | To re-elect Mr. Li Minxin as an executive Director; and |
| (ii) | To re-elect Mr. Zhang Saiyin as an executive Director. |
| (B) | To authorise the board of Directors to fix the remuneration of the Directors. |
| 3. | To re-appoint KPMG as auditor of the Company and authorise the board of Directors to fix its remuneration for the year ending June 30, 2023. |
| 4. | To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions: |
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NOTICE OF THE ANNUAL GENERAL MEETING
| (A) | “That: |
| (i) | subject to paragraph (iii) below, pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of the Hong Kong Limited (the “Hong Kong Stock Exchange”), a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined hereinafter) to exercise all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company); |
| (ii) | the mandate in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such powers after the end of the Relevant Period; |
| (iii) | the aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to: |
| (a) | any Rights Issue (as defined hereinafter); |
| (b) | the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares of the Company; |
| (c) | the vesting of restricted shares and restricted share units granted or to be granted pursuant to the share incentive plan of the Company; |
| (d) | any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or |
| (e) | a specific authority granted by the Shareholders of the Company in general meeting, shall not exceed 20% of the total number of issued Shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the Shares of the Company into a smaller or larger number of Shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly. |
– 16 –
NOTICE OF THE ANNUAL GENERAL MEETING
| (iv) | for the purpose of this resolution: |
| (a) | “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: |
| (1) | the conclusion of the next annual general meeting of the Company; |
| (2) | the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and |
| (3) | the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and |
| (b) | “Rights Issue” means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction, any recognised regulatory body or any stock exchange applicable to the Company).” |
| (B) | “That: |
| (i) | subject to paragraph (ii) of this resolution, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined hereinafter) to exercise all the powers of the Company to repurchase shares of the Company on the Hong Kong Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange and, subject to and in accordance with all applicable laws, rules and regulations; |
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NOTICE OF THE ANNUAL GENERAL MEETING
| (ii) | the aggregate number of shares to be repurchased pursuant to the mandate in paragraph (i) of this resolution shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (i) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation and subdivision shall be the same, and the mandate shall be limited accordingly; and |
| (iii) | for the purpose of this resolution: |
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
| (a) | the conclusion of the next annual general meeting of the Company; |
| (b) | the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and |
| (c) | the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.” |
| (C) | “That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company and to make or grant offers, agreements and/or options which might require the exercise of such powers pursuant to the resolution numbered 4(A) set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the number of shares of the Company repurchased by the Company under the mandate granted pursuant to the resolution numbered 4(B) set out in this notice, provided that such extended amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of the said resolution.” |
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NOTICE OF THE ANNUAL GENERAL MEETING
SHARES RECORD DATE AND ADS RECORD DATE
The board of Directors has fixed the close of business on November 7, 2022 (Hong Kong time) as the record date (the “Share Record Date”) of the Company’s shares. Holders of record of the Company’s shares (as of the Share Record Date) are entitled to attend and vote at the Annual General Meeting and any adjourned meeting thereof.
Holders of American depositary shares (the “ADSs”) as of the close of business on November 7, 2022 (New York time) (the “ADS Record Date,” together with the Share Record Date, the “Record Dates”), who wish to exercise their voting rights for the underlying shares must give voting instructions either directly to The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly on the books and records of The Bank of New York Mellon, or indirectly through a bank, brokerage or other securities intermediary if ADSs are held by any of them on behalf of holders, as the case may be.
ATTENDING THE ANNUAL GENERAL MEETING
Only holders of record of the Company’s shares as of the Share Record Date are entitled to attend and vote at the Annual General Meeting. In order to prevent the spread of the COVID-19 pandemic and to safeguard the health and safety of shareholders, the Company may implement certain precautionary measures at the Annual General Meeting. All officers and agents of the Company reserve the right to refuse any person entry to the Annual General Meeting venue, or to instruct any person to leave the Annual General Meeting venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the Annual General Meeting.
PROXY FORMS AND ADS VOTING CARDS
A holder of the Company’s shares as of the Share Record Date may appoint a proxy to exercise his or her rights at the Annual General Meeting. A holder of ADSs as of the ADS Record Date will need to directly instruct The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly by holders on the books and records of The Bank of New York Mellon, or instruct a holder’s a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be, as to how to vote the shares represented by the ADSs. Please refer to the proxy form (for holders of the shares) which is available on our website at http://ir.miniso.com.
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NOTICE OF THE ANNUAL GENERAL MEETING
Holders of record of the Company’s shares on the Company’s register of members as of the Share Record Date are cordially invited to attend the Annual General Meeting in person. Your vote is important. You are urged to complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of the shares) or your voting instructions to The Bank of New York Mellon, if your ADSs are held directly on the books and records of The Bank of New York Mellon, or to your bank, brokerage or other securities intermediary, if your ADSs are held by any of them on your behalf, as the case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited must receive the proxy form by no later than 9:00 a.m. (Hong Kong time) on Monday, December 5, 2022 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the Annual General Meeting; and The Bank of New York Mellon must receive your voting instructions by no later than 12:00 p.m. (New York time) on November 28, 2022 to enable the votes attaching to the shares represented by your ADSs to be cast at the Annual General Meeting.
| By order of the Board | |
| MINISO Group Holding Limited YE Guofu | |
| Executive Director and Chairman |
Hong Kong, October 19, 2022
| Registered office: | Headquarters and principal place of business in China: |
| Maples Corporate Services Limited | 8F, M Plaza |
| PO Box 309, Ugland House | No. 109, Pazhou Avenue |
| Grand Cayman, KY1-1104 | Haizhu District, Guangzhou 510000 |
| Cayman Islands | Guangdong Province |
| China | |
As of the date of this notice, the board of directors of the Company comprises Mr. YE Guofu, Mr. LI Minxin, Mr. ZHANG Saiyin as executive Directors, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.
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Exhibit 99.4
MINISO Group Holding Limited
名創優品集團控股有限公司
(A company incorporated in the Cayman Islands with limited liability)
(Stock Code: 9896)
FORM OF PROXY FOR USE AT
THE ANNUAL GENERAL MEETING
TO BE HELD ON WEDNESDAY, DECEMBER 7, 2022
| I/We(Note 1) |
| of(Note 1) |
being the registered holder(s) of shares(Note 2) of US$0.00001 each in the capital of MINISO Group Holding Limited (the “Company”), hereby appoint(Note 3)
| of(Note 3) |
or failing him/her, the chairman of the annual general meeting (the “Annual General Meeting”) as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Annual General Meeting to be held at 9:00 a.m. on Wednesday, December 7, 2022 at 16F, Building A, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou, Guangdong Province, the People’s Republic of China, and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the Annual General Meeting and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the Annual General Meeting in such manner as he/she thinks fit.
| Ordinary Resolutions | For(Note 4) | Against(Note 4) | |
| 1. | To receive and adopt the audited consolidated financial statements of the Company for the year ended June 30, 2022 and the reports of the directors and auditor thereon. | ||
| 2. | (A) To re-elect the following directors of the Company (the “Directors”): | ||
| (i) To re-elect Mr. Li Minxin as an executive Director. | |||
| (ii) To re-elect Mr. Zhang Saiyin as an executive Director. | |||
| (B) To authorise the board of Directors to fix the remuneration of the Directors. | |||
| 3. | To re-appoint KPMG as auditor of the Company and authorise the board of Directors to fix its remuneration for the year ending June 30, 2023. | ||
| 4. | (A) To grant a general mandate to the Directors to allot, issue and/or otherwise deal with additional shares not exceeding 20% of the total number of issued shares of the Company as at the date of passing this resolution. | ||
| (B) To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the total number of issued shares of the Company as at the date of passing this resolution. | |||
| (C) Conditional upon the passing of the ordinary resolutions numbered 4(A) and 4(B), to extend the authority given to the Directors pursuant to ordinary resolution numbered 4(A) to issue shares by adding to the number of shares of the Company which may be allotted and issued by the Directors pursuant to such general mandate of an amount representing the number of shares repurchased under ordinary resolution numbered 4(B). | |||
| Dated this day of 2022 | Signature(s)(Notes 5 & 6) |
Notes:
| 1. | Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. |
| 2. | Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified. |
| 3. | Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the chairman of the meeting will act as your proxy. If any proxy other than the chairman of the meeting is preferred, please strike out the words “the chairman of the annual general meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint any number of proxies (who must be individuals) to attend and vote instead of him. A proxy need not be a shareholder of the Company. |
| 4. | IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK (“\/”) THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK (“\/”) THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting. |
| 5. | If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf. |
| 6. | In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. |
| 7. | To be valid, this form of proxy must be completed, signed and deposited at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited (for holders of the Company’s shares), at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), as soon as possible but in any event not less than 48 hours before the time for holding the meeting (i.e. before 9:00 a.m. on Monday, December 5, 2022). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, this form of proxy shall be deemed to be revoked. |
| 8. | A proxy need not be a shareholder of the Company. |
| 9. | Any alteration made to this form of proxy must be initialled by the person who signs it. |
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the above meeting of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) have/has the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request shall be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.
| Stock Code : 9896MINISO Group Holding Limited (A company incorporated in the Cayman Islands with limited liability)ANNUAL REPORT2022 |
| Company information 2Key highlights 3Business review and outlook 5Management discussion and analysis 14Directors’ report 21Directors and senior management 28Corporate governance report 32Other information 45Independent auditor’s report 52Consolidated statement of profit or loss 57Consolidated statement of profit or loss and other comprehensive income 58Consolidated statement of financial position 59Consolidated statement of changes in equity 61Consolidated statement of cash flows 63Notes to the consolidated financial statements 65Four Year Financial Summary 159Definitions 160Contents |
| Company Information 2 MINISO • ANNUAL REPORT 2022 DIRECTORSExecutive DirectorsMr. YE Guofu (బ) (Chairman and Chief Executive Officer)Mr. LI Minxin (ҽઽڦ)Mr. ZHANG Saiyin (ੵᒄࠪ)Independent Non-Executive DirectorsMs. XU Lili (ࢱኇኇ)Mr. ZHU Yonghua (ϡኹശ)Mr. WANG Yongping (ˮ̻͑)AUDIT COMMITTEEMs. XU Lili (ࢱኇኇ) (Chairperson)Mr. ZHU Yonghua (ϡኹശ)Mr. WANG Yongping (ˮ̻͑)COMPENSATION COMMITTEEMr. ZHU Yonghua (ϡኹശ) (Chairperson)Ms. XU Lili (ࢱኇኇ)Mr. WANG Yongping (ˮ̻͑)Mr. YE Guofu (బ)NOMINATING AND CORPORATE GOVERNANCE COMMITTEEMr. WANG Yongping (ˮ̻͑) (Chairperson)Ms. XU Lili (ࢱኇኇ)Mr. ZHU Yonghua (ϡኹശ)Mr. YE Guofu (బ)JOINT COMPANY SECRETARIESMr. ZHANG Jingjing (ੵཨԯ)Ms. WONG Hoi Ting (ර௱ణ)AUTHORISED REPRESENTATIVESMr. ZHANG Saiyin (ੵᒄࠪ)Ms. WONG Hoi Ting (ර௱ణ)HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN CHINA8/F, M PlazaNo. 109, Pazhou AvenueHaizhu District, Guangzhou 510000Guangdong ProvinceChinaPRINCIPAL PLACE OF BUSINESS IN HONG KONG31/F, Tower Two, Times Square1 Matheson StreetCauseway BayHong KongREGISTERED OFFICEMaples Corporate Services LimitedPO Box 309, Ugland HouseGrand Cayman, KY1-1104Cayman IslandsAUDITORKPMGCertified Public Accountants8th Floor, Prince’s Building10 Chater RoadCentralHong KongHONG KONG SHARE REGISTRARComputershare Hong Kong Investor Services LimitedShop 1712-1716, 17th FloorHopewell Centre183 Queen’s Road EastWan ChaiHong KongPRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICEMaples Fund Services (Cayman) LimitedPO Box 1093Boundary Hall, Cricket SquareGrand Cayman, KY1-1102Cayman IslandsPRINCIPAL BANKCitibank N.A., Hong Kong Branch50/F, Champion Tower3 Garden RoadCentralHong KongSTOCK CODE9896COMPANY WEBSITEhttps://ir.miniso.com |
| Key Highlights 3 ANNUAL REPORT 2022 • MINISO For the Fiscal Year Ended June 30,20212022Change (%)(RMB in thousands, except percentages and per share data)Revenue9,071,65910,085,64911.2%Gross profit2,430,6863,069,76126.3%Operating profit401,035882,027119.9%(Loss)/profit before taxation(1,216,192)906,813N/A(Loss)/profit for the year(1,429,447)639,743N/A(Loss)/profit for the year attributable to:– Equity shareholders of the Company(1,415,010)638,170N/A– Non-controlling interests(14,437)1,573N/A(Loss)/earnings per share– Basic (RMB)(1.18)0.53N/A– Diluted (RMB)(1.18)0.52N/AAdjusted net profit, a non-IFRS measure477,159722,57851.4%Adjusted net earnings per share, a non-IFRS measure– Basic (RMB)0.420.6042.9%– Diluted (RMB)0.420.5940.5% Non-IFRS Financial MeasuresIn evaluating our business, we consider and use non-IFRS measures, such as adjusted net profit and adjusted basic and diluted net earnings per share, as a supplemental measure to review and assess our operating performance. The presentation of the non-IFRS financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. We define adjusted net profit, a non-IFRS measure, as profit/(loss) excluding (i) fair value changes of redeemable shares with other preferential rights, and (ii) equity-settled share-based payment expenses. We define adjusted basic net earnings per share, a non-IFRS measure, as dividing the adjusted net profit attributable to the equity shareholders of the Company by the weighted-average number of ordinary shares outstanding. We define adjusted diluted net earnings per share, a non-IFRS measure, as dividing the adjusted net profit attributable to the equity shareholders of the Company by the weighted average number of ordinary shares outstanding assuming conversion of all potential dilutive ordinary shares.We present the non-IFRS measures because they are used by our management to evaluate our operating performance and formulate business plans. The non-IFRS measures enable our management to assess our operating results without considering the impacts of the aforementioned non-cash and other adjustment items. Accordingly, we believe that the use of the non-IFRS financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board. |
| 4 MINISO • ANNUAL REPORT 2022 Key Highlights The non-IFRS financial measures are not defined under IFRS and are not presented in accordance with IFRS. The non-IFRS financial measures have limitations as an analytical tool. One of the key limitations of using adjusted net profit, a non-IFRS measure, is that it does not reflect all items of income and expense that affect our operations. Further, the non-IFRS measures may differ from similar non-IFRS measures used by other companies, including peer companies, and therefore its comparability may be limited.The non-IFRS financial measures should not be considered in isolation or construed as an alternative to profit/(loss), basic and diluted earnings per share or any other measure of performance. Investors are encouraged to review our historical non-IFRS financial measures in light of the most directly comparable IFRS measures, as shown below. The non-IFRS financial measures presented here may not be comparable to similarly titled measure presented by other companies. Other companies may calculate similarly titled measures differently, limiting the usefulness of such measures when analyzing our data comparatively. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.The following table reconciles our adjusted net profit, a non-IFRS measure, for the fiscal years ended June 30, 2021 and 2022 to the most directly comparable financial measure calculated and presented in accordance with IFRS, which is (loss)/profit for the year. For the Fiscal Year Ended June 30,20212022(RMB in thousands)(Loss)/profit for the year(1,429,447)639,743Add back:Fair value changes of redeemable shares with other preferential rights1,625,287Equity-settled share-based payment expenses281,31982,835 Adjusted net profit, a non-IFRS measure477,159722,578 |
| Business Review and Outlook 5 ANNUAL REPORT 2022 • MINISO BUSINESS REVIEW FOR THE REPORTING PERIODWe are a global value retailer offering a variety of design-led lifestyle products. Within nine years since we opened our first store in China in 2013, we have successfully incubated two brands – MINISO and TOP TOY. We have built our flagship brand “MINISO” as a globally recognized retail brand and established a store network worldwide. Our flagship brand “MINISO” offers a frequently-refreshed assortment of lifestyle products covering diverse consumer needs, and consumers are attracted to our products’ trendiness, creativeness, high quality and affordability.For the fiscal year ended June 30, 2022, the aggregate GMV of products sold through our MINISO store network reached approximately RMB18.4 billion. TOP TOY brand achieved a GMV of RMB595.6 million in the same fiscal year in multi-channels.Brands and ProductsIn the fiscal year ended June 30, 2022, we launched an average of over 550 SKUs under the “MINISO” brand per month, and we offered consumers a wide selection of over 9,000 core SKUs, the vast majority of which are under the “MINISO” brand. 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, and stationery and gifts.Under the TOP TOY brand, we offered around 3,800 SKUs as of June 30, 2022 across 8 major categories, including blind boxes, toy bricks, model figures, model kits, collectible dolls, Ichiban Kuji, sculptures, and other popular toys.As of June 30, 2022, we have established co-branding relationships with IP licensors owning 75 popular brands. We also co-developed new IPs with talented independent artists into popular IP products. As of June 30, 2022, we had co-developed 190 IP products under our TOP TOY brand with 14 IP licensors.Store NetworkAs of June 30, 2022, we served consumers primarily through a network of about 5,200 MINISO stores, including over 3,200 MINISO stores in China and approximately 2,000 MINISO stores overseas. The following table shows the number of MINISO stores in China and overseas as of the dates presented: As of June 30,20212022Number of MINISO storesChina2,9393,226 Directly operated stores514 Stores operated under MINISO Retail Partner model2,9193,195 Stores operated under distributor model1517Overseas1,8101,973 Directly operated stores127133 Stores operated under MINISO Retail Partner model195208 Stores operated under distributor model1,4881,632 Total4,7495,199 |
| 6 MINISO • ANNUAL REPORT 2022 Business Review and Outlook We have also expanded our TOP TOY store network in China. As of June 30, 2022, we had a total of 97 TOP TOY stores, all of which were located in China. We also had a small number of roboshops selling our TOP TOY products as of June 30, 2022. As of June 30,20212022Number of TOP TOY stores Directly operated stores27 Stores operated under MINISO Retail Partner model3190 Total3397 Store Operations in ChinaAs of June 30, 2022, apart from 14 directly operated MINISO stores and 7 directly operated TOP TOY stores, substantially all of our other MINISO and TOP TOY stores in China were operated under our MINISO Retail Partner model. The following table shows the aggregate numbers of MINISO stores in China for the periods indicated: As of June 30,20212022Directly operated stores Number of stores at the beginning of the period75 Number of new stores opened during the period–13 Number of closed stores during the period(1)24 Net (decrease) increase in number of stores during the period(2)9 Number of stores at the end of the period514Stores operated under MINISO Retail Partner model Number of stores at the beginning of the period2,5132,919 Number of new stores opened during the period639477 Number of closed stores during the period(1)233201 Net increase in number of stores during the period406276 Number of stores at the end of the period2,9193,195Stores operated under distributor model Number of stores at the beginning of the period1315 Number of new stores opened during the period63 Number of closed stores during the period(1)41 Net increase in number of stores during the period22 Number of stores at the end of the period1517 Note:(1) The closure of MINISO stores was due to various reasons, such as expiration of store leases, increases in store rental, changes in the layout of shopping malls where the stores were located, unprofitableness of certain stores, and closure by MINISO Retail Partners or distributors for other considerations, as applicable. |
| 7 ANNUAL REPORT 2022 • MINISO Business Review and Outlook Our ability to penetrate into various tiers of cities is evidenced by our proven track record of successfully penetrating into various lower-tier cities in China despite our previous experience operating in mostly high-tier Chinese cities. The following table shows the aggregate numbers of MINISO stores in China by city-tiers for the periods indicated: As of June 30,20212022Number of MINISO stores in ChinaFirst-tier cities482466Second-tier cities1,3201,377Third- or lower-tier cities1,1371,383 Total2,9393,226 The MINISO Retail Partner model represents a mutually beneficial relationship between us and the MINISO Retail Partners, where we achieve rapid store network expansion with consistent brand image and consumer experience in an asset-light manner, and our MINISO Retail Partners attain attractive investment opportunities. Our MINISO Retail Partners are also motivated to maintain a loyal relationship with us. As of June 30, 2022, 469 of our 912 MINISO Retail Partners had invested in MINISO stores for over three years.We plan to focus on establishing and reinforcing the recognition of the TOP TOY brand and expanding our TOP TOY store network in first- and second-tier cities in China in the near future while also expanding into lower-tier cities. For expansion of our MINISO store network in China, our efforts will be focused on penetration into lower-tier cities as we have established a strong presence in more developed cities.The following table shows the number of our MINISO Retail Partners in China for the periods indicated. We only had one distributor for the MINISO brand in Tibet in China during the fiscal year ended June 30, 2022. As of the date of this annual report, there has been no conversion of our collaboration partners in China from a MINISO Retail Partner to a distributor, or vice versa. As of June 30,20212022Number of MINISO Retail Partners at the beginning of the period(1)742821Number of new MINISO Retail Partners during the period(2)177186Number of terminated MINISO Retail Partners during the period(3)9886Net increase in number of MINISO Retail Partners during the period(2)79100Number of MINISO Retail Partners at the end of the period(1)821921 Notes:(1) Number of MINISO Retail Partners at a given date is calculated based on the number of individuals and entities with effective contractual relationships with us at that date.(2) We added 177 and 186 new MINISO Retail Partners in the fiscal years ended June 30, 2021 and 2022, respectively. The increase in the number of new MINISO Retail Partners in the fiscal year ended June 30, 2022 was mainly due to our store expansion strategy into more lower-tier cities in China, which demands us to cooperate with many more long-tail MINISO Retail Partners with local resources for store expansion purposes.(3) The number of terminated MINISO Retail Partners decreased to 86 in the fiscal year ended June 30, 2022 from 98 in the previous fiscal year, primarily due to a decrease in the number of closed stores in China and hence a corresponding decrease in the number of terminated long-tail MINISO Retail Partners. |
| 8 MINISO • ANNUAL REPORT 2022 Business Review and Outlook Our TOP TOY stores are operated under the MINISO Retail Partner Model as well. Among the MINISO Retail Partners shown in the table above, we had 6 and 9 MINISO Retail Partners operating TOP TOY stores as of June 30, 2021 and 2022, respectively.Overseas Store OperationsWe have adopted flexible store operation models, including direct operation, MINISO Retail Partner model and the distributor model as we expand our global footprints, depending on the growth potential, local regulation and other factors in the markets. In consideration of the evolving local regulatory requirements, market conditions and their operational needs, our overseas franchisees may sometimes convert from a MINISO Retail Partner to a distributor, or vice versa.As of June 30, 2022, in international markets, there were over 130 stores directly operated by us and over 1,800 MINISO Retail Partner stores and stores operated under the distributor model. As of the date of this annual report, to our knowledge, except for one distributor that is controlled by Mr. Ye, our chairman and chief executive officer, and another distributor which has a minority shareholding in one of our subsidiaries, all of our overseas MINISO Retail Partners and distributors are Independent Third Parties. For the fiscal year ended June 30, 2022, the respective transaction amount with these two distributors accounted for insignificant percentages of our total revenue. The following table shows the aggregate numbers of MINISO stores in overseas markets for the periods indicated: As of June 30,20212022Directly operated stores Number of stores at the beginning of the period122127 Number of new stores opened during the period2726 Number of closed stores during the period(1)2220 Net increase in number of stores during the period56 Number of stores at the end of the period127133Stores operated under MINISO Retail Partner model Number of stores at the beginning of the period193195 Number of new stores opened during the period1618 Number of closed stores during the period(1)145 Net increase in number of stores during the period213 Number of stores at the end of the period195208Stores operated under distributor model Number of stores at the beginning of the period1,3741,488 Number of new stores opened during the period254239 Number of closed stores during the period(1)14095 Net increase in number of stores during the period114144 Number of stores at the end of the period1,4881,632 Note:(1) The closure of MINISO stores was due to various reasons, such as expiration of store leases, increases in store rental, changes in the layout of shopping malls where the stores were located, unprofitableness of certain stores, and closure by MINISO Retail Partners or distributors for other considerations, as applicable. |
| 9 ANNUAL REPORT 2022 • MINISO Business Review and Outlook In the majority of international markets, we expand our store network by collaborating with local distributors with abundant local resources and retail experiences. The following table shows the number of our distributors in overseas markets for the periods indicated: For the fiscal year ended June 30,20212022Number of distributors at the beginning of the period(1)145170Number of new distributors during the period(2)3442Number of terminated distributors during the period(2)912Net increase in number of distributors during the period(3)2530Number of distributors at the end of the period(1)170200 Notes:(1) Number of distributors at a given date is calculated based on the number of individuals and entities with effective contractual relationships with us at that date.(2) Change of contracting entities by the same distributor is not taken into account in the calculation of numbers of new or terminated distributors.(3) We had 25 and 30 additional distributors in the fiscal years ended June 30, 2021 and 2022, respectively. The increase in the number of additional distributors in the fiscal year ended June 30, 2022 was primarily due to the increase of the number of distributors in India.As of June 30, 2021 and 2022, we had 28 and 31 MINISO Retail Partners in overseas markets, respectively. |
| 10 MINISO • ANNUAL REPORT 2022 Business Review and Outlook Other Key Operating DataThe following tables set forth certain of our key operating data other than store numbers for the periods indicated: For the fiscal year ended June 30,20212022(RMB in millions)MINISO stores in China(1) Total GMV10,40610,400 Annualized average revenue per MINISO store2.52.2 Number of transactions (in millions)305.7285.1 Sales volume of SKUs (in millions)904.0857.8 Average spending per transaction (RMB)34.036.5 Average selling price (RMB)11.512.1MINISO stores in overseas markets(1) Total GMV(2)4,8606,414 Asian countries excluding China(2)2,2212,435 Americas(2)1,8132,717 Europe276562 Others550700Annualized average revenue per MINISO store(2)1.01.4 Asian countries excluding China(2)1.01.1 Americas(2)1.22.3 Europe1.21.3 Others0.60.5 Notes:(1) Annualized average revenue per MINISO store is annualized revenue calculated by dividing (a) revenue of MINISO brand by (b) the average of number of stores at the beginning and the end of the relevant period. The data of total GMV, number of transactions, sales volume of SKUs, average spending per transaction and average selling price includes data from offline channels only.(2) Total GMV of MINISO stores in overseas markets increased from RMB4,860 million in the fiscal year ended June 30, 2021 to RMB6,414 million in the fiscal year ended June 30, 2022, mainly due to the recovery of international markets from the COVID-19 pandemic, especially in Asian countries excluding China and Americas, which were our largest and second largest overseas markets in terms of store count and GMV, respectively. A similar trend was seen in annualized average revenue per MINISO store.Our TOP TOY stores started operating in December 2020 in China. For the fiscal years ended June 30, 2021, and 2022, (i) total GMV of TOP TOY offline stores was RMB86.3 million and RMB519.2 million, respectively, (ii) annualized average revenue per TOP TOY store was RMB6.0 million and RMB5.3 million, respectively, (iii) number of transactions of TOP TOY stores was 0.6 million and 4.1 million, respectively, (iv) sales volume of SKUs of TOP TOY stores was RMB1.2 million and RMB7.6 million, respectively, (v) average spending per transaction in TOP TOY stores was RMB136.3 and RMB126.2, respectively, and (vi) average selling price in TOP TOY stores was RMB70.5 and RMB68.6, respectively. Annualized average revenue per TOP TOY store is annualized revenue calculated by dividing (a) revenue of TOP TOY brand by (b) the average of number of stores at the beginning and the end of the relevant period. The data of total GMV, number of transactions, sales volume of SKUs, average spending per transaction and average selling price includes data from offline channels only. |
| 11 ANNUAL REPORT 2022 • MINISO Business Review and Outlook The following table sets forth the GMV through online channels of MINISO brand in China for the periods indicated: As of June 30,20212022(RMB in millions)MINISO brand in ChinaTotal GMV through online channels(1)739687 Note:(1) Excludes GMV through O2O platforms which is accounted for in GMV through offline channels.The following table sets forth the average number of stores operated by MINISO Retail Partners and distributors as of the dates indicated: As of June 30,20212022MINISO Retail PartnersAverage number of stores operated(1)3.63.6DistributorsAverage number of stores operated(2)9.18.5 Notes:(1) Average number of stores operated by MINISO Retail Partners is calculated by dividing the average number of stores operated under the MINISO Retail Partner model at the beginning and the end of the relevant period by the average of number of MINISO Retail Partners at the beginning and the end of the relevant period.(2) Average number of stores operated by distributors is calculated by dividing the average number of stores operated under the distributor model at the beginning and the end of the relevant period by the average number of distributors at the beginning and the end of the relevant period. |
| 12 MINISO • ANNUAL REPORT 2022 Business Review and Outlook RECENT DEVELOPMENTS AFTER THE REPORTING PERIODListing in Hong KongThe shares of the Company were successfully listed on the Main Board of the Hong Kong Stock Exchange on July 13, 2022. Upon the Listing, the Company unwound its weighted voting rights structure, and all the issued shares of the Company (including the Class B ordinary shares with super-voting rights) were converted and re-designated into ordinary shares which entitle holders to one vote for each Share.Impact of COVID-19 on Our Operations and Financial PerformanceThe resurgences of the Omicron variants of COVID-19 continued to impact the Company’s operations and results in the quarter ending September 30, 2022.In China, regional Omicron outbreaks resulted in reduced traffic to shopping malls where MINISO and TOP TOY stores are located and led to temporary suspension of operations of certain stores. The average numbers of MINISO stores that were temporarily closed were about 64 and 153 in July and August 2022, respectively. Compared with the average monthly GMV of the quarter ended June 30, 2022, our GMV in China increased by approximately 39.1% and 25.3% in July and August 2022, respectively. Going into September 2022, as a result of government restrictions in certain areas in China, the Company currently expects the impact of COVID-19 to persist, especially in first- and second-tier cities.We have also observed encouraging sales recovery in most of our overseas markets, for example, GMV from our distributor markets in July and August 2022, respectively, have surpassed the level in 2019 and represented a year-over-year growth of more than 30% compared to the same period of last year.BUSINESS OUTLOOKLooking forward to the 2023 fiscal year, we aim to further grow our business by pursuing the following strategies.Expand and Upgrade Our Store NetworkDuring the past several months, we have been closely monitoring the development of the pandemic in China and dynamically adjusting our store network expansion plan in China in order to reduce operational risks of MINISO Retail Partners. We intend to take a disciplined approach in store network expansion to capture opportunities in lower-tier cities in China primarily for our MINISO stores, and further penetrate into the cities we have covered. For TOP TOY, we plan to continue to focus our store expansion in first- and second-tier cities while exploring opportunities to further expand into lower-tier cities. We believe there is still large potential for market expansion in China, and the short-term negative impacts of the pandemic is not expected to change fundamentally the long-term prospects of our store expansion.In overseas markets, we have been accelerating our store network expansion during the past several quarters. We will continue to apply our flexible store operation models to further expand our store network based on local conditions in each market in fiscal year 2023. Moreover, we will continue to leverage our existing international operations for further development and to deepen the penetration into strategic markets, most notably in Asia, North America, and Europe. |
| 13 ANNUAL REPORT 2022 • MINISO Business Review and Outlook Enhance Product Development and Supply Chain CapabilitiesUnder the current high inflation environment in certain overseas markets, consumers tend to look for more value, which creates great market opportunities for us. We will maintain and improve the value propositions of our products.We will further enhance our dynamic product development strategy and enrich our product offerings by launching more playful, appealing and useful SKUs, timely adjust our merchandise mix catering to consumer preferences across the globe. At present, we have built preliminary capabilities to launch products in a “711” manner in major overseas markets. Our next focus is on Latin America, North America, Southeast Asia, and Europe, where our goal is to provide more localized products to consumers in those regions.Furthermore, we plan to strengthen our efforts at incubating and co-developing our own IPs and deepen our relationships with existing co-branding partners and foster new co-branding collaborations to drive product innovation.We will further optimize our supply chain by strengthening our cooperation with existing qualified suppliers, attracting new capable suppliers and further developing our global sourcing capabilities. In addition, we will continue to leverage China’s strong supply chain capabilities and benefit from exporting the Chinese supply chain overseas. By enhancing our product development and supply chain capabilities, we aim to buttress our products’ value-for-money, frequent renewals and broad selection to make our products attractive to global consumers.Deepen Consumer Engagement and Drive Multi-channel ExperienceWe will continue to take initiatives to deepen consumer engagement and drive multi-channel experience, where consumers may engage or shop with us via both online channels, which encompass store-based online-to-offline channels as well as e-commerce channels, and offline channels. We plan to expand our online offerings and broaden our online sales channels by further developing our own e-commerce channels and collaborating with more third-party e-commerce and O2O platforms. We will also leverage our network of store-based consumer communities on Weixin to allow consumers to conveniently place orders with their MINISO and TOP TOY stores of choice, providing them with a seamless multi-channel shopping experience. In international markets, we similarly plan to cooperate with more local e-commerce platforms to expand our online sales channels. We believe that offering additional channels of consumer experience will enhance our brand awareness and consumer loyalty, which drive increases in store traffic and in-store purchases. For example, consumers who have purchased our products online may become interested in visiting MINISO and TOP TOY stores offline and making purchases in store. This may bring in more revenue and higher profitability for MINISO and TOP TOY stores. Building on our existing strong consumer affinity, we will continue to improve our membership program, through which we will expand our membership base and accumulate valuable insights into consumer preferences and behavior to further improve operational efficiency, merchandise mix, and shopping experience. We will continue to launch innovative marketing initiatives leveraging popular social media platforms to reinforce consumer outreach efforts and increase our brand awareness.Continue to Invest in BrandingWe aim to continue to invest in branding to better monetize our product capabilities in fiscal year 2023, to effectively convert store visitors and consumers to customers, and to improve customer loyalty. To that end, we plan to enhance our brand recognition through marketing campaigns and customer engagement activities across various online and offline channels, exploration of alternative retail channels and expansion of online sales channels, increasing the proportion of TOP TOY-brand products under our TOP TOY label, and strategic brand upgrade for our MINISO brand in China. |
| Management Discussion and Analysis 14 MINISO • ANNUAL REPORT 2022 For the fiscal year ended June 30,20212022(RMB in thousands) Revenues9,071,65910,085,649Cost of sales(6,640,973)(7,015,888) Gross profit2,430,6863,069,761Other income52,14025,931Selling and distribution expenses(1,206,782)(1,442,339)General and administrative expenses(810,829)(816,225)Other net (loss)/income(40,407)87,308Credit loss on trade and other receivables(20,832)(28,924)Impairment loss on non-current assets(2,941)(13,485) Operating profit401,035882,027Finance income40,43366,344Finance costs(28,362)(33,396) Net finance income12,07132,948Fair value changes of redeemable shares with other preferential rights(1,625,287)Share of loss of equity-accounted investee, net of tax(4,011)(8,162) (Loss)/profit before taxation(1,216,192)906,813Income tax expense(213,255)(267,070) (Loss)/profit for the year(1,429,447)639,743 (Loss)/profit for the year attributable to:Equity shareholders of the Company(1,415,010)638,170Non-controlling interests(14,437)1,573 |
| 15 ANNUAL REPORT 2022 • MINISO Management Discussion and Analysis RevenueOur total revenue increased by 11.2% from RMB9,071.7 million for the fiscal year ended June 30, 2021 to RMB10,085.6 million for the fiscal year ended June 30, 2022, mainly attributable to an increase in revenue generated from sales of lifestyle products and pop toys, which increased by 12.0% from RMB8,036.7 million for the fiscal year ended June 30, 2021 to RMB8,997.7 million for the fiscal year ended June 30, 2022. The increase in revenue generated from sales of lifestyle products and pop toys was mainly due to (i) an increase in the number of MINISO stores and TOP TOY stores, and (ii) gradual recovery of business operations of MINISO stores from the COVID-19 pandemic in overseas markets in 2022 compared to the 2021.During the period, the total number of MINISO stores, including those in China and overseas markets, increased from 4,749 as of June 30, 2021 to 5,199 as of June 30, 2022. The number of TOP TOY stores increased from 33 as of June 30, 2021 to 97 as of June 30, 2022.Cost of SalesOur cost of sales increased by 5.6% from RMB6,641.0 million for the fiscal year ended June 30, 2021 to RMB7,015.9 million for the fiscal year ended June 30, 2022, mainly due to a corresponding increase in our revenue.Gross Profit and Gross MarginGross profit increased by 26.3% from RMB2,430.7 million for the fiscal year ended June 30, 2021 to RMB3,069.8 million for the fiscal year ended June 30, 2022, and gross margin increased from 26.8% to 30.4% during the same period. The increase in gross profit and gross margin was mainly driven by (i) an increase in revenue contribution from the Company’s international operations, which generally have a higher gross margin than the Company’s domestic operations. International operations contributed 26.2% of our total revenue for the fiscal year ended June 30, 2022, compared to 19.6% for the fiscal year ended June 30, 2021, and (ii) higher gross margin contributed by newly launched products in relation to our execution of strategic brand upgrade of MINISO in China.Other IncomeOur other income decreased by 50.3% from RMB52.1 million for the fiscal year ended June 30, 2021 to RMB25.9 million for the fiscal year ended June 30, 2022, primarily due to a decrease in government grants. There are different types of government grants and the amount of which generally fluctuates from period to period.Selling and Distribution ExpensesOur selling and distribution expenses increased by 19.5% from RMB1,206.8 million for the fiscal year ended June 30, 2021 to RMB1,442.3 million for the fiscal year ended June 30, 2022. Excluding equity-settled share-based payment expenses, our selling and distribution expenses increased from RMB1,075.6 million to RMB1,390.3 million during the same period, which was primarily due to (i) increased personnel-related expenses; (ii) increased licensing expenses in relation to our enlarging IP library and enriching offerings of IP products; and (iii) increased promotion and advertising expense, mainly in connection with our strategic brand upgrade of MINISO in China. |
| 16 MINISO • ANNUAL REPORT 2022 Management Discussion and Analysis General and Administrative ExpensesOur general and administrative expenses increased by 0.7% from RMB810.8 million for the fiscal year ended June 30, 2021 to RMB816.2 million for the fiscal year ended June 30, 2022. Excluding equity-settled share-based payment expenses, our general and administrative expenses increased by 18.9% from RMB660.7 million to RMB785.4 million during the same period, which was primarily due to (i) increased depreciation and amortization expenses, mainly related to the land use right of the Company’s headquarters building project; and (ii) increased personnel-related expenses, which were partially offset by decreased office operating expense as a result of expense control measures taken by the Company to tackle the resurgence of COVID-19 in China.Other Net (Loss)/IncomeOur other net income was RMB87.3 million for the fiscal year ended June 30, 2022, compared to other net loss of RMB40.4 million for the fiscal year ended June 30, 2021. This change was mainly attributable to a net foreign exchange gain of RMB14.0 million for the fiscal year ended June 30, 2022, compared to a net foreign exchange loss of RMB114.2 million for the fiscal year ended June 30, 2021.Credit Loss on Trade and Other ReceivablesOur credit loss on trade and other receivables was RMB20.8 million and RMB28.9 million for the fiscal years ended June 30, 2021 and 2022, respectively.Impairment Loss on Non-current AssetsOur impairment loss on non-current assets was RMB2.9 million and RMB13.5 million for the fiscal years ended June 30, 2021 and 2022, respectively. We recorded impairment loss on non-current assets of directly operated stores.Operating ProfitAs a result of the foregoing, we recorded operating profit of RMB882.0 million for the fiscal year ended June 30, 2022, representing an increase of 119.9% from RMB401.0 million for the fiscal year ended June 30, 2021.Net Finance IncomeOur net finance income increased by 172.0% from RMB12.1 million for the fiscal year ended June 30, 2021 to RMB32.9 million for the fiscal year ended June 30, 2022, mainly due to an increase in interest income from bank deposits.Fair Value Changes of Redeemable Shares with Other Preferential RightsOur fair value changes of redeemable shares with other preferential rights were a loss of RMB1,625.3 million for the fiscal year ended June 30, 2021 and nil for the fiscal year ended June 30, 2022. The change was primarily due to the conversion of preferred shares into Class A ordinary shares upon the completion of our initial public offering in the United States and the termination of preferential rights attached to those preferred shares.Share of Loss of Equity-accounted Investee, Net of TaxOur share of loss of equity-accounted investee, net of tax was a loss of RMB8.2 million for the fiscal year ended June 30, 2022, compared to RMB4.0 million for the fiscal year ended June 30, 2021. We had share of loss of equity-accounted investee, net of tax for the fiscal years ended June 30, 2021 and 2022 due to our investment into and share of 20% of loss of a company which was established to acquire the land use right of a parcel of land in Guangzhou for the purpose of establishing a new headquarters building for our Group in August 2020. In October 2021, we acquired the remaining 80% equity interest in this company and we currently own 100% equity interests of the then equity-accounted investee. |
| 17 ANNUAL REPORT 2022 • MINISO Management Discussion and Analysis Income Tax ExpenseWe recorded income tax expense of RMB267.1 million for the fiscal year ended June 30, 2022, compared to RMB213.3 million for the fiscal year ended June 30, 2021.(Loss)/Profit for the YearAs a result of the foregoing, we recorded a profit for the year of RMB639.7 million for the fiscal year ended June 30, 2022, compared to a loss of RMB1,429.4 million for the fiscal year ended June 30, 2021.Current RatioOur current ratio decreased from 2.6 as of June 30, 2021 to 2.1 as of June 30, 2022, primarily due to a decrease in total current assets of RMB1,126.5 million, which was a result of a decrease in inventories of RMB308.0 million, and a decrease in cash and cash equivalents of RMB1,423.2 million, partially offset by an increase in term deposits of RMB236.9 million.OTHER INFORMATION ABOUT OUR FINANCIAL PERFORMANCELiquidity and Capital ResourcesAs at June 30, 2022, our cash, cash equivalents, restricted cash, term deposits, and other investments decreased by 15.3% from RMB6,878.3 million as at June 30, 2021, to RMB5,828.3 million. The decrease was primarily attributable to (i) the increase of net cash used in investing activities, mainly relating to the construction of the headquarters building and (ii) the increase of net cash used in financing activities, mainly from dividends paid to our Shareholders.Significant InvestmentsWe did not make or hold any significant investments during the fiscal year ended June 30, 2022.Material Acquisitions and DisposalsOn October 27, 2021, we acquired 80% equity interest in YGF Investment V Limited (“YGF Investment”), which owns the land use right of a parcel of land in Guangzhou for the purpose of establishing a new headquarters building for our Group, at a total consideration of RMB694.5 million. Upon the completion, YGF Investment became a wholly-owned subsidiary of the Company. We have also consolidated the financial results of YGF Investment into our financial statements since the completion of this acquisition.Save as disclosed above, we did not have any material acquisitions or disposals of subsidiaries, consolidated affiliated entities or associated companies during the fiscal year ended June 30, 2022.Pledge of AssetsAs of June 30, 2022, none of our Group’s assets was pledged.Cash Management PolicyWe believe we can make better use of our cash by making appropriate investments in short-term investment products, which generate income without interfering with our business operation or capital expenditures. Our investment decisions with respect to financial products are made on a case-by-case basis and after due and careful consideration of a number of factors, including, but not limited to, the market conditions, the economic developments, the anticipated investment conditions, the investment cost, the duration of the investment and the expected benefit and potential loss of the investment. We have established a set of internal control measures which allow us to achieve reasonable returns on our investment while mitigating our exposure to high investment risks. These policies and measures were formulated by our senior management. |
| 18 MINISO • ANNUAL REPORT 2022 Management Discussion and Analysis In order to make full use of idle funds, improve the utilization rate of surplus funds, and increase our income, under the premise of not affecting our normal business activities, subject to approval from our chief financial officer, we may purchase a certain amount of wealth management products from financial institutions. According to our internal policies, the manager of our treasury department should make proposals to invest in wealth management products to our chief financial officer and such proposals must be reviewed and approved by our chief financial officer. In assessing a proposal to invest in wealth management products, a number of criteria must be met, including but not limited to the following:• the purchase of wealth management products is limited to low-risk products such as wealth management products with risk level below R2, principal-guaranteed products, and treasury notes issued by banks. The purchase of high-risk financial instruments such as securities and futures is strictly prohibited.• the expected return of the purchased wealth management products should be not lower than bank’s deposit interest rate for term deposits of the same period, the product structure should be relatively simple, and the purchases should be made from financial institutions with large operation scale, overall strength and good credit standing.• the treasury department is responsible for setting up a detailed ledger for wealth management products, the manager of the treasury department manages the financial products, and tracks the progress and safety of wealth management products. In the event of an abnormal situation, the manager of the treasury department should report the situation to the chief financial officer in a timely manner so that we can take effective measures immediately to reduce potential losses.Future Plans for Material Investments and Capital AssetsAs of June 30, 2022, we did not have any detailed future plans for material investments and capital assets.Gearing RatioAs of June 30, 2022, our gearing ratio was 0.1%, compared with 0.3% as of June 30, 2021, calculated as loans and borrowings divided by total equity as of the end of the year and multiplied by 100%.Foreign Exchange RiskOur financial reporting currency is RMB and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. In addition, our results of operations, including margins, are affected by the fluctuation in foreign exchange rates. Our international operations generate revenues primarily in U.S. dollars. Generally, a weakening of RMB against U.S. dollar has a positive effect on our results of operations, while a strengthening of RMB against U.S. dollar has the opposite effect. We have not used any derivative financial instruments to hedge exposure to such risk. To the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of RMB against U.S. dollar would have an adverse effect on RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on U.S. dollar amounts available to us. |
| 19 ANNUAL REPORT 2022 • MINISO Management Discussion and Analysis Contingent LiabilitiesCommitment of tax paymentsIn connection with the acquisition of land use right and the construction of the headquarters building in Guangzhou, we entered into a letter of intent on November 26, 2020 with the local government of the district where our new headquarters building is located and committed to pay an aggregate amount of tax levies of no less than RMB965 million to a local government in Guangzhou for a five-year period starting from January 1, 2021. If we fail to meet the committed amount for any of the five calendar years, we will have to compensate the shortfall. On January 25, 2021, MINISO (Guangzhou) Co., Ltd. provided a performance guarantee of RMB160 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2021, which was valid from April 1, 2021 to March 31, 2022. We have met the commitment for the calendar year of 2021 and therefore MINISO (Guangzhou) Co., Ltd. is not required to make any compensation to the local government under the above performance guarantee. As of March 31, 2022, the above performance guarantee has expired. Subsequently in April 2022, MINISO (Guangzhou) Co., Ltd. provided a performance guarantee of RMB175 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2022, which was valid from April 1, 2022 to March 31, 2023. Our Directors have assessed that, based on the projection of and actual relevant taxes and surcharges paid and payable during the calendar year of 2022 we are expected to meet the commitment for the calendar year of 2022 and thus it is not probable that we need to make such compensation to the local government under the above performance guarantee. No provision has therefore been made in respect of this matter as of June 30, 2022.Lawsuit relating to IP disputeFor the fiscal year ended June 30, 2022, Ruimin Industry (Shanghai) Co., Ltd. initiated two legal proceedings against parties including one of the PRC subsidiaries of the Group and two of the Group’s suppliers relating to an IP dispute. The total amount claimed against the PRC subsidiary was RMB50 million. Based on the assessment of the Group’s litigation counsels, the probability of the subsidiary losing in these two cases is considered low, and even if the claimant were to prevail, the total compensation amount ordered by the courts is expected to be immaterial and significantly lower than the amount claimed. Therefore, no provision was made in respect of these two claims as of June 30, 2022.Lawsuit relating to illicit competitionDuring the fiscal year ended June 30, 2022, Shenzhen Purcotton Technology Co., Ltd initiated a legal proceeding against certain PRC subsidiaries of the Group, one of the Group’s suppliers and a store operated by one of our franchisees relating to an illicit competition dispute. The total amount claimed against the PRC subsidiaries was approximately RMB30 million. Based on the assessment of the Group’s litigation counsels, the probability of the subsidiaries losing is considered low, and even if the claimant were to prevail, the total compensation amount ordered by the courts is expected to be immaterial and significantly lower than the amount claimed. Therefore, no provision was made in respect of the claim as of June 30, 2022.Save as disclosed hereinabove, we had no other material contingent liabilities as of June 30, 2022.Capital CommitmentAs of June 30, 2022, our capital commitment was RMB842.9 million, compared with RMB128.6 million as of June 30, 2021, which is attributable mainly to the construction of the headquarters building. |
| 20 MINISO • ANNUAL REPORT 2022 Management Discussion and Analysis Employees and Remuneration PolicyWe had a total of 3,372 full-time employees as of June 30, 2022, including 1,976 in China and 1,396 in certain overseas countries. The following table sets forth the number of our employees categorized by function as of June 30, 2022. FunctionNumber of Employees Product Development and Supply Chain Management668General and Administrative482Operations1,614Sales and Marketing208Technology218Business Development102Logistics80 Total3,372 Our total remuneration cost incurred for the fiscal year ended June 30, 2022 was RMB864.7 million, as compared to RMB916.2 million for the fiscal year ended June 30, 2021.The number of employees employed by the Company varies from time to time depending on needs and employees are remunerated based on industry practice. The remuneration policy and package of the Group’s employees are periodically reviewed. Apart from pension funds and in-house training programmes, discretionary bonuses, share awards and share options from the Company’s share incentive plan may be awarded to employees according to the assessment of individual performance. |
| Directors’ Report 21 ANNUAL REPORT 2022 • MINISO The Board is pleased to present this Directors’ report together with the consolidated financial statements of the Group for the fiscal year ended June 30, 2022.DIRECTORSThe Directors who held office during the Reporting Period and up to the date of this annual report are:Executive Directors (“EDs”)Mr. YE Guofu (బ) (re-designated as an ED on the Listing Date)Mr. LI Minxin (ҽઽڦ) (re-designated as an ED on the Listing Date)Mr. ZHANG Saiyin (ੵᒄࠪ) (re-designated as an ED on the Listing Date)Independent Non-Executive Directors (“INEDs”)Ms. XU Lili (ࢱኇኇ) (re-designated as an INED on the Listing Date)Mr. ZHU Yonghua (ϡኹശ) (re-designated as an INED on the Listing Date)Mr. WANG Yongping (ˮ̻͑) (re-designated as an INED on the Listing Date)Biographical details of the Directors are set out in the section headed “Directors and Senior Management” on pages 28 to 30 of this annual report.GENERAL INFORMATIONThe Company was 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 completed its initial public offering on the NYSE on October 15, 2020 and the Company’s ADSs have been listed on the NYSE since then. The Company’s shares were subsequently listed on the Main Board of the Hong Kong Stock Exchange on July 13, 2022.PRINCIPAL ACTIVITIESThe principal activity of the Company is investment holding. The principal businesses of the Company’s subsidiaries are the retail and wholesale of lifestyle and pop toy products across the PRC, other parts of Asia, America, Europe and certain other countries. Analysis of the principal activities of the Group and segment results based on geographical locations during the Reporting Period are set out in Note 1 and Note 4 to the consolidated financial statements, respectively.BUSINESS REVIEWA business review of the Group, as required by Schedule 5 to the Companies Ordinance, including a fair review of the Company’s business, a description of the principal risks and uncertainties facing the Company, particulars of important events affecting the Company that have occurred since the end of the financial year, an indication of likely future developments in the Group’s business, an analysis of the Group’s financial performance and the Group’s key relationships with its stakeholders who have a significant impact on the Group and on which the Group’s success depends, is set out in the “Business review and outlook” and “Management discussion and analysis” on pages 5 to 20 of this annual report. These discussions form part of this Directors’ report. Events affecting the Company that have occurred since the end of the financial year is set out in “Recent developments after the Reporting Period” in “Business review and outlook”. |
| 22 MINISO • ANNUAL REPORT 2022 Directors’ Report PRINCIPAL RISKS AND UNCERTAINTIESOur business involves certain risks as set out in the section headed “Risk factors” in the Prospectus and the Form 20-F for the fiscal year ended June 30, 2022 filed with the United States Securities and Exchange Commission. The following list is a summary of certain principal risks and uncertainties facing the Group, some of which are beyond its control.Risks related to our business and industryRisks and uncertainties related to our business and industry include, but are not limited to, the following:• Our success depends upon the continued strength of our brands. If we are unable to maintain and enhance our brands, our business and operating results may be adversely affected;• The growth and profitability of our business depend on the level of consumer demand and discretionary spending. A severe or prolonged economic downturn in China or around the world could materially and adversely affect consumer discretionary spending and therefore adversely affect our business, financial condition and results of operations;• Our success is dependent on the continued popularity of our products, our continued innovation and successful launches of new products, and our anticipation of and timely responses to changes in consumer preferences;• If we are unable to offer our products at prices that are highly appealing to consumers or maintain competitive prices, our business and results of operations would be materially and adversely affected;• If we fail to offer high-quality products to consumers, our business, reputation, results of operations and financial condition will be materially and adversely affected;• Expanding product offerings may expose us to new challenges and more risks;• If we are unable to attract purchases from new and existing consumers, our business, financial condition and results of operations may be materially and adversely affected;• We primarily rely on our retail partners and distributors to expand our store network. If we are unable to expand our store network successfully, our business, results of operations would be adversely affected;• If we, our MINISO Retail Partners or local distributors fail to successfully operate MINISO stores, our business and results of operations would be adversely affected;• Our international operations are subject to a variety of costs and legal, regulatory, political and economic risks;• If our MINISO Retail Partners or local distributors do not satisfactorily fulfill their responsibilities and commitments, our brand image, results of operations could be materially harmed; |
| 23 ANNUAL REPORT 2022 • MINISO Directors’ Report • If we fail to maintain the relationship with our MINISO Retail Partners or our local distributors or fail to attract new MINISO Retail Partners or local distributors to join our store network, our business, results of operations and financial condition could be materially and adversely affected;• Our operations have been and may continue to be affected by COVID-19 pandemic; and• Illegal actions or misconduct of our MINISO Retail Partners, local distributors, sub-contractors or sub-distributors, third-party suppliers or other service providers, or any failure by them to provide satisfactory products or services could materially and adversely affect our business, reputation, financial condition and results of operations.Risks related to doing business in ChinaRisks and uncertainties related to doing business in China include, but are not limited to, the following:• The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections;• The ADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in 2024 if the PCAOB is unable to inspect or investigate auditors completely located in China, or in 2023 if proposed changes to the law are enacted. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment;• The PRC government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our Shares or the ADSs;• Changes in China’s economic, political or social conditions or government policies could have a material and adverse effect on our business and results of operations;• Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us; and• Litigation and negative publicity surrounding China-based companies listed in the U.S. may result in increased regulatory scrutiny of us and negatively impact the trading price of the ADSs and could have a material adverse effect upon our business, including our results of operations, financial condition, cash flows and prospects.Risks related to the ADSs and our SharesRisks and uncertainties related to our ADSs and Shares include, but are not limited to, the following:• The trading price of the ADSs and our Shares has been volatile, which could result in substantial losses to investors;• The concentration of our share ownership among executive officers, Directors, and principal Shareholders and their affiliated entities will likely limit your ability to influence corporate matters and could discourage others from pursuing any change of control transaction that holders of our Shares and the ADSs may view as beneficial; and• Techniques employed by short sellers may drive down the market price of the ADSs. |
| 24 MINISO • ANNUAL REPORT 2022 Directors’ Report ENVIRONMENTAL POLICIES AND PERFORMANCEWe are committed to fulfilling social responsibility, promoting employee benefits and development, protecting the environment, giving back to community and achieving sustainable growth. Details of such will be set out in our environmental, social and governance report to be published (the “Environmental, Social and Governance Report”).COMPLIANCE WITH RELEVANT LAWS AND REGULATIONSSave as disclosed in the Prospectus and as may be disclosed in the Environmental, Social and Governance Report, we have complied with the relevant laws and regulations that have a significant impact on the operations of the Group during the fiscal year ended June 30, 2022.CONNECTED TRANSACTIONSAs the Company was only listed on the Main Board of the Hong Kong Stock Exchange on July 13, 2022 and was not a listed company during the fiscal year ended June 30, 2022, the annual review and reporting requirements under Chapter 14A of the Listing Rules were not applicable to the Company for the fiscal year ended June 30, 2022.For further details of the Company’s connected transactions during the track record period of the Prospectus, please refer to section headed “Connected Transactions” of the Prospectus.MAJOR CUSTOMERS AND MAJOR SUPPLIERSDuring the fiscal year ended June 30, 2022, less than 30% of our total revenue was generated from our five largest customers combined and less than 30% of our total purchases was made form the five largest suppliers combined.None of the Directors, their respective close associates, or any Shareholder (which to the best of the Directors’ knowledge owns more than 5% of the number of issued Shares) had any interest in any of our five largest customers or suppliers during the fiscal year ended June 30, 2022.PRE-EMPTIVE RIGHTSThere are no provisions for pre-emptive rights under the laws of the Cayman Islands which would oblige the Company to offer new Shares on a pro-rata basis to the existing Shareholders.TAX RELIEF AND EXEMPTION OF HOLDERS OF LISTED SECURITIESThe Directors are not aware of any tax relief and exemption available to the Shareholders by reason of their holding of our Company’s securities.SUBSIDIARIESParticulars of the Company’s subsidiaries are set out in Note 1 to the consolidated financial statements.PROPERTY, PLANT AND EQUIPMENTDetails of movements in the property, plant and equipment of the Group during the fiscal year ended June 30, 2022 are set out in Note 13 to the consolidated financial statements.During the fiscal year ended June 30, 2022, none of the Company’s properties are held for development and/or sale or for investment purposes. |
| 25 ANNUAL REPORT 2022 • MINISO Directors’ Report SHARE CAPITAL AND SHARES ISSUEDDetails of movements in the share capital of the Company for the fiscal year ended June 30, 2022 are set out in Note 37 to the consolidated financial statements and “Other information – Purchase, sale or redemption of the Company’s listed securities” in this annual report.SUFFICIENCY OF PUBLIC FLOATBased on information that is publicly available to the Company and within the knowledge of the Directors as of the date of this annual report, the Company has maintained the prescribed percentage of public float under the Listing Rules.DONATIONSDuring the fiscal year ended June 30, 2022, the Group made charitable donations of RMB5.3 million.DEBENTURE ISSUEDOur Group did not issue any debentures during the fiscal year ended June 30, 2022.EQUITY-LINKED AGREEMENTSSave as disclosed in the section headed “2020 Share Incentive Plan” in this annual report, no equity-linked agreement was entered into by the Group, or existed during the fiscal year ended June 30, 2022.DIVIDENDThe Board has approved a special cash dividend in the amount of US$0.172 per ADS or US$0.043 per Share on August 17, 2022, and has been paid to the holders of ADS and Shares on around September 9, 2022.The Board did not recommend the distribution of an annual dividend for the fiscal year ended June 30, 2022.PERMITTED INDEMNITYPursuant to Article 163 of the Articles of Association and subject to the applicable laws and regulations, every Director shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities which they or any of them incurred or sustained, other than by reason of such Director’s own dishonesty, wilful default or fraud, in or about the conduct of our Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions. A permitted indemnity provision (as defined in section 469 of the Companies Ordinance) for the benefit of the Directors is currently and was in force during the Relevant Period.RESERVESDetails of movements in the reserves of the Group and the Company during the fiscal year ended June 30, 2022 are set out in the consolidated statement of changes in equity on pages 61-62 and in Note 37 to the consolidated financial statements, respectively.As of June 30, 2022, the Company had distributable reserve of RMB6,942.4 million.LOANS AND BORROWINGSDetails of the bank loans, overdrafts and other borrowings of the Group for the fiscal year ended June 30, 2022 are set out in Note 25 to the consolidated financial statements. |
| 26 MINISO • ANNUAL REPORT 2022 Directors’ Report DIRECTORS SERVICE CONTRACTSEach of our executive Directors entered into a service contract with our Company on June 26, 2022. The term of appointment is for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than 30 days’ written notice.Each of our independent non-executive Directors entered into an amended and restated director agreement with our Company on June 26, 2022. The term of appointment is for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than 30 days’ written notice, or such shorter period as the parties may agree upon.DIRECTORS INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS OF SIGNIFICANCENone of the Directors or any entity connected with the Directors had a material interest, either directly or indirectly, in any transactions, arrangements or contracts of significance to which the Company, its holding company, or any of its subsidiaries or fellow subsidiaries was a party subsisting during the Relevant Period.EMOLUMENTS OF DIRECTORS AND THE FIVE HIGHEST PAID INDIVIDUALSIn compliance with the Corporate Governance Code, the Company has established the Compensation Committee to formulate remuneration policies.The remuneration is determined and recommended based on each Director’s and senior management personnel’s qualification, position and seniority. As for the independent non-executive Directors, their remuneration is determined by the Board upon recommendation from the Compensation Committee.The Directors and the senior management personnel are eligible participants of 2020 Share Incentive Plan, details of which are set out in this annual report and Note 31 to the consolidated financial statements.Details of the remuneration of the Directors, senior management and the five highest paid individuals are set out in Notes 40 and 41 to the consolidated financial statements.None of the Directors waived or agreed to waive any remuneration and there were no emoluments paid by the Group to any of the Directors as an inducement to join, or upon joining the Group, or as compensation for loss of office.CONTRACTS WITH CONTROLLING SHAREHOLDERSSave as disclosed in this annual report, no contract of significance or contract of significance for the provision of services has been entered into among the Company or any of its subsidiaries and the Controlling Shareholders or any of their subsidiaries during the Relevant Period.MANAGEMENT CONTRACTSSave as disclosed in the section headed “Directors’ Service Contracts” in this annual report, no contract concerning the management and administration of the whole or any substantial part of the business of the Company was entered into or existed during the Relevant Period. |
| 27 ANNUAL REPORT 2022 • MINISO Directors’ Report AUDITORThe consolidated financial statements of the Group have been audited by KPMG, who will retire and, being eligible, offer themselves for re-appointment at the forthcoming annual general meeting of the Company. There was no change in our Company’s independent external auditors during the Relevant Period.DIRECTORS RIGHTS TO ACQUIRE SHARES OR DEBENTURESSave as disclosed in this annual report, at no time during the Relevant Period was the Company or any of its subsidiaries, fellow subsidiaries or its holdings companies a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of the Company or any other body corporate; and none of the Directors, or any of their spouse or children under the age of 18, had any right to subscribe for equity or debt securities of the Company or any other body corporate, or had exercised any such right.CONTROLLING SHAREHOLDERS AND DIRECTORS COMPETING BUSINESSEach of our Controlling Shareholder and Director confirms that as of the date of this annual report, he or she did not have any interest in a business which materially competes or is likely to compete, directly or indirectly, with our business, and requires disclosure under Rule 8.10 of the Listing Rules.By order of the BoardMr. YE GuofuExecutive Director and ChairmanHong KongOctober 19, 2022 |
| Directors and Senior Management 28 MINISO • ANNUAL REPORT 2022 DIRECTORSExecutive DirectorsMr. YE Guofu (బ), aged 44, has served as our Director since January 2020 and was re-designated as our executive Director with effect from the Listing Date. He is our founder and has served as the chairman of the Board and the chief executive officer of our Company since February 2020. Mr. Ye is responsible for the overall strategy, business development and management of our Group.Mr. Ye founded MINISO Corporation, the predecessor of our Group, in August 2009 and has since then served as the chief executive officer of MINISO Corporation until August 2018. After MINISO Guangzhou, our PRC holding entity before we established our offshore holding structure, was established in October 2017, Mr. Ye has since then been serving as a director and the general manager of MINISO Guangzhou. Mr. Ye accumulated immense mastery in trendy fashion during the period of Chinese economic transformation and seized the opportunity to improve the social quality consumption patterns, bringing a new business model in China.Mr. Ye received his junior college diploma in economic management from Zhongnan University of Economics and Law in China in July 2001.Mr. LI Minxin (ҽઽڦ), aged 50, has served as our Director since February 2020 and was re-designated as our executive Director with effect from the Listing Date. He has served as an executive vice president of our Company since February 2020. Mr. Li is responsible for the overall strategy, legal and business development of our Group.Mr. Li served as an executive vice president in charge of business development at MINISO Corporation, the predecessor of our Group, from February 2010 to August 2018. After MINISO Guangzhou was established in October 2017, Mr. Li has been served as an executive vice president of MINISO Guangzhou in charge of business development from August 2018 and served as a director of MINISO Guangzhou from December 2018 to March 2020. Before that, Mr. Li operated his own franchisee business in the apparel industry and accumulated substantial industry experience.Mr. ZHANG Saiyin (ੵᒄࠪ), aged 42, has served as our Director since February 2020 and was re-designated as our executive Director with effect from the Listing Date. He has served as the chief financial officer and the executive vice president of our Company since February 2020. Mr. Zhang is responsible for the overall strategy, accounting and the capital markets activities of our Group.Mr. Zhang has served as an independent non-executive director of ClouDr Group Limited (HKEX: 9955), a chronic condition management solution provider in China, since July 2022. Mr. Zhang joined MINISO Corporation in July 2017 and served as the chief financial officer and a vice president of MINISO Corporation from July 2017 to October 2018. After MINISO Guangzhou was established, Mr. Zhang served as a director of MINISO Guangzhou from December 2018 to March 2020 and have been serving as the chief financial officer and an executive vice president of MINISO Guangzhou since October 2018. Prior to joining our Group, Mr. Zhang served as the assistant general manager and the chief financial officer of China Resources Textiles (Holdings) Company Limited, a company engaging in producing, processing and distribution of textile products and brand garments, from June 2015 to July 2017 and served multiple finance leadership roles at the same companies from April 2011 to May 2015. Prior to that, Mr. Zhang served as a manager of the finance department at Shenzhen Jinjia Color Printing Group Co., Ltd. (SZSE: 2191), a company engaging in the production and distribution of cigarette label products and the development and manufacture of package printing materials listed on the Shenzhen Stock Exchange, from September 2009 to March 2011. Mr. Zhang served as a senior auditor at the Shenzhen office of Deloitte Touche Tohmatsu Limited from July 2005 to September 2009. Prior to that, Mr. Zhang served in overseas investment and financing department at ZTE Corporation (SZSE: 0063; HKEX: 0763), a company providing integrated telecommunications and information technology solutions worldwide listed on the Shenzhen Stock Exchange and the Main Board of the Hong Kong Stock Exchange, from March 2004 to July 2005. |
| 29 ANNUAL REPORT 2022 • MINISO Directors and Senior Management Mr. Zhang received his bachelor’s degree in accounting from Huazhong Agricultural University in China in June 2002 and his master’s degree in accounting and finance from University of Birmingham in the United Kingdom in September 2003. Mr. Zhang is also a member of Association of Chartered Certified Accountants Southern China Steering Team since July 1, 2020.Independent Non-Executive DirectorsMs. XU Lili (ࢱኇኇ), aged 41, has served as our independent director since October 2020 and was re-designated as an independent non-executive Director with effect from the Listing Date.Ms. Xu has served as an independent director of Yalla Group Limited (NYSE: YALA), a social networking and entertainment platform company listed on the NYSE, since February 2021. In addition, Ms. Xu has served as the chief financial officer of ClouDr Group Limited (HKEX: 9955), a chronic condition management solution provider in China, since October 2020. Prior to that, Ms. Xu served as the chief financial officer of Tongdao Liepin Group (HKEX: 6100), a company engaging in the provision of a variety of talent acquisition services to individual, businesses and head hunters listed on the Main Board of the Hong Kong Stock Exchange, from March 2014 to September 2020 and an executive director from March 2018 to September 2020. Prior to that, Ms. Xu held various positions at General Electric Company (NYSE: GE), a high-tech industrial company listed on the NYSE, including as the chief financial officer of GE Power Generation Services China, from January 2005 to March 2014.Ms. Xu received a bachelor’s degree in international business from Nanjing University in China in June 2003 and a master of science degree in local economic development from the London School of Economics and Political Science in the United Kingdom in November 2004. Ms. Xu is a public accountant certified by the Board of Accountancy of Washington State of the United States since June 2012.Mr. ZHU Yonghua (ϡኹശ), aged 41, has served as our independent director since October 2020 and was re-designated as an independent non-executive Director with effect from the Listing Date.Mr. Zhu has been the founding partner of Long-Z (formerly Meituan DragonBall Capital), a venture capital fund, since January 2017 in charge of the overall investment of Long-Z and a vice president of Meituan Dianping (HKEX: 3690). Mr. Zhu served as an executive director of the department of investment in modern agriculture and food at Legend Holdings Corporation (HKEX: 3396), a leading industrial investment and operations company in China listed on the Main Board of the Hong Kong Stock Exchange, from November 2014 to December 2016. Mr. Zhu worked at Tiantu Capital, an investment management company, from July 2007 to October 2014, including as a partner from December 2013 to October 2014.Mr. Zhu received a master’s degree in finance from Newcastle University in the United Kingdom in December 2005.Mr. WANG Yongping (ˮ̻͑), aged 53, has served as our independent director since November 2021 and was re-designated as an independent non-executive Director with effect from the Listing Date. Mr. Wang has served as the president of China Commercial Real Estate Association since August 2016 and as a vice chairman of the Commerce Economy Association of China since April 2018. Mr. Wang has also served as an independent director of Easyhome New Retail Group Co., Ltd. (SZSE: 0785), a China-based company engaging in investment, development, merchandize distributorship, marketing and service of the home building material industry and listed on the Shenzhen Stock Exchange, since December 2019, and an independent non-executive director of SCE Intelligent Commercial Management Holdings Limited (HKEX: 0606), a China-based investment holding company that mainly provides integrated property management services listed on the Main Board of the Hong Kong Stock Exchange, since June 2021. From April 2017 to May 2020, he served as an independent director at Winner Technology Co., Inc. (SZSE: 300609), a data operation services provider listed on the Shenzhen Stock Exchange. |
| 30 MINISO • ANNUAL REPORT 2022 Directors and Senior Management Mr. Wang was an independent director of Shanghai Youyouto Investment Development Co., Ltd. (“Shanghai Youyouto”), a limited liability company established in the PRC principally engaged in the operation of children’s indoor amusement park, from March 2016 to March 2019, where he was primarily responsible for providing independent advice on its operations and management. Shanghai Youyouto was declared bankrupt on December 22, 2020 and is currently in the process of liquidation. Mr. Wang confirmed that he was not involved in the management and operation of the business of Shanghai Youyouto. During his directorship with Shanghai Youyouto, Mr. Wang attended the meetings of Shanghai Youyouto as its independent director whenever notified and had reviewed meeting proposals and resolutions provided to him in relation to the composition of the board of directors, appointment of new directors and amendment of Shanghai Youyouto’s articles of association. Mr. Wang confirmed that he had not breached his fiduciary duties and duties of due diligence during his directorship with Shanghai Youyouto. Mr. Wang further confirmed that to the best of his knowledge and belief, as of the Latest Practicable Date, no claims had been made against him and he was not aware of any threatened or potential claims made against him and there are no outstanding claims and/or liabilities as a result of the liquidation of Shanghai Youyouto.Before joining our Group, Mr. Wang held various senior management positions in several national commercial real estate institutions. Mr. Wang served as director at Beijing Sperry Real Estate Brokerage Co., Ltd. From March 2014 to February 2020. He also served as an executive general manager mainly responsible for its daily management at Zhongshang Lianmeng (Beijing) Real Estate Consulting Co., Ltd. From April 2011 to December 2020. Mr. Wang served as an executive vice secretary-general, vice chairman and secretary-general at China Federation of Urban Commercial Outlets Construction Administration from November 2003 to July 2010. He served as a director at Zhongshang Lianmeng (Beijing) Commercial Investment Co., Ltd. From September 2011 to July 2017. Mr. Wang also served as an executive editor-in-chief and editor-in-chief at Journal of Commercial Economics from May 2002 to September 2018 and as a reporter and a chief reporter, mainly responsible for business news gathering and editing at China Business Herald from September 1990 to April 2002.Mr. Wang received his bachelor’s degree in economics from Hangzhou College of Commerce (now known as Zhejiang Gongshang University) in China in July 1990.SENIOR MANAGEMENTOur senior management team comprises of Mr. YE Guofu, Mr. LI Minxin, Mr. ZHANG Saiyin, who are each an executive Director, and Ms. DOU Na and Ms. YANG Yunyun. See “– Executive directors” for biographies of Mr. YE Guofu, Mr. LI Minxin and Mr. ZHANG Saiyin.Ms. DOU Na (ᘨࢆ), aged 37, has served as an executive vice president of our Company since February 2020. Ms. Dou is responsible for product design and development of our Group.Ms. Dou served as an executive vice president of MINISO Corporation from September 2009 to August 2018 in charge of product design and development. After MINISO Guangzhou was established, Ms. Dou has served as an executive vice president of MINISO Guangzhou in charge of product development since August 2018 and as a director of MINISO Guangzhou from December 2018 to March 2020.Ms. Dou received her specialist degree in clinical medicine from Wuhan University in China in July 2004 and her bachelor’s degree in product design from Jiangnan University in China in July 2021.Ms. YANG Yunyun (เථථ), aged 45, has served as a vice president of our Company since February 2020. Ms. Yang is responsible for the risk management and internal controls of our Group.Ms. Yang has been serving as a director of MINISO Corporation since August 2009 and served as an executive vice president of the risk management center of MINISO Corporation from September 2009 to August 2018. After MINISO Guangzhou was established, Ms. Yang has served as an executive vice president of MINISO Guangzhou in charge of risk management since August 2018 and as a director of MINISO Guangzhou from December 2018 to March 2020.Ms. Yang completed a specialist online course on mental health education at Beijing Normal University in July 2020. |
| 31 ANNUAL REPORT 2022 • MINISO Directors and Senior Management JOINT COMPANY SECRETARIESMr. ZHANG Jingjing (ੵཨԯ) has been appointed as a joint company secretary of the Company with effect from the Listing Date. Mr. Zhang currently serves as our vice president of capital markets and his responsibilities mainly cover investor relations, corporate strategy, treasury and investment. Mr. Zhang has over 10 years of experience in capital markets. Before joining us, he served in various roles in investor relations area at several TMT companies in China, including Qutoutiao Inc. (NASDAQ: QTT) and Weibo Corp. (NASDAQ: WB and HKEX: 9898). Mr. Zhang received his dual bachelor’s degree in World History and Business Administration from Nankai University in June 2011 and is currently an MBA candidate of the finance executive program at China Europe International Business School. Mr. Zhang is a Chartered Financial Analyst and a non-practicing member of the Chinese Institute of Certified Public Accountants.Ms. WONG Hoi Ting (ර௱ణ) has been appointed as a joint company secretary of the Company with effect from the Listing Date. Ms. Wong is an assistant manager of the listing services department of TMF Hong Kong Limited, responsible for providing corporate secretarial and compliance services to listed companies. She has over eight years of experience in the corporate secretarial field. Ms. Wong is an associate of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom. Ms. Wong holds a bachelor’s degree of social sciences from Lingnan University in Hong Kong in October 2009 and a master’s degree of science in professional accounting and corporate governance from City University of Hong Kong in Hong Kong in July 2014.CHANGES TO DIRECTORS INFORMATIONDuring the Relevant Period, there has been no change to the information of the Directors which is required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules.DISCLOSURE UNDER RULE 8.10 OF THE LISTING RULESDuring the Relevant Period, neither our Controlling Shareholders nor any of our Directors had any interest in a business, apart from the business of our Group, which competes or is likely to compete, directly or indirectly, with our business, which would require disclosure under Rule 8.10 of the Listing Rules.CONFIRMATION OF INDEPENDENCEWe have received from each independent non-executive Director an annual confirmation of his/her independence pursuant to Rule 3.13 of the Listing Rules, and our Board considers each of them independent. |
| Corporate Governance Report 32 MINISO • ANNUAL REPORT 2022 The Shares of the Company were listed on the Hong Kong Stock Exchange on July 13, 2022, only since which time the relevant Listing Rules have been applicable to the Company.To the extent applicable, this corporate governance report of the Company only covers the Relevant Period. More information may be provided for the fiscal year ended June 30, 2022, but please note that the relevant Listing Rules were not applicable to the Company during such period and any such information provided is solely for the Shareholders’ information.CORPORATE GOVERNANCE PRACTICESThe Group is committed to upholding and implementing the highest standards of corporate governance to safeguard the interests of the Shareholders and enhance its value and accountability.Upon the Listing in July 2022, the Company has adopted the code provisions as set out in the Corporate Governance Code. Save as disclosed in this annual report, the Company has complied with all the applicable code provisions as set out under Part 2 of the Corporate Governance Code since its Listing Date up to the date of this annual report. The Group will continue to review and monitor its corporate governance practices to ensure compliance with the Corporate Governance Code.BOARD OF DIRECTORSResponsibilitiesThe Board is responsible for the overall leadership of the Group, oversees the Group’s strategic decisions and monitors business and performance. The Board has delegated the authority and responsibility for day-to-day management and operation of the Group to the senior management of the Group. To oversee particular aspects of the Company’s affairs, the Board has established three Board committees, including the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee (together, the “Board Committees”). The Board has delegated to the Board Committees responsibilities as set out in their respective terms of reference.All Directors shall ensure that they carry out their duties in good faith, in compliance with applicable laws and regulations, and in the interests of the Company and Shareholders at all times.The Company has arranged appropriate liability insurance for the Directors during the Reporting Period and will review the coverage of the insurance annually. |
| 33 ANNUAL REPORT 2022 • MINISO Corporate Governance Report BOARD COMPOSITIONAs at the date of this annual report, the Board comprised three executive Directors and three independent non-executive Directors as follows:Executive DirectorsMr. YE Guofu (Chairman and Chief Executive Officer)Mr. LI MinxinMr. ZHANG SaiyinIndependent Non-Executive DirectorsMs. XU LiliMr. ZHU YonghuaMr. WANG YongpingThe biographies of the Directors are set out under the section headed “Directors and Senior Management” on pages 28 to 31 in this annual report.The Board has met the requirements of Rules 3.10(1) and 3.10(2) of the Listing Rules relating to the appointment of at least three independent non-executive directors with at least one of them possessing appropriate professional qualifications or accounting or related financial management expertise.The Company has also complied with Rule 3.10A of the Listing Rules, which relates to the appointment of independent non-executive directors representing at least one-third of the Board.Each of the independent non-executive Directors has confirmed his/her independence pursuant to Rule 3.13 of the Listing Rules and the Company considers each of them to be independent.None of the Directors has any personal relationship (including financial, business, family or other material/relevant relationship) with any other Directors or any chief executive.All Directors, including the independent non-executive Directors, have brought a wide spectrum of valuable business experience, knowledge and expertise to the Board for its efficient and effective functioning. Independent non-executive Directors are invited to serve on the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.As regards the code provision under the Corporate Governance Code requiring directors to disclose the number and nature of offices held in public companies or organizations and other significant commitments as well as their identity and the time involved to the issuer, the Directors have agreed to disclose their commitments to the Company in a timely manner. |
| 34 MINISO • ANNUAL REPORT 2022 Corporate Governance Report INDUCTION AND CONTINUOUS PROFESSIONAL DEVELOPMENTAll newly appointed Directors will be provided with necessary induction training and information to ensure that they have a proper understanding of the Company’s operations and businesses as well as their responsibilities under relevant statues, laws, rules and regulations. The Company also arranges regular seminars to provide all Directors with updates on the latest development and changes in the Listing Rules and other relevant legal and regulatory requirements from time to time. The Directors are also provided with regular updates on the Company’s performance, position and prospects to enable the Board as a whole and each Director to discharge their duties.The Company encourages all Directors to participate in professional development to develop and refresh their knowledge and skills. The joint company secretaries of the Company update and provide the Directors with written training materials in relation to their roles, functions and duties from time to time.Based on the information provided by the Directors, a summary of trainings received by the Directors during the fiscal year ended June 30, 2022 and in preparation for the Listing is set out below: Name of DirectorNature of trainings attendedMr. YE GuofuA, B, C and DMr. LI MinxinA, B, C and DMr. ZHANG SaiyinA, B, C and DMs. XU LiliA, B, C and DMr. ZHU YonghuaA, B, C and DMr. WANG YongpingA, B, C and D Notes:A: attending seminars and/or conferences and/or forums and/or briefingsB: making speeches at seminars and/or conferences and/or forumsC: participating in training provided by law firms and that relating to the business of the CompanyD: reading materials on various topics, including corporate governance matters, directors’ duties and responsibilities, Listing Rules and other relevant lawsCHAIRMAN AND CHIEF EXECUTIVE OFFICERUnder code provision C.2.1 of the Corporate Governance Code, the roles of chairman of the Board and chief executive officer should be separate and should not be performed by the same individual.The Company does not have a separate chairman and chief executive officer and Mr. Ye currently performs these two roles of the Company. Mr. Ye is our founder and has extensive experience in our business operations and management. The Board believes that vesting the roles of both chairperson and chief executive officer in the same person has the benefit of ensuring consistent leadership within our Group and enables more effective and efficient overall strategic planning for our Group. The Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable our Company to make and implement decisions promptly and effectively. The Board will continue to review and consider splitting the roles of chairman of the Board and the chief executive officer of our Company if and when it is appropriate taking into account the circumstances of the Group as a whole. |
| 35 ANNUAL REPORT 2022 • MINISO Corporate Governance Report APPOINTMENT AND RE-ELECTION OF DIRECTORSEach of the executive Directors entered into a service contract with our Company on June 26, 2022. The term of appointment shall be for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than 30 days’ written notice.Each of the independent non-executive Directors entered into an amended and restated director agreement with our Company on June 26, 2022. The term of appointment is for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than 30 days’ written notice, or such shorter period as the parties may agree upon.None of the Directors proposed for re-election at the forthcoming annual general meeting of the Company has or is proposed to have a service contract with the Company or any of its subsidiaries which is not determinable by the employer within one year without the payment of compensation (other than statutory compensation).The Articles of Association provide that the Company may by ordinary resolution appoint any person to be a Director or remove any Director (including a managing Director or other executive Director) before the expiration of his or her term of office. In addition, the Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed shall hold office only until the first annual general meeting of the Company after his or her appointment and shall then be eligible for re-election at that meeting. An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expired shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board.The procedures and process of appointment, re-election and removal of Directors are set out in the Articles of Association. The Nominating and Corporate Governance Committee is responsible for reviewing the Board composition, and for making recommendations to the Board on the appointment, re-appointment of Directors and succession plans for the Directors.BOARD MEETINGSThe Company adopts the practice of holding Board meetings regularly, at least four times a year, and at approximately quarterly intervals. Notices of not less than fourteen days are given for all regular Board meetings to provide all Directors with an opportunity to attend and include matters in the agenda for a regular meeting.For other Board meetings and Board Committee meetings, reasonable notice is generally given by the Company. The agenda and accompanying meeting papers are provided to the Directors or Board Committee members at least three days before the Board meetings or Board Committee meetings to ensure that the Directors have sufficient time to review the papers and be adequately prepared for the Board meetings or Board Committee meetings. When Directors or Board Committee members are unable to attend a meeting, they will be advised of the matters to be discussed and given an opportunity to make their views known to the Chairman prior to the meeting. Minutes of meetings are kept by the joint company secretaries with copies circulated to all Directors for information and records. |
| 36 MINISO • ANNUAL REPORT 2022 Corporate Governance Report Minutes of the Board meetings and Board Committee meetings are recorded in sufficient detail on the matters considered by the Board and the Board Committees and the decisions reached, including any concerns raised by the Directors. Draft minutes of each Board meeting and Board Committee meeting are sent to the Directors for comments within a reasonable time after the date on which the meeting is held. The minutes of the Board meetings are open for inspection by all Directors.During the period from the Listing Date and up to the date of this annual report, four Board meetings were held and no general meeting was convened. Details of the Directors’ attendance in Board meetings are set out below: DirectorBoard meetings attendedAudit Committee meetingsCompensation Committee meetingNominating and Corporate Governance Committee meetingMr. YE Guofu3/4N/A1/11/1Mr. LI Minxin3/4N/AN/AN/AMr. ZHANG Saiyin4/4N/AN/AN/AMs. XU Lili4/42/21/11/1Mr. ZHU Yonghua4/42/21/11/1Mr. WANG Yongping4/42/21/11/1 Going forward, regular Board meetings will continue to be held at least four times a year, at approximately quarterly intervals. Apart from regular Board meetings, the Chairman of the Board will also hold meetings with the independent non-executive Directors without the presence of other Directors during each year.MODEL CODE FOR SECURITIES TRANSACTIONSThe Shares of the Company were listed on the Hong Kong Stock Exchange on July 13, 2022, only since which time the Model Code has been applicable to the Company.The Company has adopted the Management Trading of Securities Policy (the “Code”), with terms no less exacting than the Model Code, as its own securities dealing code to regulate all dealings by Directors and relevant employees of securities transactions in the Company and other matters covered by the Code.Specific enquiry has been made to all the Directors and each of the Directors has confirmed that he/she has complied with the required standards as set out in the Code during the Relevant Period. |
| 37 ANNUAL REPORT 2022 • MINISO Corporate Governance Report RESPONSIBILITIES AND DELEGATION BY THE BOARDThe Board is the primary decision-making body of the Company and is responsible for overseeing the Group’s businesses, strategic decisions and performance and is collectively responsible for promoting the success of the Company by directing and supervising its affairs. The Board makes decisions objectively in the interests of the Company. All Directors, including independent non-executive Directors, have brought a wide spectrum of valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning.The day-to-day management, administration and operation of the Group are delegated to the senior management. The Board regularly reviews the functions and responsibilities delegated. The management needs to obtain approval from the Board prior to entering into any significant transactions.The Board reserves the right to make decisions on all substantial affairs of the Company, including: to approve and oversee all policy and matters, overall strategy and budgets, internal control and risk management systems, material transactions (in particular those that may involve conflict of interests), financial information, appointment of Directors and other major financial and operational issues. The Directors may, at the Company’s expense, seek independent professional advice when performing their duties. The Directors are also encouraged to independently consult with the senior management of the Company.CORPORATE GOVERNANCE FUNCTIONThe Board confirmed that corporate governance is a collective responsibility of the Directors and their corporate governance functions include:(a) to review and monitor the Company’s policies and practices in complying with legal and regulatory requirements;(b) to review and monitor the training and continuous professional development of the Directors and senior management of the Company;(c) to develop, review and monitor the code of conduct and compliance manual applicable to employees and the Directors;(d) to develop and review the Company’s policies and practices on corporate governance, and to make recommendations and report related issues to the Board;(e) to review the Company’s compliance with the Corporate Governance Code and disclosure in the Corporate Governance Report; and(f) to review and monitor the Company’s compliance with the Company’s reporting policies. |
| 38 MINISO • ANNUAL REPORT 2022 Corporate Governance Report BOARD COMMITTEESAudit CommitteeThe Audit Committee comprises three independent non-executive Directors, namely Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping. Ms. XU Lili, being the chairwoman of the committee, is appropriately qualified as required under Rules 3.10(2) and 3.21 of the Listing Rules.The primary duties of the Audit Committee are:(a) to monitor the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;(b) to review the adequacy of our internal control over financial reporting; and(c) to review all related party transactions for potential conflict of interest situations and approve all such transactions.The written terms of reference of the Audit Committee are available on the websites of the Hong Kong Stock Exchange and the Company.Compensation CommitteeThe Compensation Committee comprises three independent non-executive Directors, namely Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping and an executive Director, namely Mr. YE Guofu. Mr. ZHU Yonghua is the chairman of the Compensation Committee.The primary duties of the Compensation Committee are:(a) to review and make recommendations to the Board with respect to Director’s compensation;(b) to evaluate the performance of our chief executive officer and chief financial officer and review and make recommendations to the Board regarding the terms of their compensation; and(c) to review and approve the compensation of our other executive officers and senior management.The written terms of reference of the Compensation Committee are available on the websites of the Hong Kong Stock Exchange and the Company. |
| 39 ANNUAL REPORT 2022 • MINISO Corporate Governance Report Remuneration of Senior ManagementFurther details of the remuneration by band of members of the senior management of the Company (whose biographies are set out on page 30 of this annual report) for the fiscal year ended June 30, 2022 are set out in Note 41 to the consolidated financial statements.Nominating and Corporate Governance CommitteeThe Nominating and Corporate Governance Committee comprises three independent non-executive Directors, namely Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping and an executive Director, namely Mr. YE Guofu. Mr. WANG Yongping is the chairman of the Nominating and Corporate Governance Committee.The primary duties of the Nominating and Corporate Governance Committee are:(a) in respect of its nomination functions, to develop and recommend to the Board criteria for Board and committee membership, recommend to the Board the persons to be nominated for election as Directors and to each of the Board’s committees, and develop and recommend to the Board a set of corporate governance guidelines; and(b) in respect of its corporate governance functions, to ensure that our Company is operated and managed for the benefit of all shareholders and to ensure our Company’s compliance with the Listing Rules.The written terms of reference of the Nominating and Corporate Governance Committee are available on the websites of the Hong Kong Stock Exchange and the Company.Nomination PolicyIn identifying and selecting suitable candidates for directorships, the Nominating and Corporate Governance Committee would consider the candidate’s relevant criteria that are necessary to complement the corporate strategy and achieve diversity of the Board, where appropriate, before making recommendation to the Board.Board Diversity PolicyThe Board has adopted a board diversity policy (the “Board Diversity Policy”) which sets out the approach to achieve diversity of the Board. Our Company recognizes and embraces the benefits of having a diverse Board and sees increasing diversity at the Board level, including gender diversity, as an essential element in maintaining our Company’s competitive advantage and enhancing its ability to attract, retain and motivate employees from the widest possible pool of available talent. In particular, our Company currently has one female Director, alongside five male Directors and will continue to work towards enhancing the gender diversity of the Board. Pursuant to the Board Diversity Policy, in reviewing and assessing suitable candidates to serve as a Director, the Nominating and Corporate Governance Committee will consider a number of aspects, including but not limited to gender, age, cultural and educational background, professional qualifications, skills, knowledge, and industry and regional experience.Pursuant to the Board Diversity Policy, the Nominating and Corporate Governance Committee will discuss periodically and when necessary, agree on the measurable objectives for achieving diversity, including gender diversity, on the Board and recommend them to the Board for adoption.As of the date of this annual report, the Company had a total of six Directors, including one female Director. There is a diverse mix of educational background and professional experience. The Nominating and Corporate Governance Committee has reviewed the diversity policy and considers that, appropriate balance has been stricken among the Board members in terms of skills, experience and perspectives. |
| 40 MINISO • ANNUAL REPORT 2022 Corporate Governance Report DIRECTORS RESPONSIBILITIES IN RESPECT OF FINANCIAL STATEMENTSThe Directors acknowledge their responsibility for preparing the financial statements of the Company for the fiscal year ended June 30, 2022 to truly and fairly reflect the financial position of the Group and the results and cash flows of the Group.The management of the Company provides such explanation and information to the Board so as to enable the Board to make an informed assessment of the financial statements of the Company, which are put to the Board for approval.The Directors are not aware of any material uncertainties relating to events or conditions which may cast significant doubt upon the Group’s ability to continue as a going concern.The statement by the auditor regarding its reporting responsibilities on the consolidated financial statements of the Company is set out in the Independent Auditor’s Report on pages 55 to 56 of this annual report.RISK MANAGEMENT AND INTERNAL CONTROLThe Board acknowledges that it is responsible for the risk management and internal control systems and reviewing their effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.The Board is responsible for evaluating and determining the nature and extent of the risks it is willing to take in achieving the Company’s strategic objectives, and ensuring that the Company establishes and maintains appropriate and effective risk management and internal control systems. The Board oversees risk management functions directly and also through the Audit Committee and the senior management.The senior management is responsible for the overall implementation of risk management and internal control plans and policies determined by the Board and managing the risks in connection with all of the Company’s business operations. The senior management identifies, assesses and takes measures against any significant risks that the Company is facing, and reviews the risk assessment report on a regular basis and reports to the Board on a regular basis.The Board did not identify any significant unresolved areas of concern prior to the Listing.The Audit Committee assists the Board in leading the management and monitoring and overseeing the risk management and internal control systems through the internal audit department, and reporting and making recommendations to the Board where appropriate.With effect from the Listing, the management will confirm to the Board and the Audit Committee on the effectiveness of the risk management and internal control systems for each financial year.The Board, as supported by the Audit Committee as well as the management report and the internal audit findings by the internal audit department, will review the effectiveness of the Company’s and its subsidiaries’ risk management and internal control systems, including the financial, operational and compliance controls, for each financial year, and will consider whether such systems are effective and adequate. |
| 41 ANNUAL REPORT 2022 • MINISO Corporate Governance Report The annual review will also cover the financial reporting and internal audit function and staff qualifications, experiences and relevant resources. The Board, supported by the Audit Committee and management, reviewed the management reports and the internal audit reports. For the Reporting Period, the Board considered the risk management and internal control systems of the Company effective and adequate.The Board is responsible for the handling and dissemination of inside information. In order to ensure the market and stakeholders are timely and fully informed about the material developments in the Company’s business, the Board has adopted the inside information disclosure policy regarding the procedures of proper information disclosure. As such, the inside information will not be passed on to any external party.AUDITORS REMUNERATIONThe approximate remuneration of the auditors for their audit and non-audit services provided to the Company for the fiscal year ended June 30, 2022 is as follows: Services renderedAmount (RMB000)Audit fees(1)22,500Tax fees(2)416All other fees(3)989 Total23,905 Notes:(1) “Audit fees” represents the aggregate fees billed for the year listed above for professional services rendered by our principal accounting firm for the audit of our annual financial statements or services that are normally provided by the auditors in connection with statutory and regulatory filings or engagements, including audit fees relating to our global offering in connection with the listing on the Hong Kong Stock Exchange in 2022.(2) “Tax fees” represents the aggregate fees billed for the year listed above for professional services rendered by our principal accounting firm for tax compliance and tax advice.(3) “All other fees” represents the aggregate fees for services rendered by our principal accounting firm other than services reported under “Audit fees” and “Tax fees”.JOINT COMPANY SECRETARIESMr. ZHANG Jingjing (“Mr. Zhang”), our vice president of capital markets, was appointed as our joint company secretary with effect on the Listing Date. In order to uphold good corporate governance and ensure compliance with the Listing Rules and applicable Hong Kong laws, the Company has also appointed Ms. Wong Hoi Ting (“Ms. Wong”) of TMF Hong Kong Limited (a company secretarial services provider), to act as another joint company secretary and to provide assistance to Mr. Zhang for performing his duties as a company secretary of the Company. Ms. Wong’s primary contact person at the Company is Mr. Zhang.Since the Company was listed on the Hong Kong Stock Exchange in July 2022, Rule 3.29 of the Listing Rules was not applicable to the Company during the past fiscal year. |
| 42 MINISO • ANNUAL REPORT 2022 Corporate Governance Report DIVIDEND POLICYOn August 19, 2021, the Board declared a cash dividend in the amount of US$0.156 per ADS, or US$0.039 per Share, payable as of the close of business on September 9, 2021 to shareholders of record as of the close of business on August 31, 2021. The aggregate amount of cash dividends paid was approximately RMB304.7 million, which was funded by surplus cash on our balance sheet.On August 17, 2022, the Board declared a cash dividend in the amount of US$0.172 per ADS, or US$0.043 per Share, payable as of the close of business on September 9, 2022 to shareholders of record as of the close of business on August 31, 2022. The aggregate amount of cash dividends paid was approximately RMB360.8 million, which was funded by surplus cash on our balance sheet.The Board has discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our Shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by the Board. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our Company may only pay dividends out of profits or share premium account, and provided always that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our subsidiaries in China and overseas for our cash requirements, including any payment of dividends to our Shareholders. PRC and other regulations may restrict the ability of our subsidiaries to pay dividends to us. In particular, PRC laws require that dividends be paid by PRC companies only out of the profit for the year calculated according to PRC accounting principles. PRC laws also require a PRC company to set aside at least 10% of its after-tax profits, if any, to fund its statutory reserves, which are not available for distribution as cash dividends. Pursuant to the PRC Company Law, each of our PRC subsidiaries may pay dividend from the after-tax profit after (i) it sets aside as general reserves at least 10% of its after-tax profit until the cumulative amount of its reserves reaches 50% of its registered capital, and (ii) any losses of such PRC subsidiary from prior fiscal years have been offset. Dividend distribution to our shareholders is recognized as a liability in the period in which the dividends are approved by our Shareholders or the Board, where appropriate.If we pay any dividends on our Shares, with respect to holders of the ADSs, our depositary, as the registered holder of Shares, will pay such amounts to the ADS holders to the same extent as holders of our Shares, in proportion to the Shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. |
| 43 ANNUAL REPORT 2022 • MINISO Corporate Governance Report COMMUNICATION WITH SHAREHOLDERS AND INVESTOR RELATIONSThe Company believes that effective communication with Shareholders is essential for enhancing investor relations and investors’ understanding of the Group’s business, performance and strategies. The Company also recognizes the importance of timely and non-selective disclosure of corporate information which enables Shareholders and investors to make properly informed investment decisions.The annual general meeting of the Company provides an opportunity for Shareholders to communicate directly with the Directors. The chairman of the Board and the chairmen of the Board Committees will attend the annual general meetings to answer the Shareholders’ questions. The auditors of the Company will also attend the annual general meetings to answer questions about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies and auditor independence.To promote effective communication, the Company adopts a shareholders’ communication policy which aims at establishing a two-way relationship and communication between the Company and Shareholders and maintains a website at https://ir.miniso.com, where up-to-date information on the Company’s business operations and developments, financial information, corporate governance practices and other information are available for public access.SHAREHOLDERS RIGHTSSeparate resolutions are proposed at general meetings for substantially separate issues, including the election of Directors. Poll voting has been adopted for decision-making at Shareholders’ meetings. Details of poll voting procedures are included in the circular dispatched to Shareholders. The circular also includes relevant details of proposed resolutions and/or biographies of the Directors standing for election. The results of the voting are posted on the websites of the Company and the Hong Kong Stock Exchange in a timely manner after each general meeting of the Shareholders.CONVENING AN EXTRAORDINARY GENERAL MEETING AND PUTTING FORWARD PROPOSALSShareholders may put forward proposals for consideration at the Company’s general meetings according to Articles of Association. Extraordinary general meetings of the Company may be convened on the written requisition of any one or more members holding, as at the date of deposit of the requisition, in aggregate shares representing not less than one-tenth of the paid up capital of the Company which carry the right to vote at general meetings of the Company. The requisition must state the objects of the meeting and the resolutions to be added to the meeting agenda, and must be signed by the requisitionists and deposited at the registered office of the Company, and may consist of several documents in like form each signed by one or more requisitionists. If the Directors do not within twenty-one (21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) calendar days, the requisitionists, or any of them representing not less than one-tenth of the paid up capital of the Company which carry the right to vote at general meetings, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three calendar months after the expiration of the said twenty-one (21) calendar days.As regards proposing a person to stand for election as a Director, relevant procedures are available on the Company’s website. |
| 44 MINISO • ANNUAL REPORT 2022 Corporate Governance Report ENQUIRIES TO THE BOARDFor putting forward any enquiries to the Board, Shareholders may send written enquiries to the Company. The Company will not normally deal with verbal or anonymous enquiries.Contact DetailsShareholders may send their enquiries or requests as mentioned above to the following for the attention of the joint company secretaries:Address: 8/F, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou 510000, Guangdong Province, ChinaEmail: ir@miniso.comFor the avoidance of doubt, Shareholders must deposit and send the original duly signed written requisition, notice or statement, or enquiry (as the case may be) to the above address and provide their full name, contact details and identification in order to give effect thereto. The information of the Shareholders may be disclosed as required by law.CHANGE IN CONSTITUTIONAL DOCUMENTSThe Company adopted the Amended and Restated Memorandum and Articles of Association of the Company on July 11, 2022, which took effect from the Listing Date. Since the Listing Date and up to the date of this annual report, there was no change in the Amended and Restated Memorandum and Articles of Association of the Company. |
| Other Information 45 ANNUAL REPORT 2022 • MINISO DISCLOSURE OF INTERESTSDirectors and Chief ExecutivesThe Company was not listed on the Hong Kong Stock Exchange until July 2022. Divisions 7 and 8 of Part XV of the SFO and section 352 of the SFO were not applicable to the Directors or chief executives of the Company as of June 30, 2022.As of the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company or its associated corporations within the meaning of Part XV of the SFO, which were required (a) to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) to be recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO; or (c) as otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code are set out below.Interest in our Shares NameCapacity/Nature of interestNumber of issued SharesNumber of Shares underlying outstanding options/restricted shares grantedApproximate % of shareholding in our Company(1) Mr. YeInterest in controlled corporations/ founder of a discretionary trust/beneficiary of a trust/interest of spouse789,405,061(2) (L)–62.3%Mr. Li MinxinInterest in controlled corporations/ founder of a discretionary trust/beneficiary of a trust56,151,532(3) (L)–4.4%Mr. Zhang SaiyinBeneficial interest–7,898,800(4) (L)0.6%Ms. Xu LiliBeneficial interest–20,000(5) (L)0.002%Mr. Zhu YonghuaBeneficial interest–38,436(6) (L)0.003% Notes:(1) The calculation is based on the total number of 1,267,152,555 Shares in issue as of the Latest Practicable Date. The letter “L” stands for long position.(2) Represents (i) 328,290,482 Shares held by Mini Investment Limited; (ii) 203,265,382 Shares (including 8,800,000 Shares in the form of ADSs) held by YGF MC Limited; and (iii) 257,849,197 Shares held by YYY MC Limited. For further details of Mr. Ye’s interest in our Company, please see the section headed “Substantial Shareholders” on the next page.(3) Represents 56,151,532 Shares held by LMX MC LIMITED, a limited liability company incorporated under the laws of BVI. All shares of LMX MC LIMITED are held by TMF (Cayman) Ltd. on behalf of LMX Trust, with TMF (Cayman) Ltd. as the trustee, and Mr. Li Minxin and his family members as beneficiaries. Mr. Li Minxin is both the settlor and the protector of the LMX Trust and is deemed to be the controlling person of LMX Trust. Under the SFO, Mr. Li Minxin is deemed to be interested in all the interests in our Company held by LMX MC Limited. |
| 46 MINISO • ANNUAL REPORT 2022 Other Information (4) Represents the beneficial interest in 7,898,800 Shares which underlines the outstanding restricted shares granted to him under the 2020 Share Incentive Plan.(5) Represents the beneficial interest in 20,000 Shares which underlines the outstanding options granted to her under the 2020 Share Incentive Plan.(6) Represents the beneficial interest in 20,000 Shares which underlines the outstanding options granted to him under the 2020 Share Incentive Plan, and 18,436 Shares as his remuneration.Substantial ShareholdersThe Company was not listed on the Hong Kong Stock Exchange until July 2022. Divisions 2 and 3 of Part XV of the SFO and section 336 of the SFO were not applicable to the substantial Shareholders as of June 30, 2022.As of the Latest Practicable Date, the following persons (other than the Directors and chief executives whose interests have been separately disclosed in this annual report), had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company pursuant to Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO. NameCapacity/Nature of interestNumber of Shares(1)Approximate % of shareholding in our Company(1) YYY MC Limited(2)Beneficial interest257,849,197 (L)20.4%YYY Development Limited(2)Interest in controlled corporation257,849,197 (L)20.4%YGF MC Limited(3)Beneficial interest203,265,382 (L)16.0%Mini Investment Limited(4)Beneficial interest328,290,482 (L)25.9%YGF Development Limited(4)Interest in controlled corporation328,290,482 (L)25.9%Mr. Ye(2)(3)(4)(5)Interest in controlled corporations/founder of a discretionary trust/beneficiary of a trust/ interest of spouse789,405,061 (L)62.3%Ms. Yang(2)(3)(4)(5)Interest in controlled corporations/founder of a discretionary trust/beneficiary of a trust/ interest of spouse789,405,061 (L)62.3% Notes:(1) The calculation is based on the total number of 1,267,152,555 Shares in issue as of the Latest Practicable Date. The letter “L” stands for long position.(2) YYY MC Limited is wholly-owned by YYY Development Limited, a limited liability company incorporated under the laws of BVI. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust, with TMF (Cayman) Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yang is both the settlor and protector of YYY Trust and is deemed to be the controlling person of the YYY Trust. Under the SFO, Ms. Yang is deemed to be interested in all the interests in our Company held by YYY MC Limited. A loan arrangement has been entered with an authorised institution as defined in the Banking Ordinance (the “Loan Arrangement”), pursuant to which the 257,849,197 Shares held by YYY MC Limited are subject to share pledge to another authorised institution as defined in the Banking Ordinance as security agent (the “Security Agent”). |
| 47 ANNUAL REPORT 2022 • MINISO Other Information (3) YGF MC Limited is wholly-owned by Mr. Ye. Pursuant to the Loan Arrangement, 133,889,560 Shares held by YGF MC Limited are subject to share pledge to the Security Agent; 60,575,822 Shares and 8,800,000 Shares (in the form of ADSs) held by YGF MC Limited are placed in escrow and are subject to negative pledge covenants and restrictions on disposal.(4) Mini Investment Limited is wholly-owned by YGF Development Limited, a limited liability company incorporated under the laws of BVI. All shares of YGF Development Limited are held by TMF (Cayman) Ltd. on behalf of YGF Trust, with TMF (Cayman) Ltd. as the trustee, and Mr. Ye and his family members as beneficiaries. Mr. Ye is both the settlor and the protector of YGF Trust and is deemed to be the controlling person of the YGF Trust. Under the SFO, Mr. Ye is deemed to be interested in all the interests in our Company held by Mini Investment Limited. Pursuant to the Loan Arrangement, 328,290,482 Shares held by Mini Investment Limited, are placed in escrow and are subject to negative pledge covenants and restrictions on disposal.(5) Mr. Ye and Ms. Yang are spouses, and are therefore deemed to be interested in the equity interests held by each other.2020 SHARE INCENTIVE PLANThe 2020 Share Incentive Plan was first adopted by the Board in September 2020 and was further amended in June 2022, the amendments of which took effect upon the Listing. Since the Listing, the 2020 Share Incentive Plan was subject to Chapter 17 of the Listing Rules. The principal terms of the 2020 Share Incentive Plan, as amended, are as described below.PurposeThe purposes of the 2020 Share Incentive Plan are to attract and retain qualified personnel, provide incentives to employees, consultants and directors of our Group, and promote the success of our business.Eligible ParticipantsEligible participants include employees, consultants, and directors of our Group (the “Participants”). The plan administrator may, from time to time, select from among all Participants to whom awards in the form of share options (the “Options”), a right to purchase restricted Shares (the “Restricted Shares”) or a right to purchase restricted Shares units (collectively, the “Awards”), will be granted and will determine the nature and amount of each option.Maximum Number of SharesThe maximum aggregate number of Shares that may be issued is 147,301,128 Shares of which only up to 71,485,122 Shares may be issued pursuant to Awards granted in the form of Options.As of September 30, 2022, our Company had granted Awards in the form of Options and Restricted Shares pursuant to the 2020 Share Incentive Plan representing a total of 86,497,748 underlying Shares (including those that have been exercised but excluding those that were terminated or lapsed and reverted to the award pool). As such, our Company may grant further Awards representing a total of 60,803,380 Shares pursuant to the 2020 Share Incentive Plan, of which only up to 48,527,444 Shares may be issued pursuant to Awards granted in the form of Options and Restricted Shares.The total number of Shares which may be issued upon exercise of all Options that may be granted in aggregate does not exceed 10% of the total number of Shares in issue and is subject to an annual limit of 3% of the total number of Shares in issue in any financial year. |
| 48 MINISO • ANNUAL REPORT 2022 Other Information Remaining Life and Option PeriodThe 2020 Share Incentive Plan commenced in September 2020 and shall continue in effect for a term of ten years unless terminated earlier under the terms of the 2020 Share Incentive Plan.The plan administrator shall determine the time or times at which an option may be exercised in whole or in part, including exercise prior to vesting; provided that the term of any option granted under the 2020 Share Incentive Plan shall not exceed ten years. The plan administrator shall also determine any conditions, if any, that must be satisfied before all or part of an option may be exercised. There is no minimum period for which an option must be held before it can be exercised.Limit for Each ParticipantUnless approved by the Shareholders in general meeting, the total number of Shares issued and to be issued upon the exercise of Options granted and to be granted under the 2020 Share Incentive Plan and any other plan of our Company to an eligible participant within any 12-month period shall not exceed 1% of the Shares issued and outstanding at the date of any grant.Exercise PriceThe plan administrator determines the exercise price for each award, which is stated in the relevant award agreement shall not be lower than the fair market value of the Shares on the date of grant, which shall be the higher of: (i) the closing sales price for such Shares or securities as quoted on the principal exchange or system on which the Shares or securities of our Company are listed (as determined by the Board or the committee delegated with the authority to administer the plan) on the date of grant, and (ii) average closing sales price as quoted on the principal exchange or system on which the Shares or securities of our Company are listed for the five business days immediately preceding the date of grant.Outstanding Options and Restricted Shares GrantedAs of September 30, 2022, the number of underlying Shares pursuant to the outstanding Options granted amounted to 8,072,844 Shares, representing 0.64% of the issued and outstanding Shares as of September 30, 2022. The outstanding Options are held by 191 grantees. Up to a maximum of 54,715,080 Shares may be further issued upon the exercise of the Options to be granted under the 2020 Share Incentive Plan. Of the 8,072,844 Options, 2,348,626 have vested and 5,724,218 remained unvested as of September 30, 2022. All the Options under the 2020 Share Incentive Plan were granted between January 16, 2020 and October 15, 2021 (both days inclusive). The exercise price of the Options granted under the 2020 Share Incentive Plan is US$0.00 per Share or US$0.036 per Share.As of September 30, 2022, no restricted Share unit has been granted under the 2020 Share Incentive Plan. |
| 49 ANNUAL REPORT 2022 • MINISO Other Information Details of movements of Options granted to grantees who are Directors and senior management of the Company and other grantees (who are not Directors or members of the senior management or connected persons of the Company) under the 2020 Share Incentive Plan from June 30, 2022 to September 30, 2022 (the “Reported Period”) are as follows: Name or category of granteeDate of grantVesting periodExercise periodExercise priceNumber of Options outstanding as of June 30, 2022 Number of Options granted during the Reported PeriodNumber of Options exercised during the Reported PeriodNumber of Options cancelled/lapsed during the Reported PeriodNumber of Options outstanding as of September 30, 2022 Xu LiliOctober 15, 202050% of the number of Shares shall become fully vested upon grant and 50% of the number of Shares shall become fully vested after 1 year of the date of grantMaximum exercisable term is ten years from the date of grantUS$0.00 per Share20,000–––20,000Zhu YonghuaOctober 15, 202050% of the number of Shares shall become fully vested upon grant and 50% of the number of Shares shall become fully vested after 1 year of the date of grantUS$0.00 per Share20,000–––20,000October 15, 202118,436–––18,436Other grantees (in aggregate)January 16, 20205 yearsUS$0.036 per Share8,860,056–150,648695,0008,014,408September 27, 2020 Total8,918,492–150,648695,0008,072,844 As of September 30, 2022, the number of outstanding Restricted Shares granted amounted to 66,256,428 Shares, representing approximately 5.23% of the issued and outstanding Shares as of September 30, 2022. The outstanding Restricted Shares were held by 70 grantees as of September 30, 2022. |
| 50 MINISO • ANNUAL REPORT 2022 Other Information Details of movements of Restricted Shares granted to grantees who are Directors and senior management of the Company and other grantees (who are not Directors or members of the senior management or connected persons of the Company) under the 2020 Share Incentive Plan during the Reported Period are as follows: Name or category of granteeDate of grantVesting periodPurchase priceNumber of Restricted Shares outstanding as of June 30, 2022Number of Restricted Shares granted during the Reported PeriodNumber of Restricted Shares sold during the Reported PeriodNumber of Restricted Shares cancelled/lapsed during the Reported PeriodNumber of Restricted Shares outstanding as of September 30, 2022 Zhang SaiyinDecember 26, 2019100% of the Shares shall become fully vested upon grantUS$0.036 per Share7,898,800–––7,898,800Dou Na11,979,800–––11,979,800Other grantees (in aggregate)46,657,420–235,84043,75246,377,828 Total66,536,020–235,84043,75266,256,428 Further details of the 2020 Share Incentive Plan are set out in Note 31 to the consolidated financial statements.For further details of the list of grantees of the Options and Restricted Shares as of the latest practicable date of the Prospectus, please refer to section headed “Statutory and General Information” of the Prospectus.PURCHASE, SALE, CANCELLATION OR REDEMPTION OF THE COMPANYS LISTED SECURITIESNeither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company’s securities listed on the Hong Kong Stock Exchange or on NYSE during the Relevant Period, except for the purchase of 9,090 ADSs from the NYSE representing a total of 36,360 Shares at an average price of US$1.39 per Share for the benefit of the Company’s ESOP platforms pursuant to its currently effective share incentive plan. Details are set out in Note 39(c) to the consolidated financial statements.USE OF PROCEEDS FROM THE GLOBAL OFFERINGOur Shares were listed on the Main Board of the Hong Kong Stock Exchange on July 13, 2022. The net proceeds from the Global Offering were approximately HK$482.1 million. As of the Latest Practicable Date, there was no change in the intended use of net proceeds as previously disclosed in the section headed “Future Plans and Use of Proceeds” in the Prospectus.As at the Latest Practicable Date, no net proceeds from the Global Offering had been utilised since the Listing Date. |
| 51 ANNUAL REPORT 2022 • MINISO Other Information The Company intends to use the net proceeds in the same matter and proportion as set out below: Use of ProceedsPercentage of total net proceeds (in the same proportion as stated in the Prospectus) (%)Amount of net proceeds for the relevant use (in the same proportion as stated in the Prospectus) (HK$ million)Amount of net proceeds utilized as of the Latest Practicable Date (HK$ million)Amount not yet utilized as of the Latest Practicable Date (HK$ million) (A) Store network expansion and upgrade25%120.50120.5(B) Supply chain improvement and product development20%96.4096.4(C) Strengthen our technology capabilities20%96.4096.4(D) Invest in brand promotion and incubation20%96.4096.4(E) Capital expenditures, which may include, among others, acquisitions of, or investments in, businesses or assets that complement our business5%24.1024.1(F) Working capital and general corporate purposes10%48.2048.2 MATERIAL LITIGATIONThe Company was not involved in any material litigation or arbitration during the fiscal year ended June 30, 2022. Save as set out in Note 39 to the consolidated financial statements, the Directors are not aware of any material litigation or claims that are pending or threatened against the Group during the Relevant Period.APPROVAL OF ANNUAL REPORTThe annual report and the consolidated financial statements of the Group for the fiscal year ended June 30, 2022 were approved and authorised for issue by the Board on October 19, 2022. |
| 52 MINISO • ANNUAL REPORT 2022 Independent Auditor’s Report Independent auditors report to the shareholders of MINISO Group Holding Limited(incorporated in the Cayman Islands with limited liability)OPINIONWe have audited the consolidated financial statements of MINISO Group Holding Limited (“the Company”) and its subsidiaries (“the Group”) set out on pages 57 to 158, which comprise the consolidated statement of financial position as at June 30, 2022, the consolidated statement of profit or loss, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at June 30, 2022 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.BASIS FOR OPINIONWe conducted our audit in accordance with Hong Kong Standards on Auditing (“HKSAs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the HKICPA’s Code of Ethics for Professional Accountants (“the Code”) together with any ethical requirements that are relevant to our audit of the consolidated financial statements in Cayman Islands, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| 53 ANNUAL REPORT 2022 • MINISO Independent Auditor’s Report KEY AUDIT MATTERSKey audit matter is the matter that, in our professional judgement, was of most significance in our audit of the consolidated financial statements of the current period. The matter was addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter. Assessment of write-down of inventoriesRefer to note 20 to the consolidated financial statements and the accounting policies on page 77.The Key Audit MatterHow the matter was addressed in our auditThe Group had inventories of RMB1,188 million as of June 30, 2022.Inventories are carried at the lower of cost or net realizable value. Write-down of inventories is recorded when estimated net realizable value is less than cost. In determining write-down of inventories, the Company considers factors such as inventory aging, forecasted product demands, historical pricing trends and anticipated future pricing strategies.We identified the assessment of write-down of inventories as a key audit matter because a high degree of subjective auditor judgment was required in evaluating the assumptions used to estimate the write-down of inventories. These assumptions include the forecasted future product demand and the estimated selling prices in future promotion events.Our audit procedures to address this key audit matter included the following:• We evaluated the design and tested the operating effectiveness of certain internal controls over the Group’s process in assessing the write-down of inventories. These included controls related to the Group’s estimation of forecasted future product demand and the estimated selling prices in future promotion events.• We compared the prior period forecasted future product demand to actual results to assess the Group’s ability to accurately forecast.• We evaluated the Group’s forecasted future product demand for a selection of inventory items by considering historical sales trends and any known changes that would impact future product demand.• We evaluated the Group’s assessment of the estimated selling prices in future promotion events for a selection of inventory items based on historical pricing trends and the anticipated markdowns in planned promotion events. |
| 54 MINISO • ANNUAL REPORT 2022 Independent Auditor’s Report INFORMATION OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS REPORT THEREONThe directors are responsible for the other information. The other information comprises all the information included in the annual report, other than the consolidated financial statements and our auditor’s report thereon.Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTSThe directors are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRSs issued by the IASB and the disclosure requirements of the Hong Kong Companies Ordinance and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.The directors are assisted by the Audit Committee in discharging their responsibilities for overseeing the Group’s financial reporting process. |
| 55 ANNUAL REPORT 2022 • MINISO Independent Auditor’s Report AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTSOur objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. This report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
| 56 MINISO • ANNUAL REPORT 2022 Independent Auditor’s Report We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, actions taken to eliminate threats or safeguards applied.From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.The engagement partner on the audit resulting in this independent auditor’s report is Chung Kai Ming.KPMGCertified Public Accountants8th Floor, Prince’s Building10 Chater RoadCentral, Hong KongOctober 19, 2022 |
| 57 ANNUAL REPORT 2022 • MINISO Consolidated Statement of Profit or Loss(Expressed in thousands of Renminbi, except for per share data) For the year ended June 30,20212022NoteRMB’000RMB000Revenue59,071,65910,085,649Cost of sales7(6,640,973)(7,015,888)Gross profit2,430,6863,069,761Other income652,14025,931Selling and distribution expenses7(1,206,782)(1,442,339)General and administrative expenses7(810,829)(816,225)Other net (loss)/income8(40,407)87,308Credit loss on trade and other receivables(20,832)(28,924)Impairment loss on non-current assets(2,941)(13,485) Operating profit401,035882,027Finance income40,43366,344Finance costs(28,362)(33,396) Net finance income912,07132,948Fair value changes of redeemable shares with other preferential rights29(1,625,287)Share of loss of an equity-accounted investee, net of tax(4,011)(8,162) (Loss)/profit before taxation(1,216,192)906,813Income tax expense10(213,255)(267,070) (Loss)/profit for the year(1,429,447)639,743 Attributable to:Equity shareholders of the Company(1,415,010)638,170Non-controlling interests(14,437)1,573 (Loss)/profit for the year(1,429,447)639,743 (Loss)/earnings per shareBasic (loss)/earnings per share (RMB)11(1.18)0.53Diluted (loss)/earnings per share (RMB)11(1.18)0.52 The notes on pages 65 to 158 form part of these consolidated financial statements. Details of dividends payable to equity shareholders of the Company attributable to the profit for the year are set out in note 30(d). |
| 58 MINISO • ANNUAL REPORT 2022 Consolidated Statement of Profit or Loss and Other Comprehensive Income(Expressed in thousands of Renminbi, except for per share data) For the year ended June 30,20212022NoteRMB’000RMB000(Loss)/profit for the year(1,429,447)639,743 Items that may be reclassified subsequently to profit or loss:Exchange differences on translation of financial statements of foreign operations12(16,548)40,494 Other comprehensive (loss)/income for the year(16,548)40,494 Total comprehensive (loss)/income for the year(1,445,995)680,237 Attributable to:Equity shareholders of the Company(1,429,621)677,667Non-controlling interests(16,374)2,570 Total comprehensive (loss)/income for the year(1,445,995)680,237 The notes on pages 65 to 158 form part of these consolidated financial statements. |
| 59 ANNUAL REPORT 2022 • MINISO Consolidated Statement of Financial Position(Expressed in thousands of Renminbi) As at June 30,20212022NoteRMB’000RMB000ASSETSNon-current assetsProperty, plant and equipment1376,316419,894Right-of-use assets14689,8872,342,589Intangible assets1561,00543,066Goodwill1619,64019,388Deferred tax assets10(c)168,552154,333Other receivables–28,274Prepayments17138,481201,682Interest in an equity-accounted investee18352,062 1,505,9433,209,226 Current assetsOther investments19102,968210,523Inventories201,496,0611,188,095Trade and other receivables21824,7251,056,198Cash and cash equivalents226,771,6535,348,492Restricted cash233,68032,376Term deposits–236,878 9,199,0878,072,562 Total assets10,705,03011,281,788 EQUITYShare capital30(a)9292Additional paid-in capital30(a)8,289,1607,982,824Other reserves30(b)928,005993,307Accumulated losses(2,558,291)(1,944,581) Equity attributable to equity shareholders of the Company6,658,9667,031,642Non-controlling interests(6,812)(4,242) Total equity6,652,1547,027,400 |
| 60 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi)Consolidated Statement of Financial Position As at June 30,20212022NoteRMB’000RMB000LIABILITIESNon-current liabilitiesContract liabilities559,94751,658Loans and borrowings256,9256,503Lease liabilities27483,144393,068Deferred income2820,00514,488 570,021465,717 Current liabilitiesLoans and borrowings2513,669445Trade and other payables262,809,1823,072,991Contract liabilities5266,919361,522Lease liabilities27321,268257,997Deferred income286,0606,295Current taxation65,75789,421 3,482,8553,788,671 Total liabilities4,052,8764,254,388 Total equity and liabilities10,705,03011,281,788 Approved and authorized for issue by the board of directors on October 19, 2022.Ye GuofuZhang SaiyinExecutive Director and ChairmanExecutive Director and Chief Financial OfficerThe notes on pages 65 to 158 form part of these consolidated financial statements. |
| 61 ANNUAL REPORT 2022 • MINISO Consolidated Statement of Changes in Equity(Expressed in thousands of Renminbi) Attributable to equity shareholders of the Company SharecapitalAdditionalpaid-incapitalMergerreserveTreasurysharesShare-basedpaymentreserveTranslationreservePRCstatutoryreserveAccumulatedlossesTotalNon-controllinginterestsTotal (deficit)/equityNoteRMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000Note 30(a)Note 30(a)Note 30(b)(i)Note 30(b)(v)Note 30(b)(iii)Note 30(b)(ii)Note 30(b)(iv)Balance at July 1, 202069162,373117,912(19,393)486,438(5,395)46,422(1,125,055)(336,629)13,583(323,046) Changes in equity for the year ended June 30, 2021Loss for the year–––––––(1,415,010)(1,415,010)(14,437)(1,429,447)Other comprehensive loss for the year–––––(14,611)––(14,611)(1,937)(16,548) Total comprehensive loss for the year–––––(14,611)–(1,415,010)(1,429,621)(16,374)(1,445,995) Capital injection from shareholders11,193––––––1,194–1,194Consolidation of special purpose vehicles30(b)(v)–973–(973)–––––––Issuance of ordinary shares relating to initial public offering and exercise of the over-allotment option, net of underwriting commissions and other issuance costs30(a)(iii)94,178,851––––––4,178,860–4,178,860Release of ordinary shares from share award scheme30(a)(v)5(18,065)–18,060–––––––Conversion of Series A preferred shares into Class A ordinary shares29/30(a)(iv)83,963,835––––––3,963,843–3,963,843Equity settled share-based transactions30(b)(iii)––––281,319–––281,319–281,319Appropriation to statutory reserve30(b)(iv)––––––18,226(18,226)–––Acquisition of a subsidiary with non-controlling interests–––––––––(4,021)(4,021) Balance at June 30, 2021928,289,160117,912(2,306)767,757(20,006)64,648(2,558,291)6,658,966(6,812)6,652,154 The notes on pages 65 to 158 form part of these consolidated financial statements. |
| 62 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi)Consolidated Statement of Changes in Equity Attributable to equity shareholders of the Company SharecapitalAdditionalpaid-incapitalMergerreserveTreasurysharesShare-basedpaymentreserveTranslationreservePRCstatutoryreserveAccumulatedlossesTotalNon-controllinginterestsTotal equityNoteRMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000Note 30(a)Note 30(a)Note 30(b)(i)Note 30(b)(v)Note 30(b)(iii)Note 30(b)(ii)Note 30(b)(iv)Balance at July 1, 2021928,289,160117,912(2,306)767,757(20,006)64,648(2,558,291)6,658,966(6,812)6,652,154 Changes in equity for the year ended June 30, 2022Profit for the year638,170638,1701,573639,743Other comprehensive income for the year39,49739,49799740,494 Total comprehensive income for the year39,497638,170677,6672,570680,237 Dividend declared30(d)(306,255)(306,255)(306,255)Exercise of options30(a)(v)589589589Release of ordinary shares from share award scheme30(a)(v)(670)670Repurchase of shares30(b)(v)(82,160)(82,160)(82,160)Equity settled share-based transactions30(b)(iii)82,83582,83582,835Appropriation to statutory reserve30(b)(iv)24,460(24,460) Balance at June 30, 2022927,982,824117,912(83,796)850,59219,49189,108(1,944,581)7,031,642(4,242)7,027,400 The notes on pages 65 to 158 form part of these consolidated financial statements. |
| 63 ANNUAL REPORT 2022 • MINISO Consolidated Statement of Cash Flows(Expressed in thousands of Renminbi) For the year ended June 30,20212022NoteRMB’000RMB000Cash flows from operating activitiesCash generated from operations24(a)1,111,0311,636,392Income tax paid(194,711)(230,130) Net cash from operating activities916,3201,406,262 Cash flows from investing activitiesPayment for purchases of property, plant, equipment and intangible assets(180,279)(290,108)Payment for acquisition of land use right–(944,099)Proceeds from disposal of property, plant and equipment and intangible assets4,323351Payments for purchases of other investments(28,887,790)(12,627,323)Proceeds from disposal of other investments28,787,79012,525,477Placement of term deposits–(236,878)Interest income40,43366,344Investment income from other investments66,83763,801Proceeds from repayment from related parties14,713Payments for investment in an equity-accounted investee(356,000)Acquisition of a subsidiary, net of cash acquired32(b)(8,824)(683,483) Net cash used in investing activities(518,797)(2,125,918) Cash flows from financing activitiesProceeds from capital injection from shareholders, subscription of restricted shares and exercise of options2,795589Proceeds from initial public offering and exercise of the over-allotment option, net of underwriting commissions and other issuance costs4,178,860Proceeds from loans and borrowings24(b)313Repayment of loans and borrowings24(b)(416,588)(5,295)Repayment to the controlling shareholder(11,946)Payment of capital element and interest element of lease liabilities24(b)(215,762)(317,017)Payments of repurchase of shares–(82,160)Prepayments for repurchase of shares–(3,375)Interest paid24(b)(1,488)(1,000)Dividends paid30(d)–(306,255)Payments of listing expenses relating to Hong Kong public offering–(19,046) Net cash from/(used in) financing activities3,536,184(733,559) |
| 64 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi)Consolidated Statement of Cash Flows For the year ended June 30,20212022NoteRMB’000RMB000Net increase/(decrease) in cash and cash equivalents3,933,707(1,453,215)Cash and cash equivalents at the beginning of the year2,853,9806,771,653Effect of movements in exchange rates on cash held(16,034)30,054 Cash and cash equivalents at the end of the year226,771,6535,348,492 The notes on pages 65 to 158 form part of these consolidated financial statements. |
| 65 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements(Expressed in thousands of Renminbi, unless otherwise indicated) 1 GENERAL INFORMATION AND BASIS OF PREPARATION1.1 General informationMINISO Group Holding Limited (the “Company”) was incorporated in the Cayman Islands on January 7, 2020, as an exempted company with limited liability under the Companies Law, Cap.22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The Company completed its initial public offering (“IPO”) on October 15, 2020 and the Company’s American Depositary Shares (“ADSs”) have been listed on the New York Stock Exchange since then. Each ADS of the Company represents four ordinary shares. The Company’s shares have been listed on The Stock Exchange of Hong Kong Limited since July 13, 2022.The Company and its subsidiaries (together, the “Group”) are principally engaged in the retail and wholesale of lifestyle and pop toy products across the People’s Republic of China (the “PRC”) and other countries in Asia, America, and Europe, etc. The Company does not conduct any substantive operations of its own but conducts its primary business operations through its subsidiaries. |
| 66 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 1 GENERAL INFORMATION AND BASIS OF PREPARATION (continued)1.2 Basis of preparationThe Group has adopted June 30 as its financial year end date.The consolidated financial statements for the year ended June 30, 2022 comprise the Company and its subsidiaries and the Group’s interest in an associate.Set out below was a list of the Company’s principal subsidiaries as at June 30, 2022: Company namePlace of incorporation/establishment and businessRegistered/issuedand paid-up capitalGroups effectiveinterest(direct or indirect)Principal activitiesMINISO Universal Holding LimitedBVIUSD1.00/-100%Investment holdingMINISO Global Holding LimitedHong KongUSD1.00/-100%Investment holdingMINISO Development HKHong KongHKD10,000/-100%Investment holding and wholesale of lifestyle productsMINISO Investment Hong Kong LimitedHong KongHKD80,100,000/HKD80,100,000100%Investment holdingMINISO HKHong KongHKD350,000,000/HKD350,000,000100%Wholesale of lifestyle productsMINISO Guangzhou Τ௴Ꮄۜ€ᄿψϞࠢபʮ̡PRCRMB146,862,372/RMB139,693,019100%Wholesale and retail of lifestyle productsMINISO (Hengqin) Enterprise Management Co., Ltd. Τ௴Ꮄۜ€ዑೞΆุ၍ଣϞࠢʮ̡PRCRMB10,000,000/-100%Brand licensingMINISO International (Guangzhou) Co., Ltd. Τ௴Ꮄۜყ€ᄿψϞࠢʮ̡PRCRMB65,000,000/RMB65,000,000100%Wholesale of lifestyle productsMINISO Youxuan Technology (Guangzhou) Co., Ltd. Τ௴Ꮄ፯߅Ҧ€ᄿψϞࠢʮ̡PRCRMB10,000,000/RMB5,000,000100%Online sales of lifestyle productsPt. MINISO Lifestyle Trading IndonesiaIndonesiaIDR53,289,350,000/IDR53,289,350,00067%Wholesale and retail of lifestyle productsMINISO Life Style Private LimitedIndiaINR669,540,570/INR669,540,570100%Wholesale and retail of lifestyle productsUSA MINISO Depot Inc.United StatesUSD19,737,961/USD19,737,961100%Wholesale and retail of lifestyle productsMIHK Management Inc.CanadaCAD100/CAD100100%Wholesale and retail of lifestyle productsTOP TOY (Guangdong) Cultural Creativity Co., Ltd. Formerly known as TOP TOY (Guangdong) Technology Co., Ltd.) ԟ݊ɽᆓِ€ᄿ؇˖ʷ௴จϞࠢʮ̡PRCRMB5,000,000/-100%Wholesale and retail of pop toy productsMingyou Industrial Investment (Guangzhou) Co., Ltd. ΤᎴପุҳ༟€ᄿψϞࠢʮ̡PRCRMB2,300,000,000/RMB2,100,000,000100%Development of headquarters building |
| 67 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES(a) Statement of complianceThese consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. These financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).Significant accounting policies adopted by the Group are disclosed below. The Group has consistently applied these accounting policies to all periods presented in these consolidated financial statements, unless otherwise stated.The IASB has issued certain amendments to IFRSs that are first effective or available for early adoption for the current accounting period of the Group. Note 2(c) provides information on any changes in accounting policies resulting from initial application of these developments to the extent that they are relevant to the Group for the current accounting period reflected in these financial statements.(b) Basis of measurementThe measurement basis used in the preparation of the financial statements is the historical cost basis except that other investments and redeemable shares with other preferential rights are stated at their fair value as explained in Note 2(m), Note 2(o) and Note 2(p).(c) Changes in accounting policiesThe Group has also applied the following amendments to IFRSs issued by the IASB to these financial statements that are first effective for the current accounting period of the Group:• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, Interest rate benchmark reform – Phase 2The adoption of the above amendments to IFRSs did not have a material impact on the consolidated financial statements of the Group.The new and revised IFRSs issued by the IASB which are not yet effective for the current accounting period are set out in Note 38. |
| 68 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(d) Basis of consolidation(i) Subsidiaries and non-controlling interestsSubsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When assessing whether the Group has power, only substantive rights (held by the Group and other parties) are considered.The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intra-group balances, transactions and cash flows and any unrealized profits arising from intra-group transactions are eliminated in full in preparing the consolidated financial statements. Unrealized losses resulting from intra-group transactions are eliminated in the same way as unrealized gains but only to the extent that there is no evidence of impairment.Non-controlling interests represent the equity in a subsidiary not attributable directly or indirectly to the Company, and in respect of which the Group has not agreed any additional terms with the holders of those interests which would result in the Group as a whole having a contractual obligation in respect of those interests that meets the definition of a financial liability. Non-controlling interests are measured initially at their proportionate share of the subsidiary’s net identifiable assets at the date of acquisition.Non-controlling interests are presented in the consolidated statement of financial position within equity, separately from equity attributable to equity shareholders of the Company. Non-controlling interests in the results of the Group are presented on the face of the consolidated statement of profit or loss and consolidated statement of profit or loss and other comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between non-controlling interests and the equity shareholders of the Company.When the Group loses control of a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest retained in that former subsidiary is measured at fair value when control is lost.In the Company’s statement of financial position, an investment in a subsidiary is stated at cost less impairment losses (see Note 2(h)(ii)). |
| 69 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(d) Basis of consolidation (continued)(ii) Interest in an equity-accounted investeeThe Group’s interest in an equity-accounted investee comprises interest in an associate.An associate is an entity in which the Group or Company has significant influence, but not control or joint control, over its management, including participation in the financial and operating policy decisions.An investment in an associate is accounted for in the consolidated financial statements under the equity method. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Group’s share of the acquisition-date fair values of the investee’s identifiable net assets over the cost of the investment (if any). The cost of the investment includes purchase price, other costs directly attributable to the acquisition of the investment, and any direct investment into the associate or joint venture that forms part of the Group’s equity investment. Thereafter, the investment is adjusted for the post acquisition change in the Group’s share of the investee’s net assets and any impairment loss relating to the investment (see Note 2(h)(ii)). At each reporting date, the Group assesses whether there is any objective evidence that the investment is impaired. Any acquisition-date excess over cost, the Group’s share of the post-acquisition, post-tax results of the investees and any impairment losses for the year are recognized in the consolidated statement of profit or loss, whereas the Group’s share of the post-acquisition post-tax items of the investees’ other comprehensive income is recognized in the consolidated statement of profit or loss and other comprehensive income.When the Group’s share of losses exceeds its interest in the associate, the Group’s interest is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the investee. For this purpose, the Group’s interest is the carrying amount of the investment under the equity method, together with any other long-term interests that in substance form part of the Group’s net investment in the associate, after applying the ECL model to such other long-term interests where applicable (see Note 2(h)(i)).In the Company’s statement of financial position, investment in an associate is stated at cost less impairment losses (see Note 2(h)(ii)).(iii) GoodwillGoodwill represents the excess of(i) the aggregate of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the Group’s previously held equity interest in the acquiree; over(ii) the net fair value of the acquiree’s identifiable assets and liabilities measured as at the acquisition date.When (ii) is greater than (i), then this excess is recognized immediately in profit or loss as a gain on a bargain purchase.Goodwill is stated at cost less accumulated impairment losses. Goodwill arising on a business combination is allocated to each cash-generating unit, or groups of cash generating units, that is expected to benefit from the synergies of the combination and is tested annually for impairment (see Note 2(h)(ii)).On disposal of a cash generating unit during the year, any attributable amount of purchased goodwill is included in the calculation of the profit or loss on disposal. |
| 70 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(d) Basis of consolidation (continued)(iv) Business combinationsExcept for the business combinations under common control as stated below, the Group accounts of business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group (see Note 2(d)(i)). In determining whether a particular set of activities and assets is a business, the Group assess whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset of group of similar identifiable assets.Business combinations involving entities under common controlThe consolidated financial statements incorporate the financial statement items of the combining entities or businesses in which the common control combination occurs as if they had been consolidated from the date when the combining entities or businesses first came under the control of Mr. Ye Guofu and his spouse Ms. Yang Yunyun (the “Controlling Shareholders”).The assets and liabilities of the combining entities or businesses are consolidated at the carrying amounts previously recognized from the perspective of Controlling Shareholders.The consolidated statements of profit or loss and profit or loss and other comprehensive income include the results of each of the combining entities or businesses from the earliest date presented or since the date when combining entities or businesses first came under common control, where this is a shorter period, regardless of the date of the common control combination.The comparative amounts in the consolidated financial statements are presented as if the entities or businesses had been consolidated at the earliest balance sheet date presented or when they first came under common control, whichever is later.Differences between the total consideration paid and the capital of the entities acquired under common control are presented as merger reserve.(v) Asset acquisitionGroups of assets acquired and liabilities assumed are assessed to determine if they are business or asset acquisitions. On an acquisition-by-acquisition basis, the Group chooses to apply a simplified assessment of whether an acquired set of activities and assets is an asset rather than business acquisition, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.When a group of assets acquired and liabilities assumed do not constitute a business, the overall acquisition cost is allocated to the individual identifiable assets and liabilities based on their relative fair values at the date of acquisition. An exception is when the sum of the individual fair values of the identifiable assets and liabilities differs from the overall acquisition cost. In such case, any identifiable assets and liabilities that are initially measured at an amount other than cost in accordance with the Group’s policies are measured accordingly, and the residual acquisition cost is allocated to the remaining identifiable assets and liabilities based on their relative fair values at the date of acquisition. |
| 71 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(d) Basis of consolidation (continued)(v) Asset acquisition (continued)When acquiring assets by obtaining a controlling interest in a legal entity that does not constitute a business as a step acquisition, the previously held equity interest is included as part of the cost of the acquisition and is not remeasured.(e) Property, plant and equipmentProperty, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses (see Note 2(h)(ii)).The cost of self-constructed items of property, plant and equipment includes the cost of materials, direct labor, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion of production overheads.Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of retirement or disposal.Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful lives and is generally recognized in profit or loss.No depreciation is provided in respect of the construction in progress.The estimated useful lives of property, plant and equipment are as follows:ApartmentsLeasehold improvements30 yearsOver the shorter of lease term or the estimated useful lives of the assetsOffice equipment2 – 5 yearsStore operating equipment2 – 5 yearsMotor vehicles3 – 5 yearsMoulds1 – 2 yearsAmortization methods, useful lives and residual values, if any, are reviewed at each reporting date and adjusted if appropriate. |
| 72 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(f) Intangible assetsIntangible assets that are acquired by the Group are stated at cost less accumulated amortization (where the estimated useful life is finite) and accumulated impairment losses (see Note 2(h)(ii)).Amortization is calculated write off the cost of intangible assets with finite useful lives using straight-line method over their estimated useful lives and is generally recognized in profit or loss. Their estimated useful lives of intangible assets are as follows:Software5 yearsAmortization methods and useful lives are reviewed at each reporting date and adjusted if appropriate.(g) Leased assetsAt inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits from that use.As a lesseeWhere the contract contains lease component(s) and non-lease component(s), the Group has elected not to separate non-lease components and accounts for each lease component and any associated non-lease components as a single lease component for all leases.At the lease commencement date, the Group recognizes a right-of-use asset and a lease liability, except for short-term leases that have a lease term of 12 months or less and leases of low-value assets which, for the Group are primarily staff apartments with lease term of less than 12 months. When the Group enters into a lease in respect of a low-value asset, the Group decides whether to capitalize the lease on a lease-by-lease basis. The lease payments associated with those leases which are not capitalized are recognized as an expense on a systematic basis over the lease term.Where the lease is capitalized, the lease liability is initially recognized at the present value of the lease payments payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortized cost and interest expense is calculated using the effective interest method. Variable lease payments that do not depend on an index or rate are not included in the measurement of the lease liability and hence are charged to profit or loss in the accounting period in which they are incurred.The right-of-use asset recognized when a lease is capitalized is initially measured at cost, which comprises the initial amount of the lease liability plus any lease payments made at or before the commencement date, and any initial direct costs incurred. Where applicable, the cost of the right-of-use assets also includes an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, discounted to their present value, less any lease incentives received. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses (see Note 2(h)(ii)). Depreciation is calculated to write off the cost of items of right-of-use assets, using the straight-line method over the unexpired lease term. |
| 73 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(g) Leased assets (continued)As a lessee (continued)The lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, or there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or there is a change arising from the reassessment of whether the Group will be reasonably certain to exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.The lease liability is also remeasured when there is a change in the scope of a lease or the consideration for a lease that is not originally provided for in the lease contract (“lease modification”) that is not accounted for as a separate lease. In this case the lease liability is remeasured based on the revised lease payments and lease term using a revised discount rate at the effective date of the modification. The only exceptions are rent concessions that occurred as a direct consequence of the COVID-19 pandemic and met the conditions set out in paragraph 46B of IFRS 16 Leases. In such cases, the Group has taken advantage of the practical expedient not to assess whether the rent concessions are lease modifications, and recognized the change in consideration as negative variable lease payments in profit or loss in the period in which the event or condition that triggers the rent concessions occurred.The Group presents right-of-use assets and presents lease liabilities separately in the consolidated statements of financial position.(h) Credit losses and impairment of assets(i) Credit losses from financial instrumentsThe Group recognizes a loss allowance for expected credit losses (ECLs) on financial assets measured at amortized cost (including cash and cash equivalents, restricted cash, trade and other receivables).Other investments { financial assets measured at fair value through profit or loss are not subject to the ECL assessment.Measurement of ECLsECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all expected cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive).The expected cash shortfalls are discounted using the following discount rates where the effect of discounting is material:• fixed-rate financial assets and trade and other receivables: effective interest rate determined at initial recognition or an approximation thereof.The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.In measuring ECLs, the Group takes into account reasonable and supportable information that is available without undue cost or effort. This includes information about past events, current conditions and forecasts of future economic conditions. |
| 74 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(h) Credit losses and impairment of assets (continued)(i) Credit losses from financial instruments (continued)Measurement of ECLs (continued)ECLs are measured on either of the following bases:• 12-month ECLs: these are losses that are expected to result from possible default events within the 12 months after the reporting date; and• lifetime ECLs: these are losses that are expected to result from all possible default events over the expected lives of the items to which the ECL model applies.Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs. ECLs on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors and an assessment of both the current and forecast general economic conditions at the reporting date.For all other financial instruments, the Group recognizes a loss allowance equal to 12-month ECLs unless there has been a significant increase in credit risk of the financial instrument since initial recognition, in which case the loss allowance is measured at an amount equal to lifetime ECLs.Significant increases in credit riskIn assessing whether the credit risk of a financial instrument has increased significantly since initial recognition, the Group compares the risk of default occurring on the financial instrument assessed at the reporting date with that assessed at the date of initial recognition. In making this reassessment, the Group considers that a default event occurs when (i) the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held); or (ii) the financial asset is 30 days past due. The Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.In particular, the following information is taken into account when assessing whether credit risk has increased significantly since initial recognition:• failure to make payments of principal or interest on their contractually due dates;• an actual or expected significant deterioration in a financial instrument’s external or internal credit rating (if available);• an actual or expected significant deterioration in the operating results of the debtor; and• existing or forecast changes in the technological, market, economic or legal environment that have a significant adverse effect on the debtor’s ability to meet its obligation to the Group.Depending on the nature of the financial instruments, the assessment of a significant increase in credit risk is performed on either an individual basis or a collective basis. When the assessment is performed on a collective basis, the financial instruments are grouped based on shared credit risk characteristics, such as past due status and credit risk ratings.ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since initial recognition. Any change in the ECL amount is recognized as an impairment gain or loss in profit or loss. The Group recognizes an impairment gain or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account. |
| 75 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(h) Credit losses and impairment of assets (continued)(i) Credit losses from financial instruments (continued)Basis of calculation of interest incomeInterest income recognized in accordance with Note 2(u)(v) is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired, in which case interest income is calculated based on the amortized cost (i.e. the gross carrying amount less loss allowance) of the financial asset.At each reporting date, the Group assesses whether a financial asset is credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.Evidence that a financial asset is credit-impaired includes the following observable events:• significant financial difficulties of the debtor;• a breach of contract, such as a default or past due event;• it is becoming probable that the borrower will enter into bankruptcy or other financial reorganization;• significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor; or• the disappearance of an active market for a security because of financial difficulties of the issuer.Write-off policyThe gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off.Subsequent recoveries of an asset that was previously written off are recognized as a reversal of impairment in profit or loss in the period in which the recovery occurs. |
| 76 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(h) Credit losses and impairment of assets (continued)(ii) Impairment of non-current assetsInternal and external sources of information are reviewed at the end of each reporting period to identify indications that the following assets may be impaired or, an impairment loss previously recognized no longer exists or may have decreased:• property, plant and equipment;• right-of-use assets;• intangible assets;• goodwill;• interest in an equity-accounted investee; and• investments in subsidiaries in the Company’s statement of financial position.If any such indication exists, the asset’s recoverable amount is estimated.• Calculation of recoverable amountThe recoverable amount of an asset is the greater of its fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).• Recognition of impairment lossesAn impairment loss is recognized in profit or loss if the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognized in respect of cash-generating units are allocated to reduce the carrying amount of assets in the unit (or group of units) on a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs of disposal (if measurable) or value in use (if determinable).• Reversals of impairment lossesAn impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount of an asset.A reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior periods. Reversals of impairment losses are credited to profit or loss in the periods in which the reversals are recognized. |
| 77 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(i) InventoriesInventories are finished goods which are held for sale, including the products placed at franchisees’ stores, and low value consumables to be consumed in the ordinary course of business.Inventories are carried at the lower of cost and net realizable value.Cost of inventories is calculated using the weighted average method.Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.When inventories are sold, the carrying amount of those inventories is recognized as an expense in the period in which the related revenue is recognized.The amount of any write-down of inventories to net realizable value is recognized as an expense in the period the write-down occurs. The amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs.Loss of inventories is recognized as an expense in the period the loss occurs. For the products placed at franchisees’ stores, the Group bears inventory loss up to a pre-determined loss rate as agreed with franchisees. The Group requires compensations from franchisees for the inventory losses in excess of the pre-determined loss rate.(j) Contract liabilitiesA contract liability is recognized when the customer pays non-refundable consideration before the Group recognizes the related revenue (see Note 2(u)). A contract liability would also be recognized if the Group has an unconditional right to receive non-refundable consideration before the Group recognizes the related revenue. In such cases, a corresponding receivable would also be recognized (see Note 2(k)).For a single contract with the customer, either a net contract asset or a net contract liability is presented. For multiple contracts, contract assets and contract liabilities of unrelated contracts are not presented on a net basis.When the contract includes a significant financing component, the contract balance includes interest accrued under the effective interest method (see Note 2(u)).(k) Trade and other receivablesA receivable is recognized when the Group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the Group has an unconditional right to receive consideration, the amount is presented as a contract asset.Receivables are stated at amortized cost using the effective interest method less allowance for credit losses (see Note 2(h)(i)). |
| 78 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(l) Cash and cash equivalentsCash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition. Cash and cash equivalents are assessed for ECL in accordance with the policy set out in Note 2(h)(i).(m) Other investmentsOther investments are classified as measured at fair value through profit or loss (FVPL). Changes in the fair value of the investments are recognized in profit or loss.(n) Trade and other payablesTrade and other payables are initially recognized at fair value and subsequently stated at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at cost.(o) Share capitalOrdinary shares are classified as equity.Incremental costs directly attributable to the issuance of new shares are recognized in equity as a deduction, net of tax, from the proceeds.Redeemable shares with other preferential rights are classified as liabilities (see Note 2(p)).(p) Redeemable shares with other preferential rightsRedeemable shares with other preferential rights are redeemable at the request of the holders upon the occurrence of certain redemption events as agreed in the corresponding shareholders’ agreement.Redeemable shares with other preferential rights are classified as financial liabilities at fair value through profit or loss. Any transaction costs are recognized as finance costs in the consolidated statements of profit or loss.Subsequent to initial recognition, the redeemable shares with other preferential rights are carried at fair value with changes in fair value recognized in the consolidated statements of profit or loss.(q) Interest-bearing borrowingsInterest-bearing borrowings are measured initially at fair value less transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost using the effective interest method. Interest expense is recognized in accordance with the Group’s accounting policy for borrowing costs (see Note 2(w)). |
| 79 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(r) Employee benefits(i) Short term employee benefitsShort-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.(ii) Contributions to defined contribution plansPursuant to the relevant laws and regulations of the PRC, the Group’s subsidiaries in mainland China participate in a defined contribution of basic pension insurance in the social insurance system established and managed by government organizations. The Group makes contributions to basic pension insurance plans based on the applicable benchmarks and rates stipulated by the government. Basic pension insurance contributions are recognized as part of the cost of assets or charged to profit or loss as the related services are rendered by the employees.The Group also participates in a pension scheme under the rules and regulations of the Mandatory Provident Fund Scheme Ordinance (the “MPF Scheme”) for all employees in Hong Kong, which is a defined contribution retirement scheme. The contributions to the MPF Scheme are based on minimum statutory contribution requirement of 5% of eligible employees’ relevant aggregate income. Contributions to the plan vest immediately. There are no forfeited contributions for the MPF Scheme as the contributions are fully vested to the employees upon payment to the scheme. The assets of this pension scheme are held separately from those of the Group in independently administered funds.The Group participates in various defined contribution retirement benefit plans which are available to all other overseas subsidiaries. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a fund and the Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee services in the current and prior periods. The Group’s contributions to the defined contribution plans are expensed as incurred.(iii) Share-based paymentsThe Group operates certain equity-settled share-based compensation plans, under which the Group receives services from employees as consideration for equity instruments of the Group.The fair value of share awards granted to employees is recognized as an employee cost with a corresponding increase in the share-based payment reserve. The fair value is measured at grant date, taking into account the terms and conditions upon which the shares or share options were granted. Where the employees have to meet vesting conditions before becoming unconditionally entitled to the shares or share options, the total estimated fair value of the shares or share options is spread over the vesting period, taking into account the probability that the shares or share options will vest.During the vesting period, the number of shares that is expected to vest is reviewed. Any resulting adjustment to the cumulative fair value recognized in prior years is charged/credited to the profit or loss for the year of the review, unless the original employee expenses qualify for recognition as an asset, with a corresponding adjustment to the share-based payment reserve. On vesting date, the amount recognized as an expense is adjusted to reflect the actual number of shares that vest (with a corresponding adjustment to equity). For shares granted, the equity amount is transferred from share-based payment reserve to share premium. |
| 80 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(r) Employee benefits (continued)(iii) Share-based payments (continued)If new equity instruments are granted to the employee and, on the date when those new equity instruments are granted, the entity identifies the new equity instruments granted as replacement equity instruments for the cancelled equity instruments, the entity shall account for the granting of replacement equity instruments in the same way as a modification of the original grant of equity instruments.At the date the replacement awards are granted, the entity accounts for any incremental fair value in addition to the grant-date fair value of the original award. The incremental fair value is the difference between the fair value of the replacement award and the net fair value of the cancelled award, both measured at the date on which the replacement award is issued. The net fair value is the fair value of the cancelled award measured immediately before the cancellation, less any payment made to the employees on cancellation.The Group recognizes the effects of modifications that increase the total fair value of the share-based payment arrangement or are otherwise beneficial to the employee. If the Group modifies the terms or conditions of the share awards granted without reducing the number of equity instruments granted in a manner that reduces the total fair value of the share-based payment arrangement, or is not otherwise beneficial to the employee, the Group nevertheless continues to recognize as a minimum the original grant date fair value of the equity instruments granted (unless those equity instruments are forfeited) as if that modification had not occurred.(iv) Termination benefitsTermination benefits are recognized at the earlier of when the Group can no longer withdraw the offer of those benefits and when it recognizes restructuring costs involving the payment of termination benefits.(s) Income taxIncome tax for the period comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognized in profit or loss except to the extent that they relate to items recognized in other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognized in other comprehensive income or directly in equity, respectively.Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the end of each reporting period, and any adjustment to tax payable in respect of previous periods. The amount of current tax payable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any.Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits. Deferred tax is not recognized for:• temporary differences arising from the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting profit nor taxable profit (or deductible loss); and• temporary differences relating to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. |
| 81 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(s) Income tax (continued)Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, the future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the related tax benefit to be utilized. Such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available.Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.Deferred tax assets and deferred tax liabilities are offset if all of the following conditions are met:• the taxable entity has a legally enforceable right to set off current tax assets against current tax liabilities;• they relate to income taxes levied by the same taxation authority on either:• the same taxable entity; or• different taxable entities, which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. |
| 82 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(t) Provisions and contingent liabilitiesProvisions are recognized when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.(u) Revenue and other incomeIncome is classified by the Group as revenue when it arises from the sale of products and the provision of services.Revenue is recognized when control over the product or service is transferred to the customer, at the amount of promised consideration to which the Group is expected to be entitled in exchange for the satisfaction of a specific performance obligation, excluding those amounts collected on behalf of third parties. Revenue excludes value added tax or other sales taxes and is after deduction of any sales rebates and sales return.The Group allocates the transaction price expected to be received from franchisees or distributors to different performance obligations based on their relative standalone selling prices. In particular, the consideration in arrangements with franchisees and distributors includes sales-based amounts. Such sales-based amounts are excluded from the transaction price until the sales by franchisees have occurred and would be allocated entirely to the franchise/distributor license fees as they relate entirely to the Group’s promise to provide franchisees/distributors access to the Group’s brand name and trademarks.The Group takes advantage of the practical expedient in paragraph 63 of IFRS 15 and does not adjust the consideration for the effects of any significant financing component if the expected period of financing is 12 months or less.Further details of the Group’s revenue and other income recognition policies are as follows:(i) Sales of productsRetail sales in self-operated storesRevenue from retail sales to customers in self-operated stores is recognized at the point when the end customer takes possession of and pays for the products.Product sales to franchiseesThe Group has entered into a series of agreements with certain franchisees, primarily in the PRC and Indonesia, which mainly include a license agreement and a sales agreement (collectively “Franchise Agreements”), whereby the franchisees are licensed to operate the franchised stores and are authorized to sell, in their own retail stores, the products that they have purchased from the Group. Revenue from sales to these franchisees is recognized at the point when they obtain the legal title of the product and become obliged to pay for the products, which is when the franchisees sell the product to their customers in the franchisees’ stores. |
| 83 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(u) Revenue and other income (continued)(i) Sales of products (continued)Product sales to franchisees (continued)For product sales to franchisees, the Group has determined that the franchisees are the customers of the Group. The franchisees operate retail stores at their own chosen locations under the framework set out under the Franchise Agreements. At inception of the franchise arrangement, franchisees are required to place a deposit with the Group which covers the estimated maximum value of merchandise that their stores may hold throughout the franchise period, and this amount is reviewed upon renewal of the franchisee arrangement. The deposit is refundable at the expiry of the Franchise Agreement, provided that the franchisees have no remaining merchandise unsold and have settled other balances with the Group.The franchisees employ and manage their own staff to operate the stores and serve their customers (i.e. end consumers who visit the stores), and bear the costs associated with the operation. The franchisees’ retail stores generally carry a wide range of merchandise that they exercise discretion to select from the Group’s array of product categories.The franchisees are responsible for the placement, physical custody and condition of the merchandise that they have selected after the deliveries are accepted in stores. They also control the physical access to merchandise in possession through their operation of the retail stores. In general, the Group does not have any obligation or practice to accept any return of unsold products, except for rare cases such as a latent defect subject to a product recall or certain limited seasonal items that have passed their sales season.The franchisees have the right to price their merchandise within a specified range of the recommended retail price set by the Group. They also have the ability to carry out discretionary promotional campaigns for their stores or decide whether to participate in a promotional campaign launched by the Group. The franchisees can offer more discounts on selected items beyond the range specified in discretionary promotional campaigns, and will have to bear a substantial portion of reduced margin from lowering the sales price for such campaigns.Sales to offline distributorsThe Group has entered into a series of agreements with certain offline distributors, primarily overseas, which mainly include a master license agreement and a sales agreement, whereby the distributors are authorized to sub-license the operation of franchised stores in its authorized territory and sell the products that they have purchased from the Group to the franchised stores in its authorized territory. Revenue from sales of products to these distributors is recognized at the point when the products have been shipped from or delivered to the specific locations according to the detailed agreement between the Group and distributors. Revenue is recognized based on the contract price, net of sales rebates.Online salesRevenue from online sales to customers, which are conducted through the Group’s own mobile applications and self-operated online stores on third-party e-commerce platforms, is recognized at the point when the products are delivered to customers. The Group has also entered into agreements with certain online distributors, who are authorized to sell products to customers through their online stores on various major e-commerce platforms. Revenue is recognized when control of the goods has transferred according to respective agreed terms of delivery, which is at the point in time when the distributor obtains control of the distinct good. |
| 84 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(u) Revenue and other income (continued)(ii) License fees, sales-based royalties and sales-based management and consultation service feesFranchisees and distributors are required to provide non-refundable upfront payments in exchange for the franchise right or sub-license right, which represent primarily their right to access the Group’s brand name and trademarks. In addition, franchisees are also required to pay sales-based royalties and sales-based management and consultation services fees for such access. The fixed component of such royalties is recognized as revenue over the estimated license period, while the sales-based component is recognized as revenue when the related sales occur.(iii) Customer loyalty programThe Group has launched spend-based customer loyalty programs for MINISO and TOP TOY brand in the PRC, under which loyalty points are rewarded to end customers at a rate of 1 point per RMB1 spent in MINISO stores or 1 to 1.4 points per RMB1 spent in TOP TOY stores in the PRC based on the level of TOP TOY membership. The stores include self-operated stores and franchised stores operated by franchisees participating in the program, and through MINISO and TOP TOY WeChat Mini Programs. Each 100 points of MINISO brand or each 20 points of TOP TOY brand is redeemable for a cash value of RMB1 on future purchases when certain criteria are met. Transaction price is allocated to the product(s) and the loyalty points are rewarded on a relative standalone selling price basis. Revenue associated with the price allocation of loyalty points rewarded is deferred and a corresponding liability is established in contract liabilities.The Group has established a premium paid membership program to cultivate customer loyalty and encourage repeat purchases. Under such membership program, customers pay membership fee in advance for subscriptions of premium members in a specific membership period, which ranges from 1 month to 1 year. Premium members are entitled to special prices for select products and additional discounts throughout membership period. The membership fee is recognized as revenue over the specific membership period. Unamortized portion of upfront membership fees received were recognized as contract liabilities.(v) Interest incomeInterest income is recognized as it accrues using the effective interest method.(vi) Government grantsGovernment grants are recognized in the statement of financial position initially when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them. Grants that compensate the Group for expenses incurred are recognized as other income in profit or loss based on the timing of when the related costs for which the grants are intended to compensate are incurred. Grants that compensate the Group for the cost of an asset are deducted from the carrying amount of the asset and consequently are effectively recognized in profit or loss over the useful life of the asset by way of reduced depreciation expense. |
| 85 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(v) Translation of foreign currencies(i) Functional and presentation currencyItem included in the financial statements of each entity in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to the entity (the “functional currency”). As the major operations of the Group are within the PRC, the Group presents its consolidated financial statements in Renminbi (“RMB”), unless otherwise stated. All values are rounded to the nearest thousand except when otherwise indicated.(ii) Transactions and balancesForeign currency transactions during the year are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions.Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the end of each reporting period. Exchange gains and losses are recognized in profit or loss and presented within other net income.Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated at the exchange rate at the date when the fair value was determined.(iii) Foreign operationsThe results of foreign operations are translated into RMB at the exchange rates approximating the exchange rates at the dates of the transactions. Statement of financial position items are translated into RMB at the exchange rates at the end of each reporting period. The resulting exchange differences are recognized in other comprehensive income and accumulated separately in equity in the translation reserve.On disposal of a foreign operation, the cumulative amount of the exchange differences in the translation reserve relating to that foreign operation is reclassified from equity to profit or loss when the profit or loss on disposal is recognized.(w) Borrowing costsBorrowing costs that are directly attributable to the acquisition or construction of an asset which necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of that asset. Other borrowing costs are expensed in the period in which they are incurred.(x) Related parties(a) A person, or a close member of that persons family, is related to the Group if that person:(i) has control or joint control over the Group;(ii) has significant influence over the Group; or(iii) is a member of the key management personnel of the Group or the Group’s parent. |
| 86 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 2 SIGNIFICANT ACCOUNTING POLICIES (continued)(x) Related parties (continued)(b) An entity is related to the Group if any of the following conditions applies:(i) The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).(iii) Both entities are joint ventures of the same third party.(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.(v) The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group.(vi) The entity is controlled or jointly controlled by a person identified in (a).(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the Group’s parent.Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.(y) Segment reportingOperating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Group’s various lines of business and geographical locations.Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.3 ACCOUNTING JUDGEMENTS AND ESTIMATESThe preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively. |
| 87 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 3 ACCOUNTING JUDGEMENTS AND ESTIMATES (continued)Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is included in the following notes:• Note 2(u)(i)-product sales to franchisees: whether revenue from product sales to franchisees is recognized at the point when the franchisees sell the product to their customers in the franchisees’ stores• Note 2(u)(ii)-license fees, sales-based royalties and sales-based management and consultation services fees: whether revenue is recognized over timeNote 33 contains information about the assumptions and their risk factors relating to measurement of ECL allowance for trade receivables and fair value of financial instruments. Other significant sources of estimation uncertainty are as follows:(a) Write down of inventoriesThe Group determines the write-down for obsolescence of inventories. Write-down of inventories is recorded when estimated net realizable value is less than cost. In determining write-down of inventories, the Group considers factors such as inventory aging, forecasted product demands, historical pricing trends and anticipated future pricing strategies. It could change significantly as a result of change in the product demands and pricing strategies due to change in market condition.(b) Impairments of property, plant and equipment and right-of-use assetsIn considering the impairment losses that may be required for certain property, plant and equipment, and right-of-use assets, recoverable amount of these assets needs to be determined. The recoverable amount is the greater of the net selling price and the value in use. It is difficult to precisely estimate selling price because quoted market prices for these assets may not be readily available. In determining the value in use, expected cash flows generated by the asset are discounted to their present value, which requires significant judgment relating to items such as level of revenue and amount of operating costs. The Group uses all readily available information in determining an amount that is reasonable approximation of recoverable amount, including estimates based on reasonable and supportable assumptions and projections of items such as revenue and operating costs.(c) Impairments of goodwillGoodwill is tested by the Group annually in accordance with the accounting policy stated in Note 2(d)(iii). The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates. The value-in-use calculations primarily use cash flow projections based on financial budgets approved by the Board of Directors. There are a number of assumptions and estimates involved in the preparation of future cash flow forecasts. Key assumptions include the expected growth rates and selection of discount rates to reflect the risks involved.(d) Recognition of deferred tax assetsDeferred tax assets in respect of tax losses and other deductible temporary differences carried forward are recognized and measured based on the expected manner of realization or settlement of the carrying amount of the assets, using tax rates enacted or substantively enacted at the end of the reporting periods. In determining the carrying amounts of deferred tax assets, expected taxable profits are estimated which involves a number of assumptions relating to the operating environment of the Group and requires significant level of judgement exercised by the directors. Any change in such assumptions and judgement would affect the carrying amounts of deferred tax assets to be recognized and hence the net profit in future years. |
| 88 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 3 ACCOUNTING JUDGEMENTS AND ESTIMATES (continued)(e) Share-based compensationThe Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is estimated using a model which requires the determination of the appropriate inputs. The Group has to estimate the forfeiture rate in order to determine the amount of share-based compensation expenses charged to the statement of profit or loss. The Group also has to estimate the actual vesting periods of the share awards which is variable and subject to an estimate of when a qualified initial public offering of the Group will incur. The assumptions and models used for estimating the fair value of share-based payment transactions are disclosed in Note 31.(f) Determining the lease termAs explained in policy Note 2(g), the lease liability is initially recognized at the present value of the lease payments payable over the lease term. In determining the lease term at the commencement date for leases that include renewal options exercisable by the Group, the Group evaluates the likelihood of exercising the renewal options taking into account all relevant facts and circumstances that create an economic incentive for the Group to exercise the option, including favorable terms, leasehold improvements undertaken and the importance of that underlying asset to the Group’s operation. The lease term is reassessed when there is a significant event or significant change in circumstance that is within the Group’s control. Any increase or decrease in the lease term would affect the amount of lease liabilities and right-of-use assets recognized in future years.(g) Fair value measurement of redeemable shares with other preferential rightsThe redeemable shares with other preferential rights are not traded in an active market and the respective fair value is determined by using valuation techniques. The Group has used the discounted cash flow method to determine the underlying equity value and adopted equity allocation model to determine the fair value of the redeemable shares with other preferential rights. Key assumptions, such as weighted average cost of capital, risk-free interest rate, lack of marketability discount and volatility are disclosed in Note 29. Considerable judgement is required to interpret market data used in the valuation techniques. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.(h) Depreciation and amortizationProperty, plant and equipment, right-of-use assets and intangible assets, are depreciated or amortized on a straight-line basis over the estimated useful lives of the assets. The Group reviews the estimated useful lives of the assets regularly in order to determine the amount of depreciation expense to be recorded during any reporting periods. The useful lives are based on the Group’s historical experience with similar assets. The depreciation and amortization expenses for future periods are adjusted if there are material changes from previous estimates. |
| 89 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 4 SEGMENT REPORTINGThe Group manages its businesses by divisions, which are organized by a mixture of both brands and geography. In a manner consistent with the way in which information is reported internally to the Group’s most senior executive management for the purposes of resource allocation and performance assessment, the Group has presented two reporting segments of MINISO brand and TOP TOY brand as of and for the years ended June 30, 2021 and 2022.No other operating segments have been aggregated to these reportable segments, but have been aggregated and presented as “other segment”. Business included as other segment did not meet the quantitative thresholds for reportable segments for the years ended June 30, 2021 and 2022. The segment information is as follows: Reportable segmentsOperationsMINISO brandDesign, buying and sale of lifestyle productsTOP TOY brandDesign, buying and sale of pop toys(i) Segment results, assets and liabilitiesInformation related to each reportable segment is set out below. Segment profit/(loss) before taxation is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments. As at and for the year ended June 30, 2021 Reportable segmentsOther segmentTotalMINISO brandTOP TOY brandTotal reportable segmentsRMB’000RMB’000RMB’000RMB’000RMB’000External revenues8,735,94798,2418,834,188237,4719,071,659Inter-segment revenue1,9785,8327,810115,701123,511 Segment revenue8,737,925104,0738,841,998353,1729,195,170Segment profit/(loss) before taxation378,926(24,376)354,55058,556413,106Finance income38,858938,8671,56640,433Finance costs(26,324)(2,021)(28,345)(17)(28,362)Depreciation and amortization(252,721)(11,229)(263,950)(1,069)(265,019)Other material non-cash items:– credit loss on trade and other receivables(20,208)(607)(20,815)(17)(20,832)– impairment loss on non-current assets(1,850)(1,091)(2,941)–(2,941)Segment assets9,873,002315,03810,188,040164,92810,352,968Segment liabilities3,662,661333,0963,995,75757,1194,052,876 |
| 90 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 4 SEGMENT REPORTING (continued)(i) Segment results, assets and liabilities (continued) As at and for the year ended June 30, 2022 Reportable segmentsOther segmentTotalMINISO brandTOP TOY brandTotal reportable segmentsRMB000RMB000RMB000RMB000RMB000External revenues9,468,718446,9309,915,648170,00110,085,649Inter-segment revenue8955011,396215,183216,579 Segment revenue9,469,613447,4319,917,044385,18410,302,228Segment profit/(loss) before taxation941,037(81,536)859,50197,455956,956Finance income62,21841662,6343,19065,824Finance costs(26,481)(6,904)(33,385)(11)(33,396)Depreciation and amortization(317,273)(32,528)(349,801)(1,916)(351,717)Other material non-cash items:– credit loss on trade and other receivables(27,054)(1,762)(28,816)(108)(28,924)– impairment loss on non-current assets(8,656)(4,829)(13,485)(13,485)Segment assets8,310,214519,8148,830,028171,1639,001,191Segment liabilities3,552,457620,9534,173,41062,3414,235,751 (ii) Reconciliations of information on reportable segments to the amounts reported in the financial statements For the year ended June 30, 20212022RMB’000RMB000i. RevenueTotal revenue for reportable segments8,841,9989,917,044Revenue for other segment353,172385,184Elimination of inter-segment revenue(123,511)(216,579) Consolidated revenue9,071,65910,085,649 ii. Profit before taxationTotal profit before taxation for reportable segments354,550859,501Profit before taxation for other segment58,55697,455Unallocated amounts:– Fair value changes of redeemable shares with other preferential rights(1,625,287)– Share of loss of an equity-accounted investee, net of tax(4,011)(8,162)– Expenses relating to construction of headquarters building and depreciation expense of apartments for use as staff quarters–(41,981) Consolidated (loss)/profit before taxation(1,216,192)906,813 |
| 91 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 4 SEGMENT REPORTING (continued)(ii) Reconciliations of information on reportable segments to the amounts reported in the financial statements (continued) As at June 30, 20212022RMB’000RMB000iii. AssetsTotal assets for reportable segments10,188,0408,830,028Assets for other segment164,928171,163Other unallocated amounts– Interest in an equity-accounted investee352,062– Assets relating to construction of headquarters building–2,028,095– Apartments for use as staff quarters–252,502 Consolidated total assets10,705,03011,281,788 iv. LiabilitiesTotal liabilities for reportable segments3,995,7574,173,410Liabilities for other segment57,11962,341Other unallocated amounts– Liabilities relating to construction of headquarters building–18,637 Consolidated total liabilities4,052,8764,254,388 v. Other material items For the year ended June 30, 2021 ReportablesegmenttotalsOthersegmentConsolidatedtotalsRMB’000RMB’000RMB’000Finance income38,8671,56640,433Finance costs(28,345)(17)(28,362)Depreciation and amortization(263,950)(1,069)(265,019)Credit loss on trade and other receivables(20,815)(17)(20,832)Impairment loss on non-current assets(2,941)–(2,941) For the year ended June 30, 2022 ReportablesegmenttotalsOthersegmentUnallocatedamountConsolidatedtotalsRMB000RMB000RMB000RMB000Finance income62,6343,19052066,344Finance costs(33,385)(11)(33,396)Depreciation and amortization(349,801)(1,916)(38,154)(389,871)Credit loss on trade and other receivables(28,816)(108)(28,924)Impairment loss on non-current assets(13,485)(13,485) |
| 92 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 4 SEGMENT REPORTING (continued)(iii) Geographic informationThe geographic information analyses the Group’s revenue and non-current assets by the Group’s country of domicile and other regions. In presenting the geographic information, segment revenue has been based on the geographic location of customers and segment assets are based on the geographic location of the assets. For the year ended June 30, 20212022RMB’000RMB000i. Revenuethe PRC (place of domicile)7,291,2197,442,156Other Asian countries excluding the PRC961,6221,174,323America584,6301,189,119Europe117,214174,691Others116,974105,360 9,071,65910,085,649 As at June 30, 20212022RMB’000RMB000ii. Non-current assetsthe PRC (place of domicile)902,7932,575,241Other Asian countries excluding the PRC82,41463,021America191,304204,459Europe22,39910,490 1,198,9102,853,211 Non-current assets exclude deferred tax assets and non-current prepayments. |
| 93 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 5 REVENUEThe Group’s revenue is primarily derived from the sale of lifestyle and pop toy products through self-operated stores, franchised stores, offline distributors in the PRC and overseas and online sales conducted through the Group’s own mobile applications and self-operated online stores on third-party e-commerce platforms and through online distributors. Other sources of revenue mainly include license fees, sales-based royalties and sales-based management and consultation service fees from franchisees and distributors.(i) Disaggregation of revenueIn the following table, revenue from contracts with customers is disaggregated by major products and service lines, primary geographical markets and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Group’s reportable segments (see Note 4). For the year ended June 30, 20212022RMB’000RMB000Major products/service lines– Sales of lifestyle and pop toy products – Retail sales in self-operated stores323,775555,226 – Product sales to franchisees5,506,3655,499,267 – Sales to offline distributors1,509,8402,072,061 – Online sales663,197651,039 – Other sales channels33,499220,069 Sub-total8,036,6768,997,662 – License fees, sales-based royalties, and sales-based management and consultation service fees – License fees72,392109,166 – Sales-based royalties97,84897,453 – Sales-based management and consultation service fees488,138478,775 Sub-total658,378685,394 – Others*376,605402,593 9,071,65910,085,649 Timing of revenue recognition– Point in time8,413,2819,321,490– Over time658,378764,159 Revenue from contracts with customers9,071,65910,085,649 Note:* Others mainly represented sales of fixtures to franchisees and distributors. |
| 94 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 5 REVENUE (continued)(i) Disaggregation of revenue (continued)Revenue from individual customer contributing over 10% of total revenue of the Group during the years ended June 30, 2021 and 2022 is set out as below: For the year ended June 30, 20212022RMB’000RMB000Revenue from contracts with customers941,541N/A* Note:* Less than 10% of the Group’s revenue in the respective year. |
| 95 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 5 REVENUE (continued)(ii) Contract balancesThe following table provides information about receivables, contract liabilities from contracts with customers. As at June 30, 20212022NoteRMB’000RMB000Receivables, which are included in ‘trade and other receivables’21315,001290,681Contract liabilities– Current portion(266,919)(361,522)– Non-current portion(59,947)(51,658) Total contract liabilities(326,866)(413,180) As at June 30, 20212022RMB’000RMB000Contract liabilities are analyzed as follows:– Advance payments received from customers for purchase of goods235,435219,192– Deferred revenue related to license fees91,43188,536– Deferred revenue related to membership fees–96,025– Deferred revenue related to loyalty points–9,427 326,866413,180 The Group requests 20% to 100% advance payment for purchase of goods from certain overseas distributors prior to delivery of goods. This gives rise to contract liabilities at the start of a sales order, until the revenue of sales of products recognized on the corresponding sale order exceeds the amount of payments received in advance.Unamortized portion of upfront license fees, membership fees received and deferred revenue associated with loyalty points were recognized as contract liabilities. |
| 96 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 5 REVENUE (continued)(ii) Contract balances (continued)Movements in contract liabilities are as follows: Contract liabilitiesRMB000Balance at July 1, 2020292,513Decrease in contract liabilities as a result of recognizing revenue during the year that was included in the contract liabilities at the beginning of the year(218,287)Increase in contract liabilities as a result of receiving advance payment for purchase of goods235,435Increase in contract liabilities as a result of receiving payment of license fees17,205 Balance at June 30, 2021326,866 Decrease in contract liabilities as a result of recognizing revenue during the year that was included in the contract liabilities at the beginning of the year(266,919)Increase in contract liabilities as a result of receiving advance payment for purchase of goods219,192Increase in contract liabilities as a result of receiving payment of license fees28,589Increase in contract liabilities as a result of receiving payment of membership fees96,025Increase in contract liabilities as a result of loyalty points9,427 Balance at June 30, 2022413,180 As of June 30, 2021 and 2022, license fees expected to be recognized as revenue after one year were RMB59,947,000 and RMB51,658,000 respectively.(iii) Revenue expected to be recognized in the future arising from contracts with customers in existence at the reporting datesContracts within the scope of IFRS 15As at June 30, 2021 and 2022, the aggregated amounts of the transaction price allocated to the remaining performance obligations under the Group’s existing contracts were RMB91,431,000 and RMB193,988,000, respectively. These amounts represented revenue of license fees, membership fees income and revenue associated with loyalty points. Revenue of license fees is expected to be recognized in the future from license agreements entered into with the franchisees and distributors. The Group will recognize the expected revenue in future over the remaining licensing period, which is expected to occur over the next 1 to 47 years and the next 1 to 46 years as at June 30, 2021 and 2022, respectively. Membership fee income is expected to be recognized in the future based on the subscribed membership period, which ranges from 1 month to 1 year. Revenue associated with loyalty points are expected to be recognized when the points are redeemed or when they expire, which is expected to occur within 1 year. |
| 97 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 5 REVENUE (continued)(iv) COVID-19 impact on revenueThe COVID-19 outbreak has impacted the Group’s revenue and operations since late January 2020.In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in the PRC. In response to intensifying efforts to contain the spread of the virus, the Group’s self-operated stores and franchised stores in the PRC were all temporarily closed from late January 2020. Those stores were gradually re-opened since early March 2020. This has resulted in a reduction in revenue from retail sales and product sales to franchisees in the PRC during the period from late January to March 2020. During the period from April to June 2020, the Group’s self-operated stores and franchised stores in the PRC gradually resumed normal operations and revenue from retail sales in self-operated stores and product sales to franchisees in the PRC recovered accordingly. During the year ended June 30, 2021, the emergence of new variants in certain PRC areas has adversely impacted the Group’s retail sales and product sales to franchisees due to governmental restrictions in public places to reduce the spread of virus. During the year ended June 30, 2022, the outbreak of the Delta and Omicron variants of COVID-19 in several provinces in the PRC caused temporary store closures and suspension of online sales in these areas, as a result of governmental restriction measures. Accordingly, the Group recorded lower revenues in these impacted provinces during the year ended June 30, 2022.The Group’s overseas business started to be adversely impacted since late March 2020 following the spread of COVID-19 around the world. Most of the Group’s overseas self-operated stores and franchised stores, have suffered from temporary closure and reduction of operating hours on occasion since late March 2020 through June 2021. The sales of stores owned by overseas distributors have also been adversely affected, which resulted in a reduction in revenue from sales to overseas distributors during the period from March 2020 to June 2021. During the year ended June 30, 2022, the sales of stores owned by overseas distributors gradually recovered although some of those stores that resumed operations also had reduced operating hours due to regional resurgences of COVID-19. The impact on sales in each overseas market has been dependent on the timing, severity and duration of the outbreak and measures implemented by government authorities to reduce the spread of COVID-19.6 OTHER INCOME For the year ended June 30, 20212022RMB’000RMB000Tax refund1,2793,231Government grants (Note (i))46,58716,663Income from depositary bank (Note 28)4,2746,037 52,14025,931 Note:(i) Government grants mainly represented unconditional cash awards granted by the local authorities in the PRC. During the year ended June 30, 2022, government grants also included subsidies obtained by the subsidiaries in the U.S. under the Paycheck Protection Program Rule with an aggregated amount of USD1,320,000 (equivalent to RMB8,548,000) as disclosed in Note 25(a)(ii). |
| 98 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 7 EXPENSES BY NATURE For the year ended June 30, 20212022RMB’000RMB000Cost of inventories (Note 20(a))6,581,4566,870,976Payroll and employee benefits (Note (i))916,185864,693Rental and related expenses12,13933,354Depreciation and amortization (Note (ii))265,019389,871Licensing expenses88,063149,612Promotion and advertising expenses214,788242,681Logistics expenses195,593272,363Travelling expenses52,96666,172Other expenses332,375384,730 Total cost of sales, selling and distribution and general and administrative expenses8,658,5849,274,452 Notes:(i) Payroll and employee benefits are analyzed as follows: For the year ended June 30, 20212022RMB’000RMB000Salaries, wages and bonus543,646666,968Contributions to social security contribution plan56,32577,903Welfare expenses34,89536,987Equity-settled share-based payment expenses (Note 31)281,31982,835 916,185864,693 (ii) Depreciation and amortization are analyzed as follows: For the year ended June 30, 20212022RMB’000RMB000Property, plant and equipment (Note 13)30,50758,865Right-of-use assets (Note 14)213,490309,606Intangible assets (Note 15)21,02221,400 265,019389,871 (iii) The auditor’s remuneration in relation to audit service provided for the year ended June 30, 2022 was RMB22,500,000, including the audit fee relating to the global offering in connection with the listing on the Hong Kong Stock Exchange in 2022. |
| 99 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 8 OTHER NET (LOSS)/INCOME For the year ended June 30, 20212022RMB’000RMB000Net foreign exchange gain/(loss) *(114,177)14,041Losses on disposal of property, plants and equipment and intangible assets(2,317)(5,614)Investment income from other investments66,83763,801Scrap income11,24211,808Net change in fair value of other investments2,9685,709Litigation compensation–(15,576)Gains relating to cancellation and modification of lease contracts–13,456Others(4,960)(317) (40,407)87,308 Note:* Net foreign exchange loss for the year ended June 30, 2021 was mainly caused by the depreciation of US dollar against Renminbi in certain subsidiaries whose functional currency are Renminbi whereas its holding net assets were mainly denominated in US dollar, which mainly comprised of the US dollar proceeds obtained from the listing on the New York Stock Exchange in October 2020.9 NET FINANCE INCOME For the year ended June 30, 20212022RMB’000RMB000Finance income– Interest income40,43366,344 40,43366,344Finance costs– Interest on loans and borrowings(1,545)(405)– Interest on lease liabilities(26,817)(32,991) (28,362)(33,396) Net finance income12,07132,948 |
| 100 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 10 INCOME TAXES(a) Taxation recognized in consolidated profit or loss: For the year ended June 30, 20212022RMB’000RMB000Amounts recognized in consolidated profit or lossCurrent taxProvision for the year200,170252,989Deferred taxOrigination and reversal of temporary differences (Note 10(c))13,08514,081 Tax expense213,255267,070 1) Cayman Islands and the BVIPursuant to the rules and regulations of the Cayman Islands and the BVI, the Group is not subject to any income tax in the Cayman Islands and the BVI.2) Hong KongUnder the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiaries are subject to Hong Kong Profits Tax at the rate of 16.5% on their taxable income generated from the operations in Hong Kong. A two-tiered profits tax rates regime was introduced in 2018 where the first HKD2 million of assessable profits earned by a company will be taxed at half of the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the Group to benefit from the progressive rates.3) Mainland ChinaUnder the Corporate Income Tax (“CIT”) Law, the subsidiaries established in mainland China are subject to a unified statutory CIT rate of 25%.A subsidiary established in Hengqin New Area of Zhuhai, a pilot free trade zone in the PRC, met the criteria for a preferential income tax rate of 15%.4) United StatesUnder United States Internal Revenue Code, the subsidiaries established in United States are subject to a unified Federal CIT rate of 21% and variable state income and franchise tax depends on which state the subsidiaries has nexus with. Most of subsidiaries in United States are operated in the state of California, and thus they will be subject to state income tax rate of 8.84%. Other subsidiaries in United States mainly are subject to state income tax rates ranging from 6.25% to 11.5% depending on the location of the operation.5) IndonesiaThe subsidiary incorporated in Indonesia is subject to the prevailing statutory tax rate on taxable income. The statutory tax rate was 22% from fiscal year ended December 31, 2021 and onwards. |
| 101 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 10 INCOME TAXES (continued)(a) Taxation recognized in consolidated profit or loss: (continued)6) IndiaUnder the Income Tax Act 1961 enacted in India, the subsidiary incorporated in India is subject to a profit tax rate of 26%.7) CanadaUnder the Canadian federal and provincial tax rules, the subsidiaries incorporated in Canada are subject to the combined Canadian federal and provincial statutory income tax rates ranging from 23% to 31% depending on the location of the operation.8) SingaporeUnder the Income Tax Act enacted in Singapore, the subsidiaries incorporated in Singapore are subject to a tax rate of 17% on its chargeable income.(b) Reconciliation between tax expense and accounting profit at applicable tax rates: For the year ended June 30, 20212022RMB’000RMB000(Loss)/profit before taxation(1,216,192)906,813 Notional tax on profit before taxation, calculated at the rates applicable to profits in the jurisdictions concerned118,766214,704Tax effect of share-based compensation expenses and employee compensation expenses (Note 7(i))70,33020,254Tax effect of other non-deductible expenses10,43310,935Effect of preferential tax treatments on assessable profits of a subsidiary (Note 10(a)(3))(34,218)(18,001)Tax effect of exempted and non-taxable interest income(6,245)(4,044)Effect of unused tax losses not recognized72,96944,888Effect of unrecognized deductible temporary differences being utilized(18,780)(1,666) Actual tax expenses213,255267,070 |
| 102 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 10 INCOME TAXES (continued)(c) Movement in deferred tax assetsThe components of deferred tax assets recognized in the consolidated statement of financial position and the movements during the reporting periods presented are as follows: UnusedtaxlossesIntra-groupunrealizedprofitsCredit loss andimpairmentLoss fromwaiver ofintercompanyreceivables ofdiscontinuedoperationsOthersTotalRMB000RMB000RMB000RMB000RMB000RMB000Deferred tax assets arising from:At July 1, 202028,56737,70950,88161,5484,815183,520Charged to profit or loss6,278(22,931)683–2,885(13,085)Exchange rate difference(592)(82)(1,217)–8(1,883) At June 30, 202134,25314,69650,34761,5487,708168,552 Charged to profit or loss(2,536)(3,556)(8,673)684(14,081)Exchange rate difference(21)(43)(101)27(138) At June 30, 202231,69611,09741,57361,5488,419154,333 The Group only recognizes deferred income tax assets for cumulative tax losses if it is probable that future taxable amounts will be available to utilize those tax losses.(d) Unrecognized deferred tax assetsDeferred tax assets have not been recognized in respect of the following items, because it is not probable that future taxable profit against which the losses can be utilized will be available in the relevant tax jurisdiction. As at June 30, 20212022RMB’000RMB000Deductible temporary differences127,500107,964Cumulative tax losses483,437630,807 Total610,937738,771 |
| 103 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 10 INCOME TAXES (continued)(e) Tax losses carried forwardTax losses for which no deferred tax asset was recognized will expire as follows: As atJune 30,2021Expiry dateAs atJune 30,2022Expiry dateRMB’000RMB000Expire147,9282022-2042278,2152023-2043Never expire335,509352,592 Tax losses for which no deferred tax asset was recognized are related to subsidiaries that were established in recent years, which are not expected to derive sufficient taxable profits in the foreseeable future before unused tax losses expired.(g) Uncertain tax positionThe Group evaluates whether it is probable that tax authority will accept the tax treatment for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of June 30, 2021 and 2022, the Group did not have any significant unrecognized uncertain tax positions. The Group does not anticipate any significant increase to unrecognized tax benefit within the next 12 months. Interest and penalties related to income tax matters, if any, is included in income tax expense. |
| 104 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 11 (LOSS)/EARNINGS PER SHARE(a) Basic (loss)/earnings per shareThe calculation of basic (loss)/earnings per share has been based on the following (loss)/profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.(i) (Loss)/profit attributable to ordinary shareholders (basic): For the year ended June 30,20212022RMB’000RMB000(Loss)/profit attributable to the equity shareholders of the Company(1,415,010)638,170Less: Allocation of undistributed earnings to holders of unvested restricted shares116,929(1,576) (Loss)/profit used to determine basic earnings per share(1,298,081)636,594 The unvested restricted shares granted to employees under the 2018 and 2020 Share Award Scheme (see Note 31) are entitled to non-forfeitable dividends during the vesting period. For the purpose of calculating basic loss per share, the numerators are thus be adjusted for the undistributed earnings attributed to these unvested shares in accordance with their participating rights, which have not been recognized in profit or loss.(ii) Weighted-average number of ordinary shares (basic):The weighted average number of ordinary shares of 1,104,371,475 and 1,205,527,348 in issue for the years ended June 30, 2021 and 2022, respectively, were calculated as follows: For the year ended June 30,20212022Number of sharesNumber of sharesIssued ordinary share at July 1, 2020 and 2021865,591,3981,204,860,715Effect of shares issued upon IPO and exercise of the over-allotment option (Note 30(a)(iii))90,911,146Effect of shares converted from Series A preferred shares (Note 30(a)(iv))83,495,097Effect of shares released from share award scheme and option plan (Note 31)64,373,8342,369,454Effect of repurchase of shares (Note 30(b)(v))–(1,702,821) Weighted average number of ordinary shares1,104,371,4751,205,527,348 |
| 105 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 11 (LOSS)/EARNINGS PER SHARE (continued)(b) Diluted (loss)/earnings per shareDiluted (loss)/earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.There was no difference between basic and diluted loss per share during the year ended June 30, 2021 as the effect of the restricted shares granted to employees (see Note 31(a)) and share options granted to employees (see Note 31(b)) would be anti-dilutive.During the year ended June 30, 2022, the calculation of diluted earnings per share was based on the profit attributable to ordinary equity shareholders of the Company of RMB638,170,000 and the weighted average number of ordinary shares of 1,216,637,439 shares, after adjusting by the dilutive effect of share award scheme and option plan, calculated as follows: For the year endedJune 30, 2022Number of sharesWeighted average number of ordinary shares, basic1,205,527,348Dilutive effect of share award scheme and option plan (Note 31)11,110,091 Weighted average number of ordinary shares, diluted1,216,637,439 12 OTHER COMPREHENSIVE (LOSS)/INCOME For the year ended June 30, 2021Before-taxTax (expense)/Net-of-taxamountbenefitamountRMB’000RMB’000RMB’000Exchange differences on translation of financial statements of overseas subsidiaries(16,548)–(16,548) Other comprehensive loss(16,548)–(16,548) For the year ended June 30, 2022Before-taxTax (expense)/Net-of-taxamountbenefitamountRMB000RMB000RMB000Exchange differences on translation of financial statements of overseas subsidiaries40,49440,494 Other comprehensive income40,49440,494 |
| 106 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 13 PROPERTY, PLANT AND EQUIPMENT ApartmentsLeaseholdimprovementsOfficeequipmentStore operatingequipmentMotorvehiclesMouldsConstructionin progressTotalRMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000Cost:At July 1, 2020–111,27930,64255,3152,935––200,171Acquisitions through business combination–4137215904––1,539Additions–12,48411,7108,822–––33,016Disposals–(1,392)(3,675)(15,508)(1,012)––(21,587)Exchange adjustments–(10,835)(1,253)(2,375)(87)––(14,550) At June 30, 2021–111,94937,43146,4692,740––198,589 Acquisition of a subsidiary (Note 32(b))1410,27610,290Additions242,63967,16016,7797,62823226,51148,528409,477Disposals(15,389)(3,183)(6,670)(622)(102)(25,966)Exchange adjustments4,4002(636)(3)3,763 At June 30, 2022242,639168,12051,04346,7912,34726,40958,804596,153 Accumulated depreciation:At July 1, 2020–(33,195)(12,728)(19,835)(1,070)––(66,828)Charge for the year–(11,097)(7,538)(11,303)(569)––(30,507)Written back on disposals–3953,0265,02877––8,526Exchange adjustments–2,890(1,386)3,18752––4,743 At June 30, 2021–(41,007)(18,626)(22,923)(1,510)––(84,066) Charge for the year(7,538)(17,840)(7,144)(8,647)(452)(17,244)(58,865)Written back on disposals4,5411,6724,5245001911,256Exchange adjustments(1,710)633956(1,246) At June 30, 2022(7,538)(56,016)(24,035)(26,651)(1,456)(17,225)(132,921) Impairment:At July 1, 2020–(38,162)–(7,119)–––(45,281)Addition–(1,742)–(1,199)–––(2,941)Written back on disposals–––6,179–––6,179Exchange adjustments–3,472–364–––3,836 At June 30, 2021–(36,432)–(1,775)–––(38,207) Addition(8,880)(1,380)(2,802)(13,062)Written back on disposals7,5361,2318,767Exchange adjustments(940)(42)146(836) At June 30, 2022(38,716)(1,422)(3,200)(43,338) Net book value:At June 30, 2021–34,51018,80521,7711,230––76,316 At June 30, 2022235,10173,38825,58616,9408919,18458,804419,894 Note: Apartments represent the apartments located in the PRC acquired from a third party during the year ended June 30, 2022. As of June 30, 2022, the property ownership certificates of certain apartments were still under processing. |
| 107 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 14 RIGHT-OF-USE ASSETSThe analysis of the net book value of right-of-use assets by class of underlying asset is as follows: WarehouseLand usePropertyequipmentright(Note (i))(Note (ii))(Note (iii))TotalRMB’000RMB’000RMB’000RMB’000Cost:At July 1, 2020832,65724,857–857,514Acquisitions through business combination36,632––36,632Additions392,64811,305–403,953Derecognition(155,478)(24,179)–(179,657)Exchange adjustments(29,042)(281)–(29,323) At June 30, 20211,077,41711,702–1,089,119 Acquisition of a subsidiary (Note 32(b))1,781,5951,781,595Additions337,717414815338,946Derecognition(408,249)(1,470)(409,719)Exchange adjustments6,23926,241 At June 30, 20221,013,12410,6481,782,4102,806,182 Accumulated depreciation:At July 1, 2020(299,001)(13,018)–(312,019)Charge for the year(205,344)(8,146)–(213,490)Derecognition131,42419,425–150,849Exchange adjustments13,033191–13,224 At June 30, 2021(359,888)(1,548)–(361,436) Charge for the year(275,310)(3,765)(30,531)(309,606)Derecognition243,5751,470245,045Exchange adjustments(2,917)(1)(2,918) At June 30, 2022(394,540)(3,844)(30,531)(428,915) Impairment:At July 1, 2020(42,628)––(42,628)Charge for the year––––Derecognition1,759––1,759Exchange adjustments3,073––3,073 At June 30, 2021(37,796)––(37,796) Charge for the yearDerecognition4,2494,249Exchange adjustments(1,131)(1,131) At June 30, 2022(34,678)(34,678) Net book value:At June 30, 2021679,73310,154–689,887 At June 30, 2022583,9066,8041,751,8792,342,589 |
| 108 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 14 RIGHT-OF-USE ASSETS (continued)The analysis of expense items in relation to leases recognized in profit or loss is as follows: For the year ended June 30,20212022RMB’000RMB000Depreciation charge of right-of-use assets by class of underlying asset:Property205,344275,310Warehouse equipment8,1463,765Land use right–30,531 213,490309,606 Interest on lease liabilities (Note 9)26,81732,991Expense relating to short-term leases and other leases with remaining lease term ending on or before June 3028,65628,384Variable lease payments not included in the measurement of lease liabilities2,8464,648COVID-19 rent concessions(42,698)(35,548) Details of total cash outflow for leases and the maturity analysis of lease liabilities are set out in Note 24(c) and Note 27, respectively.Notes:(I) PROPERTY – RIGHT-OF-USE ASSETSThe Group leases properties for its offices space, warehouse storage and retail stores. The leases of offices space typically run for a period of two to fourteen years, leases of warehouse storage and retail stores typically run for two to ten years.Variable lease payments based on salesSome leases of self-operated stores contain variable lease payments, which typically range from 1% to 15% of the annual sales that each store makes in excess of a certain breakpoint predetermined with landlord. These terms are common in retail stores in countries such as United states, Canada and Singapore where the Group operates. The relative magnitude of variable lease payments to fixed payments is low given sales from most stores with variable lease payments terms did not exceed the breakpoints. The Group expects the relative proportions of variable lease payments to fixed lease payments to increase in future years when sales from these stores increase.(II) WAREHOUSE EQUIPMENT – RIGHT-OF-USE ASSETSThe Group leases warehouse equipment, with lease terms of two to three years.(III) LAND USE RIGHTThe Group acquired the land use right of a parcel of land located in the PRC during the year ended June 30, 2022 through the acquisition of a subsidiary as disclosed in Note 32(b), with a lease term of 40 years.(IV) RENTAL DEPOSITSThe refundable rental deposit itself is not part of the lease payments and is in the scope of IFRS 9. Therefore, the rental deposit should be measured at fair value on initial recognition. The difference between the initial fair value and the nominal value of the deposit is an additional lease payment made by the Group and it is included in the measurement of the right-of-use assets.(V) COVID-19-RELATED CONCESSIONSAs disclosed in Note 2(c), the Group has early adopted the 2020 Amendment to IFRS 16, Leases, COVID-19-Related Rent Concessions and the 2021 Amendment to IFRS16, Leases, COVID-19-Related Concessions beyond 30 June 2021, and has applied the practical expedient introduced by the Amendment to all eligible rent concessions received by the Group during the years ended June 30, 2021 and 2022. |
| 109 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 15 INTANGIBLE ASSETS SoftwareRMB’000Cost:At July 1, 202095,567Purchases13,805Disposals(1,536)Exchange adjustments(253) At June 30, 2021107,583 Purchases3,922Disposals(24)Exchange adjustments(63) At June 30, 2022111,418 Accumulated amortization:At July 1, 2020(26,115)Charge for the year(21,022)Written off on disposal677Exchange adjustments223 At June 30, 2021(46,237) Charge for the year(21,400)Written off on disposal2Exchange adjustments20 At June 30, 2022(67,615) Impairment:At July 1, 2020(361)Charge for the year–Exchange adjustments20 At June 30, 2021(341) Charge for the year(423)Exchange adjustments27 At June 30, 2022(737) Net book value:At June 30, 202161,005 At June 30, 202243,066 |
| 110 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 16 GOODWILL RMB’000Cost:At July 1, 2020–Acquisition through business combination (Note 32)19,640 At June 30, 202119,640Exchange adjustments(252) At June 30, 202219,388 Impairment:At July 1, 2020, June 30, 2021 and June 30, 2022 Carrying amount:At June 30, 202119,640 At June 30, 202219,388 Impairment tests for cash-generating unit (CGU) containing goodwillFor the purpose of impairment testing, goodwill has been allocated to the Group’s CGU as follows. As at June 30,20212022RMB’000RMB000MINISO SG Pte. Ltd.19,64019,388 Total19,64019,388 The recoverable amount of this CGU was based on its value in use, determined by discounting the future cash flows to be generated from the continuing operation of the CGU, based on value-in-use calculation. The cash flow projection used in calculation was based on the financial forecasts approved by management covering a five-year period. |
| 111 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 16 GOODWILL (continued)Impairment tests for cash-generating unit (CGU) containing goodwill (continued)The key assumptions used in the estimation of value in use were as follows. As at June 30,20212022Pre-tax discount rate13.2%16.1%Terminal value growth rate1.4%1.9%Revenue growth rate (average of next five years)21.8%15.0% The discount rate used was pre-tax and reflect specific risks relating to the CGU. Five years of cash flow were included in the discounted cash flow model. Cash flows beyond the five-year period were extrapolated using the terminal growth rate, which did not exceed the long-term average growth rates for the business in which the CGU operates. Revenue growth was based on expectations of future outcomes taking into account of the impact of COVID-19.The discount rate used was pre-tax and reflect specific risks relating to the CGU. Five years of cash flow were included in the discounted cash flow model. Cash flows beyond the five-year period were extrapolated using the terminal growth rate, which did not exceed the long-term average growth rates for the business in which the CGU operates. Revenue growth was based on expectations of future outcomes taking into account of the impact of COVID-19.The headroom calculated based on the recoverable amounts deducting the carrying amount of and goodwill allocated for the CGU was approximated RMB10,741,000 and RMB19,363,000 as at June 30, 2021 and 2022.The Company performed the sensitivity analysis based on the assumption that pre-tax discount rate and revenue growth rate has been changed. Had the estimated key assumption during the forecast period been changed as below, the headroom would have decreased to the following: As at June 30,20212022RMB’000RMB000Pre-tax discount rate increase by 5%7,3633,981Revenue growth rate (average of next five years) decrease by 2%151604 With regards to the assessment of the value in use of the CGU, the directors of the Company believe that reasonable possible changes in above key assumptions would not lead to the carrying value, including goodwill, of the CGU to exceed the recoverable amount as at June 30, 2021 and 2022. |
| 112 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 17 PREPAYMENTS As at June 30,20212022RMB’000RMB000Prepayment for construction of a new headquarters building (Note 32(b))–200,861Prepayment for purchase of apartments (i)133,458Others5,023821 Total138,481201,682 Note:(i) In June 2021, the Group paid first instalment of RMB133,458,000 for the purchase of apartments, for the use of staff accommodation in future.18 INTEREST IN AN EQUITY-ACCOUNTED INVESTEEIn December 2020, the Company formed the entity YGF Investment V Limited (“YGF Investment”) in the BVI together with YGF MC Limited, a company controlled by the Controlling Shareholders, to acquire the right to use a parcel of land in the PRC and to build a new headquarters building through the YGF Investment’s subsidiary in the PRC. The Company and YGF MC Limited held 20% and 80% of the shares of YGF Investment, respectively. As of June 30, 2021, the Company had invested RMB356,000,000 in YGF Investment by cash and accounted for its investment using the equity method of accounting.Summarized financial information of YGF Investment adjusted for any differences in accounting policies, and reconciled to the carrying amount in the Company’s consolidated statement of financial position as at June 30, 2021, are disclosed below: RMB’000Gross amounts of YGF InvestmentCurrent assets (Note ii)1,416,584Non-current assets1,781,081Current liabilities (Note i)1,437,355Equity (Note ii)1,760,310Revenue–Net loss and total comprehensive loss for the period ended June 30, 2021(19,690)Reconciled to the Group’s interest in the equity-accounted investeeNet assets of the equity-accounted investee1,760,310Group’s effective interest20% Carrying amount in the consolidated financial statements352,062 |
| 113 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 18 INTEREST IN AN EQUITY-ACCOUNTED INVESTEE (continued)Notes:(i) The balance includes a loan of RMB319,930,000 from a fellow subsidiary of YGF MC Limited, which was guaranteed by the Controlling Shareholders.(ii) YGF MC Limited is required to invest RMB1,424,000,000 for its 80% equity interest in YGF Investment, of which RMB422,949,000 had been paid in cash as of June 30, 2021. The unpaid balance of RMB1,001,051,000 was recorded in equity in the financial statements of YGF Investment, with the corresponding receivable included in current assets.On October 27, 2021, the Company acquired the 80% interest previously held by YGF MC Limited in YGF Investment, which became a wholly-owned subsidiary of the Group. The directors of the Company determined that the acquisition of assets and liabilities through acquisition of 80% shares in YGF Investment do not constitute a business combination, as such, the carrying amount of the previously owned 20% interest in YGF Investment was included as part of the cost of such acquisition of assets and liabilities and was not remeasured at the date of acquisition. Details of the acquisition is set out in Note 32(b).19 OTHER INVESTMENTS As at June 30,20212022RMB’000RMB000Financial assets measured at FVTPL– Investment in trust investment schemes102,968208,649– Others–1,874 102,968210,523 In December 2020, the Group invested in a trust investment scheme (“Trust Scheme A”) established and managed by a trust company as the trustee with the principal of RMB100,000,000 and an initial investment period of within one year. The Group subsequently extended the investment period to March 2023. Pursuant to the agreement, the Trust Scheme A is designated to make the majority of its investments in debt securities, while the principal and return of the investment are not guaranteed. Fair value of this investment as of June 30, 2021 and 2022 was estimated to be RMB102,968,000 and RMB103,537,000, respectively.In July 2021, the Group invested in another trust investment scheme (“Trust Scheme B”) established and managed by a trust company as the trustee with the principal of RMB100,000,000 and an initial investment period of within one year. Pursuant to the agreement, the Trust Scheme B is designated to make the majority of its investments in debt securities, while the principal and return of the investment are not guaranteed. Fair value of this investment as of June 30, 2022 was estimated to be RMB105,112,000.Information about the Group’s exposure to credit and market risks, and fair value measurement, is included in Note 33. |
| 114 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 20 INVENTORIES As at June 30,20212022RMB’000RMB000Finished goods1,491,3281,186,810Low-value consumables4,7331,285 1,496,0611,188,095 (a) The analysis of the amount of inventories recognized as an expense and included in profit or loss is as follows: For the year ended June 30,20212022RMB’000RMB000Carrying amount of inventories sold6,632,5306,915,713Reversal of write-down of inventories(51,074)(44,737) Cost of inventories recognized in consolidated statements of profit or loss6,581,4566,870,976 |
| 115 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 21 TRADE AND OTHER RECEIVABLES As at June 30, 20212022NoteRMB’000RMB000CurrentTrade receivables374,828375,798Less: loss allowance33(a)(59,827)(85,117) Trade receivables, net of loss allowance315,001290,681Amounts due from related parties36(c)1,7915,105Miscellaneous expenses paid on behalf of franchisees192,072246,097Value-added tax (“VAT”) recoverable79,590182,906Rental deposits94,423101,124Receivables due from on-line payment platforms and banks (i)33,30926,806Prepayments for inventories38,75852,476Prepayments for licensing expenses11,50335,223Prepayments for listing expenses relating to Hong Kong public offering–58,560Others58,27857,220 824,7251,056,198 Notes:(i) Receivables due from on-line payment platforms and banks mainly represented the proceeds of online sales through e-commerce platforms collected by and retained in third-party online payment platforms. Withdrawal of the balances retained in online payment platforms could be made anytime upon the Group’s instructions. The amounts also included those due from banks for offline sales made through customer credit/debit cards and other online payment platforms that require overnight processing by the collection banks.(ii) All of trade and other receivables classified as current portion are expected to be recovered or recognized as expense within one year.(iii) Trade debtors are due within 30 to 180 days from the date of revenue recognition for domestic and overseas customers respectively. Further details on the Group’s credit policy and credit risk arising from trade debtors are set out in Note 33(a). |
| 116 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 21 TRADE AND OTHER RECEIVABLES (continued)Aging analysisAs of the end of each reporting period, the aging analysis of trade receivables, based on the invoice date and net of loss allowance, is as follows: As at June 30, 20212022RMB’000RMB000Within 90 days231,643182,18491 to 180 days35,85389,050181 to 360 days24,6038,108361 to 540 days18,55311,233Over 540 days4,349106 315,001290,681 22 CASH AND CASH EQUIVALENTSCash and cash equivalents comprise: As at June 30, 20212022RMB’000RMB000Cash on hand549450Cash at bank6,771,1045,348,042 Cash and cash equivalents as presented in the consolidated statements of financial position and in the consolidated statements of cash flows6,771,6535,348,492 23 RESTRICTED CASH As at June 30, 20212022RMB’000RMB000Bank deposits held in an escrow bank account (i)3,6805,772Bank deposits frozen for legal proceedings (ii)–26,604 3,68032,376 Notes:(i) The balance represented cash held in an escrow bank account in the PRC with designated usage of settlement with franchisees.(ii) The balance mainly represented deposits frozen for the lawsuits relating to intellectual property dispute and illicit competition as disclosed in Note 35. |
| 117 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 24 CASH FLOW INFORMATION(a) Reconciliation of (loss)/profit for the year to cash generated from operations: For the year ended June 30, 20212022NoteRMB’000RMB000(Loss)/profit for the year(1,429,447)639,743Adjustments for:Interest on lease liabilities926,81732,991Depreciation and amortization7265,019389,871Interest on loans and borrowings91,545405Interest income9(40,433)(66,344)Investment income from other investments8(66,837)(63,801)Net change in fair value of other investments8(2,968)(5,709)Losses on disposal of property, plant and equipment and intangible assets82,3175,614Impairment loss on non-current assets2,94113,485Unrealized foreign exchange (gain)/loss(46,378)6,806Effect of lease contract cancellation(2,630)(25,015)Fair value changes of redeemable shares with other preferential rights1,625,287Share of loss of an equity-accounted investee, net of tax4,0118,162Equity-settled share-based payment expenses7281,31982,835Income tax10(a)213,255267,070Changes in working capital:Inventories(93,197)307,966Trade and other receivables(80,087)(190,145)Contract liabilities34,35386,314Trade and other payables386,703180,122Restricted cash3,376(28,696)Deferred income26,065(5,282) Cash generated from operations1,111,0311,636,392 |
| 118 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 24 CASH FLOW INFORMATION (continued)(b) Reconciliation of liabilities arising from financing activities: Loans andborrowingsRedeemableshares with otherpreferential rightsInterestpayableLeaseliabilitiesTotalRMB’000RMB’000RMB’000RMB’000RMB’000Note 25Note 27At July 1, 2020416,3892,381,327610602,9743,401,300 Additions through business combination21,979––38,71360,692 Changes from financing cash flows:Proceeds from loans and borrowings313–––313Repayment of loans and borrowings(416,588)–––(416,588)Interest of loans and borrowings paid––(1,488)–(1,488)Payment of capital element and interest element of lease liabilities–––(215,762)(215,762) Total changes from financing cash flows(416,275)–(1,488)(215,762)(633,525) Exchange adjustments(1,499)(42,771)–(22,607)(66,877) Other changes:Fair value changes of redeemable shares with other preferential rights–1,625,287––1,625,287Decrease in redeemable shares with other preferential rights–(3,963,843)––(3,963,843)Increase in lease liabilities from entering into new leases during the year–––403,955403,955Decrease in lease liabilities from derecognition–––(29,678)(29,678)Increase in interest expenses––1,54526,81728,362 Total other changes–(2,338,556)1,545401,094(1,935,917) At June 30, 202120,594–667804,412825,673 |
| 119 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 24 CASH FLOW INFORMATION (continued)(b) Reconciliation of liabilities arising from financing activities: (continued) Loans andborrowingsInterestpayableLeaseliabilitiesTotalRMB000RMB000RMB000RMB000Note 25Note 27At July 1, 202120,594667804,412825,673 Changes from financing cash flows:Repayment of loans and borrowings(5,295)(5,295)Interest of loans and borrowings paid(1,000)(1,000)Payment of capital element and interest element of lease liabilities(317,017)(317,017) Total changes from financing cash flows(5,295)(1,000)(317,017)(323,312) Exchange adjustments197(29)2,2602,428 Other changes:Increase in lease liabilities from entering into new leases during the year338,131338,131Decrease in lease liabilities from derecognition(209,712)(209,712)Increase in interest expenses40532,99133,396Forgiveness of loans and borrowings(8,548)(8,548) Total other changes(8,548)405161,410153,267 At June 30, 20226,94843651,065658,056 (c) Total cash out flow for leases: For the year ended June 30, 20212022RMB’000RMB000Within operating cash flows(31,502)(33,032)Within financing cash flows(215,762)(317,017) (247,264)(350,049) (d) Non-cash transactionsNon-cash transactions incurred during the year ended June 30, 2021 mainly comprised the conversion of redeemable shares with other preferential rights into ordinary shares upon the date of completion of IPO with the amount of RMB3,963,843,000 transferred from liabilities to equity.No significant non-cash transaction incurred during the year ended June 30, 2022. |
| 120 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 25 LOANS AND BORROWINGS(a) The analysis of the carrying amount of loans and borrowings is as follows: As at June 30, 20212022NoteRMB’000RMB000Non-current liabilitiesBorrowings from existing non-controlling interest shareholders(i)6,6126,503Other borrowings313 6,9256,503 Current liabilitiesCurrent portion of unsecured bank loans(ii)8,921Current portion of borrowings from former and existing non-controlling interest shareholders(i)/(iii)4,748133Other borrowings–312 13,669445 Notes:(i) The long-term borrowings from non-controlling interest shareholders outstanding as at June 30, 2021 and 2022 represented two loans:• a loan obtained in a subsidiary acquired during the year ended June 30, 2021 with principal amount of SGD1,350,000 (equivalent to RMB6,484,000 and RMB6,503,000 on June 30, 2021 and 2022, respectively). The loan bears an interest rate of 3% per annum. As agreed with the lender, the loan is not required to be repaid until certain performance conditions are met by the subsidiary. As of June 30, 2021 and 2022, such performance conditions were not expected to be met within one year.• a loan with principal amount of USD20,000 (equivalent to RMB128,000 and RMB133,000 on June 30, 2021 and 2022, respectively) and bearing an interest rate of 9% per annum. The loan was with a term of 5 years and will expire in December 2022. The loan was reclassified as current liability as of June 30, 2022.(ii) In April 2020, under the rules issued by the U.S. Small Business Administration (SBA) implementing the Paycheck Protection Program under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (the “Paycheck Protection Program Rule”), the subsidiaries in the U.S. obtained unsecured bank loans with an aggregated amount of US$1,381,000 (equivalent to RMB8,921,000 on June 30, 2021). The loans bear an interest rate of 0.98% per annum with a term of 2 years and expired in April 2022. Under the Paycheck Protection Program Rule, loan forgiveness will be provided for documented payroll costs and covered rent payments and utilities that qualify SBA requirements. As of June 30, 2021, the Group had not qualified for the loan forgiveness. During the year ended June 30, 2022, the Group was assessed to be qualified for a loan forgiveness for an amount of USD1,320,000 (equivalent to RMB8,548,000) and recognized such amount in the consolidated statement of profit or loss. The remaining loan balance of USD80,000 was repaid in September 2021.(iii) The current portion of long-term borrowings from former and existing non-controlling interest shareholders outstanding as of June 30, 2021 comprised a loan with principal amount of IDR10,600,000,000 (equivalent to RMB4,748,000 on June 30, 2021) and bearing an interest rate of 6%. The loan was with a term of 5 years and expired in April 2022. The loan was repaid in June 2022.Information about the Group’s exposure to interest rates, foreign currency and liquidity risks is included in Note 33. |
| 121 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 25 LOANS AND BORROWINGS (continued)(b) Terms and repayment scheduleAt the end of reporting periods, the loans and borrowings were repayable as follows: As at June 30, 20212022RMB’000RMB000Within 1 year or on demand13,669445 After 1 year but within 2 years442650After 2 years but within 5 years1,2975,853More than 5 years5,186 6,9256,503 20,5946,948 26 TRADE AND OTHER PAYABLES As at June 30, 20212022RMB’000RMB000Trade payables624,688649,415Payroll payable63,62168,969Accrued expenses155,698264,905Other taxes payable20,63352,078Deposits1,833,5161,875,380Amounts due to related parties (Note 36(c))7,49013,710Others103,536148,534 2,809,1823,072,991 Information about the Group’s exposure to currency and liquidity risks is included in Note 33.The credit period granted by suppliers is 30 to 60 days.Deposits received from suppliers, distributors and franchisees may be repayable to suppliers, distributors and franchisees after more than one year. All of the other trade payables, other payables, accruals and amounts due to related parties or franchisees are expected to be settled within one year or are repayable on demand. |
| 122 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 26 TRADE AND OTHER PAYABLES (continued)Aging analysisAs of the end of each reporting period, the aging analysis of trade payables, based on the invoice date, is as follows: As at June 30, 20212022RMB’000RMB000Within 1 month558,743599,2801 to 3 months41,17632,3083 months to 1 year10,3225,010Over 1 year14,44712,817 624,688649,415 27 LEASE LIABILITIESThe following table shows the remaining contractual maturities of the Group’s lease liabilities at the end of the reporting periods: As at June 30, 2021 Presentvalue of theminimum leasepaymentsTotal minimumlease paymentsRMB’000RMB’000Within 1 year321,268342,211 After 1 year but within 2 years203,467217,229After 2 years but within 5 years239,995277,726After 5 years39,68254,848 483,144549,803 804,412892,014 Less: total future interest expenses(87,602) Present value of lease liabilities804,412 |
| 123 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 27 LEASE LIABILITIES (continued) As at June 30, 2022 Presentvalue of theminimum leasepaymentsTotal minimumlease paymentsRMB000RMB000Within 1 year257,997263,332 After 1 year but within 2 years176,047188,172After 2 years but within 5 years188,031215,398After 5 years28,99039,421 393,068442,991 651,065706,323 Less: total future interest expenses(55,258) Present value of lease liabilities651,065 28 DEFERRED INCOME As at June 30, 20212022RMB’000RMB000Deferred income from depositary bankNon-current portion20,00514,488Current portion6,0606,295 26,06520,783 The Company received an initial payment of USD4,690,000 (equivalent to RMB30,995,000) from depositary bank in December 2020, in connection with the establishment and maintenance of depositary receipt. The amount was amortized using the straight-line method over a five-year arrangement period. During the years ended June 30, 2021 and 2022, the Company recorded RMB4,274,000 and RMB6,037,000, respectively, in other income. |
| 124 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 29 REDEEMABLE SHARES WITH OTHER PREFERENTIAL RIGHTSPursuant to the shareholders agreement enter into on February 26, 2020, two investors, HH SPR-XIV HK Holdings Limited (“Hillhouse”), Tencent Mobility Limited and Easy Land Limited (together as “Tencent”) each subscribed 58,833,418 Series A preferred shares in the Company and each hold 5.3763% shares in the Company. The Series A preferred shares held by Hillhouse and Tencent, collectively “Investor Shareholders”, included certain redemption and other preferential rights as set forth below.(a) Redemption rightsInvestor Shareholders could require the Company to redeem all or any of their equity interests, upon the occurrence of any of the following redemption events:(1) any material violation of laws or regulations by the Controlling Shareholders and Mr. Li Minxin (collectively, the “Founders”), or any of the Group companies;(2) any shareholder that is not an Investor Shareholder requests a redemption by the Company and/or the Founders;(3) the Company fails to meet the applicable listing conditions of a qualified stock exchange and fails to consummate a qualified IPO by the 7th anniversary of December 27, 2018;(4) the Company fails to consummate a qualified IPO by the 7th anniversary of December 27, 2018 due to reasons other than those listed in (3) above;(5) the Company has satisfied the applicable listing conditions of a qualified stock exchange, but the Company failed to initiate the listing application process within three months upon any Investor Shareholders’ request;(6) any Group companies suffered severe difficulties in the operation of the business caused by the Founders (including but not limited to any operating risk suffered by any other business that any Founder directly or indirectly operates); or(7) material adverse changes in applicable law have caused severe difficulties in the operation of the business of any Group companies.The redemption price shall be equal to the higher of (i) or (ii) below: (i) the applicable original issue price (USD72,683,000 (equivalent to RMB491,514,000) and RMB500,000,000 for Hillhouse and Tencent, respectively, the “Original Issue Price”), plus declared and unpaid dividends, and plus an amount that would give Investor Shareholders a simple non-compounded interest equal to the redemption return rate on the applicable Original Issue Price calculated from the original issue date (i.e. December 27, 2018) up until the date of receipt by such holders of the full redemption amount thereof, and (ii) the fair market value of respective Series A preferred shares held by the Investor Shareholders as of the date of redemption notice.Upon exercise of the redemption rights under redemption events (2), (3) and (7), the redemption return rate is 10% per annum. Upon exercise of the redemption rights under redemption events (1) and (4) to (6), the redemption return rate is 25% per annum.The redemption rights held by the Investor Shareholders shall terminate immediately after the consummation of a qualified IPO. |
| 125 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 29 REDEEMABLE SHARES WITH OTHER PREFERENTIAL RIGHTS (continued)(b) Liquidation preferencesIn the event of a liquidation, dissolution or winding up of the Company, or in the event of any deemed liquidation events as set out below, Investor Shareholders shall be entitled to receive, prior and in preference to distribution of any of the assets or surplus funds of the Company to any shareholder that is not an Investor Shareholder, the amount equal to the higher of (i) or (ii) below: (i) the applicable Original Issue Price, plus declared and unpaid dividends, plus an amount that would give Investor Shareholders a simple non-compounded interest of 10% per annum on the applicable Original Issue Price calculated from the original issue date (i.e. December 27, 2018) up until the date of receipt by such holders of the full liquidation preference amount thereof, and (ii) the fair market value of respective Series A preferred shares held by the Investor Shareholders as of the notice date of exercise of liquidation preferences. The shareholders other than Investor Shareholders shall procure that distributions to Investor Shareholders be made in the above manners.Deemed liquidation events include (i) any transaction or series of transactions, whether by merger, reorganization, sale or issuance of equity or other arrangements which would result in a change of controlling shareholders of the Company (ii) a disposition of all or substantially all of the Group companies as a whole, or (iii) a sale or exclusive licensing of all or substantially all of the intellectual property owned by the Group companies as a whole.The liquidation preferences held by the Investor Shareholders shall terminate immediately after the consummation of a qualified IPO.The Group classified these redeemable shares with other preferential rights as financial liabilities at fair value through profit or loss with the changes in the fair value recorded in the consolidated statement of profit or loss for the year ended June 30, 2021.Upon the completion of IPO of the Company on October 15, 2020, all the redemption and other preferential rights entitled to the Investor Shareholders lapsed and the Series A preferred shares held by the Investor Shareholders were converted and re-designated into Class A ordinary shares on a one-for-one basis. Accordingly, the financial liabilities for redeemable shares with other preferential rights were derecognized.The movement of redeemable shares with other preferential rights during the year ended June 30, 2021 is set out as below: RMB’000At July 1, 20202,381,327Changes in fair value1,625,287Exchange adjustment(42,771)Conversion into Class A ordinary shares upon IPO of the Company(3,963,843) At June 30, 2021– |
| 126 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 29 REDEEMABLE SHARES WITH OTHER PREFERENTIAL RIGHTS (continued)(b) Liquidation preferences (continued)On October 15, 2020, the Company successfully listed on the New York Stock Exchange and made an offering of 121,600,000 Class A ordinary shares (excluding any Class A ordinary shares issued pursuant to the exercise of the over-allotment option) at a price at US$5.00 per share. All Series A preferred shares were converted and re-designated into Class A ordinary shares upon completion of the IPO on October 15, 2020. The fair value of each of Series A preferred share on the conversion date was the offer price in the global offering.Changes in fair value of redeemable shares with other preferential rights were recorded as “fair value changes of redeemable shares with other preferential rights” in the consolidated statements of profit or loss. Management considered that fair value changes that are attributable to changes of credit risk of this liability are not significant.30 CAPITAL AND RESERVES(a) Share capital and additional paid-in capital(i) Upon incorporation in January 2020, the Company authorized and issued 5,000,000,000 and 976,634,771 ordinary shares, respectively, with a par value of US$0.00001 each. Among the 976,634,771 ordinary shares issued, 865,591,398 shares represented ordinary shares outstanding of the Company and 111,043,373 shares were recognized as treasury shares (see Note 30(b)(v)). These shares rank pari passu in all respects with the ordinary shares in issue.(ii) The Company adopted a dual-class share structure effective immediately prior to the completion of the IPO. All the Company’s issued ordinary shares, including treasury shares reserved for the share award scheme, had been re-designated as 766,011,125 Class A ordinary shares and 328,290,482 Class B ordinary shares respectively immediately prior to the completion of the IPO.Holders of the Class A ordinary shares and Class B ordinary shares had the same rights except for voting and conversion rights. In respect of matters requiring the votes of shareholders, the holder of Class B ordinary shares was entitled to three votes per share, while the holders of Class A ordinary shares entitled to one vote per share. Each Class B ordinary share was convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares were not convertible into Class B ordinary shares under any circumstances.(iii) Upon completion of the IPO and the exercise of the over-allotment option in November 2020, the Company issued 121,600,000 and 9,664,748 Class A ordinary shares at par value of US$0.00001 each for cash consideration of US$5.00 each, respectively. The total net proceeds received were US$625,274,000 (equivalent to RMB4,178,860,000), net of share issuance costs. The share issuance costs paid and payable mainly include share underwriting commissions, legal fees, accounting fees and other related costs, which were incremental costs directly attributable to the issuance of the new shares.(iv) Upon completion of the IPO on October 15, 2020, each issued Series A preferred share was converted into one Class A ordinary share by re-designation and reclassification of every Series A preferred share in issue as a Class A ordinary share on a one for one basis. As a result, the financial liabilities for Series A preferred shares were derecognized and recorded as share capital and additional paid-in capital. |
| 127 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 30 CAPITAL AND RESERVES (continued)(a) Share capital and additional paid-in capital (continued)(v) During the years ended June 30, 2021 and 2022, 71,880,408 and 3,897,180 of restricted shares and options were vested and exercised, and were released from treasury shares into Class A ordinary shares.(vi) As of June 30, 2021 and 2022, analysis of the Company’s issued shares including treasury shares reserved for the share award scheme, was as follows: As of June 30, 2021 and 2022 Number ofsharesShare capitalRMB000Class A ordinary shares897,275,87369Class B ordinary shares328,290,48223 1,225,566,35592 (vii) Pursuant to the annual general meeting of shareholders of the Company held on July 11, 2022, upon and with effective from the Company’s listing on The Stock Exchange of Hong Kong Limited, all the authorized Class A ordinary shares (whether issued or unissued) and Class B ordinary shares (whether issued or unissued) are redesignated as ordinary shares of a par value of US$0.00001 each.(viii) On July 13, 2022, the Company completed its dual primary listing on The Stock Exchange of Hong Kong Limited. Upon completion of the dual primary listing and exercise of the over-allotment option, the Company issued 41,100,000 and 486,200 ordinary shares respectively, with a par value of US$0.00001 each and offer price of HK$13.80 each.(b) Nature and purposes of reserves(i) Merger reserveThe merger reserve mainly represents the difference between the consideration paid and the paid-in capital acquired arising from business combinations involving entities under common control during the year ended June 30, 2019.(ii) Translation reserveThe exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.(iii) Share-based payment reserveThe share-based payment reserve represents the portion of the grant date fair value of restricted shares and share options granted to the key management personnel and employees of the Group that has been recognized in accordance with the accounting policy adopted for share-based payments in Note 2(r)(iii). |
| 128 MINISO • ANNUAL REPORT 2022 (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 30 CAPITAL AND RESERVES (continued)(b) Nature and purposes of reserves (continued)(iv) PRC statutory reservePRC statutory reserves are established in accordance with the PRC Company Law and the Articles of Association of the subsidiaries which are established in the PRC. The subsidiary being an equity joint venture with foreign investment, transfers certain percentages of the net profit to a statutory surplus reserve at the discretion of its board of directors. The subsidiaries being wholly foreign-owned enterprise or wholly domestic-owned enterprises, are required to allocate at least 10% of its net profits to a statutory surplus reserve. The transfer to this reserve must be made before distribution of dividends to equity shareholders can be made.PRC statutory reserve can be used to make good previous years’ losses, if any, and may be converted into capital in proportion to their existing equity holdings, provided that the balance of the statutory surplus reserve after such transfer is not less than 25% of the registered capital.(v) Treasury sharesThe balance of treasury shares as at June 30, 2021 represent the considerations received from special purpose vehicles (see Note 31) for unvested and forfeited restricted shares.On December 21, 2021, the board of directors authorized a share repurchase program under which the Company may repurchase up to USD200 million of its shares until September 21, 2022.During the period from December 21, 2021 to June 30, 2022, the Company repurchased Class A ordinary shares as follows, and the cost of the Company’s shares held by the Group was recorded in treasury shares: MonthNumber ofsharesrepurchasedHighestprice paidper shareLowestprice paidper shareAggregateprice paidUSDUSDUSD000December 2021809,0402.502.341,979January 2022674,0362.482.231,624February 2022700,7122.482.031,638March 20221,612,6002.481.583,371April 2022610,0242.101.751,180May 2022702,1041.951.281,100June 20221,002,7602.381.281,871 Total6,111,27612,763 Equivalent to RMB’00082,160 |
| 129 ANNUAL REPORT 2022 • MINISO (Expressed in thousands of Renminbi, unless otherwise indicated)Notes to the Consolidated Financial Statements 30 CAPITAL AND RESERVES (continued)(c) Capital managementThe Group defines “capital” as including all components of equity and redeemable shares with other preferential rights. The Group’s policy is to maintain a strong capital base to maintain investors, creditors and market confidence and to sustain future development of the business. There were no changes in the Group’s approach to capital management during the year. The Group is not subject to any externally imposed capital requirements.(d) DividendsDuring the year ended June 30, 2021, no dividend was paid or declared by the Company.During the year ended June 30, 2022, dividends in respect of the fiscal year ended June 30, 2021 of US$0.039 per ordinary share, amounting to USD47,178,000 (equivalent to RMB306,255,000), were declared and paid by the Company. The dividends were distributed from capital reserve.Special cash dividends of US$0.172 per ordinary share, amounting to USD53,500,000 (equivalent to RMB360,800,000), were proposed and approved by the board of directors of the Company subsequent to the fiscal year ended June 30, 2022 in August 2022. The dividends will be distributed from capital reserve and have not been recognized as liabilities as of June 30, 2022. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 130 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 31 EQUITY SETTLED SHARE-BASED PAYMENTSThe Group has adopted two share-based compensation plans, namely, the 2018 Share Award Scheme, which was subsequently replaced by the 2020 Share Award Scheme, and the 2020 Option Plan, collectively 2020 Share Incentive Plan.(a) The 2018 and 2020 Share Award Scheme:In August 2018, MINISO Guangzhou adopted a share award scheme (the “2018 Share Award Scheme”) with the purpose of attracting, motivating, retaining and rewarding certain key management personnel and employees of the Group. Under the 2018 Share Award Scheme, restricted shares of MINISO Guangzhou may be awarded to selected employees (the “Selected Employees”).Unless terminated earlier by the board of directors, the 2018 Share Award Scheme will be valid and effective for a term of 10 years starting on August 24, 2018.On August 27, 2018, the board of directors of MINISO Guangzhou approved the grant of 12,130,664 restricted shares to selected employees at an exercise price of RMB1.79 per share. According to the scheme, 40% of these restricted shares were immediately vested on the grant date, 30% would vest on the 1st anniversary of the grant date and the remaining 30% would vest on the 2nd anniversary of the grant date, on the condition that employees remain in service without any performance requirements (“Specified Service Period”). In addition, if the employees leave the Group before the consummation of a qualified initial public offering (“IPO”) of MINISO Guangzhou, the awarded shares will be forfeited. The forfeited shares will be purchased back by a shareholder designated by MINISO Guangzhou at the original exercise price, and if applicable, plus 10% per annum interest, and could be reallocated in the subsequent grants at the discretion of MINISO Guangzhou. That is, the actual length of vesting period of the restricted shares is subject to an IPO condition. The Group considered that an IPO was probable to incur after the Specified Service Period and recognized the share compensation expenses over the estimated actual vesting period, which is based on an estimate of when an IPO will incur.On January 7, 2020, the Company was established as the new holding company of the Group, and the 2018 Share Award Scheme adopted by MINISO Guangzhou was replaced in its entirety by a share award scheme adopted by the Company on January 7, 2020 (the “2020 Share Award Scheme”), pursuant to which the restricted shares of MINISO Guangzhou granted to the previous Selected Employees were replaced by the restricted shares of the Company awarded to the same Selected Employees. The terms of the restricted shares of the Company granted to the same Selected Employees are substantially consistent with the 2018 Share Award Scheme, except that Specified Service Period of the remaining 30% restricted shares held by the employees other than key management personnel was extended as one-third (1/3) of the 30% restricted shares would vest on each of the 2nd, 3rd and 4th anniversary of the original grant date, respectively (“Extended Specified Service Period”). The IPO condition remained unchanged. The Extended Specified Service Period is not beneficial to employees. The Group considered that an IPO was probable to incur and recognized the share compensation expenses over the estimated actual vesting period, which is based on the estimate of when an IPO will incur or the Specified Service Period, whichever is longer.The 2020 Share Aware Scheme was administered by twelve special purpose vehicles, and the Group has the power to govern the relevant activities of the twelve special purpose vehicles and can derive benefits from the contributions of the employees who were awarded with the shares under 2020 Share Award Scheme, therefore, the twelve special purpose vehicles were consolidated.Unless terminated earlier by the board of directors, the 2020 Share Award Scheme will be valid and effective for a term of 103 months starting on January 7, 2020. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 131 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 31 EQUITY SETTLED SHARE-BASED PAYMENTS (continued)(a) The 2018 and 2020 Share Award Scheme: (continued)To give the participants the same proportion of the share capital of the Company as that they were entitled to before the replacement of the 2018 Share Award Scheme, each restricted share under the 2018 Share Award Scheme, which is equivalent to RMB1 of the paid-in capital of MINISO Guangzhou, were split into 7 restricted shares of the Company (“restricted share split”). Hence, under the 2020 Share Award Scheme, the aggregate number of shares awarded shall not exceed 111,043,373 shares, representing 10.15% of share capital of the Company. Pro-rata adjustments have also been made to the exercise price per share of awarded shares of the Company, which was adjusted to be USD0.036 per share accordingly.During the year ended June 30, 2021, 18,457,325 shares were released from the 2020 Share Award Scheme and the aggregate number of shares awarded under the 2020 Share Award Scheme thus shall not exceed 92,586,048.Movements in the number of restricted shares granted to employees and the respective weighted-average grant date fair value are as follows: Number ofrestrictedsharesWeighted-averageexercise priceper restrictedshareWeighted-averagegrant datefair valueperrestrictedshareOutstanding as of July 1, 202079,224,019USD0.0367.67Vested during the year(71,132,744)USD0.0367.67Forfeited during the year(2,335,487)USD0.0367.67 Outstanding as of June 30, 20215,755,788USD0.0367.67 Outstanding as of July 1, 20215,755,788USD0.0367.67Vested during the year(2,114,000)USD0.0367.67Forfeited during the year(1,101,368)USD0.0367.67 Outstanding as of June 30, 20222,540,420USD0.0367.67 The weighted-average remaining contract life for the outstanding restricted shares granted was 85 and 73 months as of June 30, 2021 and 2022, respectively.The fair value of restricted shares per share and aggregate fair value of restricted shares at the date of grant on August 27, 2018 were RMB53.67 and RMB651,053,000, respectively. The fair value of restricted shares at the grant date was determined with reference to the fair value of the equity interest of MINISO Guangzhou.Total compensation expense calculated based on the grant date fair value and the estimated forfeiture rate recognized in the consolidated statements of profit or loss for aforementioned share-based awards granted to the Group’s employees were RMB155,171,000 and RMB5,067,000 for the years ended June 30, 2021 and 2022, respectively. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 132 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 31 EQUITY SETTLED SHARE-BASED PAYMENTS (continued)(a) The 2018 and 2020 Share Award Scheme: (continued)The extension of Specified Service Period on January 7, 2020 was not beneficial to the employees and accordingly the Group has not taken the modification into account and continued to measure the compensation expense based on the original grant date fair value.(b) The 2020 Option PlanIn January 2020, a share option scheme (the “2020 Option Plan”) was approved by the board of directors of the Company. Unless extra approval is made by the board of directors, the options will be exercisable only if the option holder continues employment or provide services through each vesting date. Under the 2020 Option Plan, the aggregate number of shares for exercise of options shall not exceed 31,618,125 shares. The aggregate number of ordinary shares for exercise of options was subsequently reduced to 14,057,500 in September 2020, excluding options that have been forfeited or canceled after the relevant grant dates.On January 16, 2020, the board of directors approved the grant of options to purchase an aggregate of 11,035,000 ordinary shares of the Company to certain employees of the Group at an exercise price of US$0.036 per share.On September 27, 2020, the board of directors approved the grant of options to purchase aggregate of 4,703,500 ordinary shares of the Company to certain employees of the Group at an exercise price of US$0.036 per share.Each of 20% of the above options granted will vest on the 1st trading day following each of the 1st, 2nd, 3rd, 4th and 5th anniversary of the grant date, respectively, on the condition that employees remain in service without any performance requirements. The options lapse on the tenth anniversary of the grant date.The option activities during the years ended June 30, 2021 and 2022 are summarized as follows: Weighted-Weighted-averageNumber ofaveragegrant dateoptionsexercise pricefair valueUS$ per shareUS$ per shareOutstanding at July 1, 202011,014,0000.0363.08Granted4,703,5000.0364.89Exercised(747,664)0.0363.08Forfeited(2,569,000)0.0363.10 Outstanding at June 30, 202112,400,8360.0363.71 Exercisable at June 30, 20211,128,3360.0363.08Non-vested at June 30, 202111,272,5000.0363.78 Outstanding at July 1, 202112,400,8360.0363.71 Exercised(1,783,180)0.0363.64Forfeited(1,699,164)0.0364.01 Outstanding at June 30, 20228,918,4920.0363.67 Exercisable at June 30, 20221,888,5740.0363.39Non-vested at June 30, 20227,029,9180.0363.74 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 133 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 31 EQUITY SETTLED SHARE-BASED PAYMENTS (continued)(b) The 2020 Option Plan (continued)The fair value of options was determined using the binominal option-pricing model, with the assistance of an independent third-party valuation firm, Jones Lang LaSalle. Assumptions used in the binominal option-pricing model are presented below: Grant dateJanuary 16,September 27,20202020Fair value per shareUS$3.08US$4.89Risk-free interest rate1.8%0.6%Expected dividend yield0%0%Expected volatility33.2%35.0%Expected multiples2.2 – 2.82.2Contractual life10 years9.3 yearsThe expected volatility is based on the historical volatility of selected comparable companies in the period of the expected life of the share options. Expected dividend yield is estimated based on the Company’s expected dividend policy over the expected life of the options.The fair value of options granted on January 16, 2020 and September 27, 2020 were US$33,985,000 (equivalent to RMB233,841,000) and US$23,019,000 (equivalent to RMB156,808,000), respectively. Total compensation expense calculated based on the grant date fair value and the estimated forfeiture rate recognized in the consolidated statements of profit or loss for the above options granted to the Group’s employees were RMB126,148,000 and RMB77,768,000 for the years ended June 30, 2021 and 2022, respectively.32 ACQUISITION OF SUBSIDIARIES(a) Business combinationOn March 11, 2021, the Group acquired 70% of shares and voting interests in MINISO SG Pte. Ltd. from two third parties, at a cash consideration of SGD2,100,000 (equivalent to RMB10,257,000).The following summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition: RMB’000Property, plant and equipment1,539Right-of-use assets36,632Inventories6,775Trade and other receivables13,770Cash and cash equivalents1,433Loans and borrowings(21,979)Trade and other payables(12,092)Lease liabilities(38,713)Current taxation(770) Total identifiable net liabilities acquired(13,405) |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 134 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 32 ACQUISITION OF SUBSIDIARIES (continued)(a) Business combination (continued)Goodwill arising from the acquisition has been recognized as follows: RMB’000Consideration transferred10,257Share of fair value of identifiable net liabilities9,383 Goodwill (Note 16)19,640 The revenue and loss included in the consolidated statement of profit or loss from the acquisition dates to June 30, 2021 contributed by MINISO SG Pte. Ltd. was RMB19,073,000 and RMB8,236,000 respectively.If the acquisition had occurred on July 1, 2020, management estimates that consolidated revenue would have been RMB9,117,348,000 and consolidated loss would have been RMB1,445,632,000 for the year ended June 30, 2021.(b) Acquisition of assets and liabilities through acquisition of a subsidiaryAs disclosed in Note 18, the Company previously held 20% equity interest in YGF Investment, which was accounted for using equity method. On October 27, 2021, the Company acquired the remaining 80% equity interest in YGF Investment from YGF MC Limited at a cash consideration of RMB694,479,000. The cash consideration was determined below: RMB’000Consideration for 80% equity interest in YGF Investment1,375,600Less: the amount of unpaid share capital of YGF MC Limited(1,001,051) Net consideration for 80% equity (via payment to YGF MC Limited)374,549Settlement of the amount due to fellow subsidiary of YGF MC Limited (via additional capital injection into YGF Investment by the Company)319,930 694,479 Upon completion of the acquisition on October 27, 2021, YGF Investment became a wholly-owned subsidiary of the Group.The major assets of YGF Investment comprised the land use right and prepayments for the construction project of a new headquarters building, for which no substantive progress was made as at the date of acquisition. The directors of the Company determined that the acquisition of assets and liabilities through acquisition of a subsidiary does not constitute a business combination. As such transaction is a step acquisition, the carrying amount of the previously owned 20% equity interest was included as part of the cost of the acquisition and was not remeasured at the date of acquisition. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 135 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 32 ACQUISITION OF SUBSIDIARIES (continued)(b) Acquisition of assets and liabilities through acquisition of a subsidiary (continued)The following summarizes the amounts of assets and liabilities recognized in Group’s consolidated financial statements at the date of acquisition: RMB000Property, plant and equipment10,290Right-of-use assets1,781,595Prepayments for construction project200,000Trade and other receivables58Cash and cash equivalents10,996Trade and other payables(964,558) Total identifiable net assets acquired1,038,381 Total acquisition cost for the above net assets: RMB000Cash consideration694,479Add: carrying amount of the Group’s previously held equity interest in YGF Investment at the date of acquisition343,902 1,038,381 Analysis of net cash outflow of cash and cash equivalents in respect of the acquisition of YGF Investment: RMB000Cash considerations paid694,479Less: cash and cash equivalents acquired(10,996)Net cash outflow683,483The value of each identifiable assets and liabilities acquired was determined by the directors of the Company with reference to the valuation carried out by an independent valuer, Jones Lang LaSalle. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 136 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 33 FINANCIAL RISK MANAGEMENT AND FAIR VALUESExposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business. The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to manage these risks are described below.(a) Credit riskCredit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group’s credit risk is primarily attributable to trade and other receivables. The Group’s exposure to credit risk arising from cash and cash equivalents and restricted cash is limited because the counterparties are banks and financial institutions with high-credit-quality, for which the Group considers having low credit risk.Trade receivablesThe Group’s trade receivables mainly derive from sales of goods to distributors. The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer rather than the industry or country in which the customers operate and therefore significant concentrations of credit risk primarily arise when the Group has significant exposure to individual customers. At June 30, 2021 and 2022, 30% and 53% of the total trade receivables were due from the Group’s five largest debtors, respectively.Individual credit evaluations are performed on all customers requiring credit over a certain amount. These evaluations focus on the customer’s history of making payments when due and current ability to pay and take into account information specific to the customer as well as pertaining to the economic environment in which the customer operates. Trade receivables are due within 30 to 180 days from the date of billing. Debtors with balances that are more than 6 months past due are requested to settle all outstanding balances before any further credit is granted. Normally, the Group does not obtain collateral from customers.The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is calculated using a provision matrix. As the Group’s historical credit loss experience does not indicate significantly different loss patterns for different customer segments, the loss allowance based on past due status is not further distinguished between the Group’s different customer bases. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 137 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 33 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (continued)(a) Credit risk (continued)Trade receivables (continued)The following table provides information about the Group’s exposure to credit risk and ECLs for trade receivables: As at June 30, 2021GrossExpectedcarryingLossloss rateamountallowance%RMB’000RMB’000Current (not past due)2%236,210(4,827)Less than 90 days past due5%38,141(1,907)91 – 270 days past due12%27,838(3,341)271 – 450 days past due26%25,055(6,514)451 – 810 days past due58%10,347(6,001)More than 810 days past due100%19,205(19,205) 356,796(41,795)Additional loss allowance due to specific consideration on certain distributors18,032(18,032) 374,828(59,827) As at June 30, 2022GrossExpectedcarryingLossloss rateamountallowance%RMB000RMB000Current (not past due)2%186,151(3,967)Less than 90 days past due8%96,508(7,458)91 – 270 days past due23%10,554(2,446)271 – 450 days past due38%18,224(6,991)451 – 810 days past due75%416(310)More than 810 days past due100%10,193(10,193) 322,046(31,365)Additional loss allowance due to specific consideration on certain distributors53,752(53,752) 375,798(85,117) |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 138 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 33 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (continued)(a) Credit risk (continued)Trade receivables (continued)Loss allowances of RMB18,032,000 and RMB53,752,000 for trade receivables mainly from certain overseas distributors were made during the years ended June 30, 2021 and 2022 due to deterioration of financial status of these distributors.Expected loss rates are based on actual loss experience over the past 2 to 3 years. These rates are adjusted to reflect differences between economic conditions during the period over which the historic data has been collected, current conditions and the Group’s view of economic conditions over the expected lives of the receivables.Movement in the loss allowance account in respect of trade receivables during the reporting periods presented is as follows: RMB’000Balance at July 1, 2020(43,183)Credit loss recognized during the year(19,870)Exchange adjustment3,226 Balance at June 30, 2021(59,827) Credit loss recognized during the year(28,924)Exchange adjustment3,634 Balance at June 30, 2022(85,117) The following significant changes in the gross carrying amounts of trade receivables contributed to the increase in the loss allowance during the year ended June 30, 2021:• Decrease in days past due over 90 days but less than 450 days resulted in a decrease in loss allowance of RMB15,287,000.• Increase in days past due over 450 days resulted in an increase in loss allowance of RMB25,206,000.• Increase in loss allowance of RMB5,704,000 for trade receivables due from certain overseas distributors due to deterioration of their financial condition.The Group does not provide any guarantees which would expose the Group to credit risk. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 139 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 33 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (continued)(a) Credit risk (continued)Trade receivables (continued)The following significant changes in the gross carrying amounts of trade receivables contributed to the increase in the loss allowance during the year ended June 30, 2022:• Increase in past due but less than 90 days resulted in an increase in loss allowance of RMB5,551,000.• Decrease in days past due over 450 days resulted in a decrease in loss allowance of RMB14,703,000.• Increase in loss allowance of RMB35,720,000 for trade receivables mainly due from certain overseas distributors due to deterioration of their financial condition.The Group does not provide any guarantees which would expose the Group to credit risk.Other receivablesIn determining the ECL for remaining other receivables, the management of the Group has taken into account the historical default experience and forward-looking information, as appropriate. The management of the Group has assessed that other receivables have not had a significant increase in credit risk since initial recognition and risk of default is insignificant, and therefore, no credit loss allowance of other receivables is considered necessary by management for the years ended June 30, 2021 and 2022. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 140 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 33 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (continued)(b) Liquidity riskAs at June 30, 2021 and 2022, the Group’s net current assets amounted to RMB5,716,232,000 and RMB4,283,891,000, respectively. Individual operating entities within the Group are responsible for their own cash management, including the short-term investment of cash surpluses and the raising of loans to cover expected cash demands, subject to approval by the board when the borrowings exceed certain predetermined levels of authority. The Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash, readily realizable marketable securities and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term.The Group relies on the cash generated from operating activities as the main source of liquidity. For the years ended June 30, 2021 and 2022, the Group had net cash generated from operating activities of approximately RMB916,320,000 and RMB1,406,262,000 respectively. In addition, the management of the Group monitors the utilization of borrowings and ensures compliance with borrowing covenants, if any. The Directors believe that the Group and the Company will have sufficient funds available from the operating activities to meet their financial obligations in the foreseeable future.The following tables show the remaining contractual maturities at the end of the years presented of the Group’s financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contracted rates or, if floating, based on rates current at the end of the year presented) and the earliest date the Group can be required to pay. Within1 year oron demandMorethan 1year butless than2 yearsMorethan 2years butless than5 yearsMorethan 5yearsTotalCarryingamount atJune 30,2021RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000Trade and other payables2,809,182–––2,809,1822,809,182Loans and borrowings13,9446411,8805,77022,23520,594Lease liabilities342,211217,229277,72654,848892,014804,412 3,165,337217,870279,60660,6183,723,4313,634,188 Within1 year oron demandMorethan 1year butless than2 yearsMorethan 2years butless than5 yearsMorethan 5yearsTotalCarryingamount atJune 30,2022RMB000RMB000RMB000RMB000RMB000RMB000Trade and other payables3,072,9913,072,9913,072,991Loans and borrowings6458456,2047,6946,948Lease liabilities263,332188,172215,39839,421706,323651,065 3,336,968189,017221,60239,4213,787,0083,731,004 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 141 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 33 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (continued)(c) Interest rate riskInterest-bearing financial instruments at variable rates and at fixed rates expose the Group to cash flow interest rate risk and fair value interest risk, respectively. The Group determines the appropriate weightings of the fixed and floating rate interest-bearing instruments based on the current market conditions and performs regular reviews and monitoring to achieve an appropriate mix of fixed and floating rate exposure. The Group does not enter into financial derivatives to hedge interest rate risk.(i) Interest rate profileThe following table details the interest rate profile of the Group’s loans and borrowings, deposit with banks with original maturity date over three months and cash and cash equivalents at the end of each reporting period presented: Interest ratesInterest ratesAs at June 30,As at June 30,%2021%2022RMB’000RMB000Fixed rate instrument:Loans and borrowings (Note 25)0%~9%(20,594)0%~9.0%(6,948)Cash at bank (Note 22)2%~2.2%201,4881.3%~2.5%565,402Term deposits––0.3%~2.2%236,878 180,894795,332 Variable rate instrument:Restricted cash (Note 23)0.3%3,6800.3%~1.9%32,376Cash at bank (Note 22)0%~3%6,569,6160%~3.5%4,782,640 6,573,2964,815,016 (ii) Sensitivity analysisAt June 30, 2021, it is estimated that a general increase/decrease of 100 basis points in interest rates, with all other variable held constant, would have decreased/increased the Group’s loss for the year and accumulated losses by approximately RMB55,880,000.At June 30, 2022, it is estimated that a general increase/decrease of 100 basis points in interest rates, with all other variable held constant, would have increased/decreased the Group’s profit for the year and decreased/increased accumulated losses by approximately RMB37,397,000. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 142 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 33 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (continued)(d) Currency riskThe Group is exposed to currency risk primarily through sales and purchases which give rise to receivables, payables and cash balances that are denominated in a foreign currency, i.e. a currency other than the functional currency of the operations to which the transactions relate. The currencies giving rise to this risk are primarily United States dollars, Euros and Hong Kong Dollars. The Group manages this risk as follows:(i) Exposure to currency riskThe following table details the Group’s exposure at the end of the reporting periods to currency risk arising from recognized assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate. For presentation purposes, the amounts of the exposure are shown in Renminbi, translated using the spot rate at the year-end date. Differences resulting from the translation of the financial statements of foreign operations into the Group’s presentation currency are excluded. Exposure to foreign currencies(Expressed in thousands of Renminbi)As at June 30, 2021United StatesDollarsEurosHong KongDollarsRenminbiOthersRMB’000RMB’000RMB’000RMB’000RMB’000Trade and other receivables20,423–––1,818Cash and cash equivalents402,56319,9272,728601,4911,306Trade and other payables(24,760)(4,526)(23,968)–(17)Loans and borrowings(6,613)–––– Net exposure arising from recognized assets and liabilities391,61315,401(21,240)601,4913,107 Exposure to foreign currencies(Expressed in thousands of Renminbi)As at June 30, 2022UnitedStatesDollarsEurosHong KongDollarsRenminbiOthersRMB000RMB000RMB000RMB000RMB000Trade and other receivables54,9445,021Cash and cash equivalents486,1397,5162,8522,0942Term deposits336Trade and other payables(63,576)(8,909)(9,364)Loans and borrowings(133) Net exposure arising from recognized assets and liabilities477,7103,628(6,512)2,0942 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 143 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 33 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (continued)(d) Currency risk (continued)(ii) Sensitivity analysisThe following table indicates the instantaneous change in the Group’s (loss)/profit after tax (and accumulated loss) that would arise if foreign exchange rates to which the Group has significant exposure at the end of each reporting period had changed at that date, assuming all other risk variables remained constant. As at June 30, 2021As at June 30, 2022Increase/(decrease) inforeignexchange ratesEffect onloss for theyear andaccumulatedlossesIncrease/(decrease) inforeignexchange ratesEffect onprofit for theyear andaccumulatedlossesRMB’000RMB000United States Dollars1%3,2421%4,744(1)%(3,242)(1)%(4,744)Euros1%1281%28(1)%(128)(1)%(28)Hong Kong Dollars1%(177)1%(65)(1)%177(1)%65Renminbi1%6,0151%16(1)%(6,015)(1)%(16)Others1%271%*(1)%(27)(1)%* Note:* The amount was less than RMB1,000.Results of the analysis as presented in the above table represent an aggregation of the instantaneous effects on each of the Group entities’ profit after tax and equity measured in the respective functional currencies, translated into Renminbi at the exchange rate ruling at the end of the reporting periods for presentation purposes.The sensitivity analysis assumes that the change in foreign exchange rates had been applied to re-measure those financial instruments held by the Group which expose the Group to foreign currency risk at the end of each reporting period, including inter-company payables and receivables within the Group which are denominated in a currency other than the functional currencies of the lender or the borrower. The analysis excludes differences that would result from the translation of the financial statements of foreign operations into the Group’s presentation currency. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 144 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 33 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (continued)(e) Fair value measurement(i) Financial assets and liabilities measured at fair valueFair value hierarchyThe following table presents the fair value of the Group’s financial instruments measured at the end of the year presented on a recurring basis, categorized into the three-level fair value hierarchy as defined in IFRS 13, Fair value measurement.The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows:• Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.• Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available.• Level 3 valuations: Fair value measured using significant unobservable inputs.The following table presents the Group’s financial assets that are measured at fair value at the end of each reporting date: Fair value atJune 30,2021Fair value measurements as atJune 30, 2021 categorized intoLevel 1Level 2Level 3RMB’000RMB’000RMB’000RMB’000Recurring fair value measurementAssets:– Other investments102,968–102,968– Fair value atJune 30,2022Fair value measurements as atJune 30, 2022 categorized intoLevel 1Level 2Level 3RMB000RMB000RMB000RMB000Recurring fair value measurementAssets:– Other investments210,5231,874208,649 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 145 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 33 FINANCIAL RISK MANAGEMENT AND FAIR VALUES (continued)(e) Fair value measurement (continued)(i) Financial assets and liabilities measured at fair value (continued)Fair value hierarchy (continued)During the reporting periods presented, there were no transfers between Level 1 and Level 2, or transfer into or out of Level 3. The Group’s policy is to recognize transfers between levels of fair value hierarchy as at the end of each reporting period in which they occur.Other investments in level 1 as at June 30, 2022 represented an investment in monetary fund. The fair value of this investment was determined based on the market price at the balance sheet date.Other investments in level 2 as at June 30, 2021 and 2022 represented investments in trust investment schemes. The fair value of these investments was determined by the Group with reference to the fair value quoted by the trust company, that established and managed the investments (see Note 19), using expected return rates currently available for instruments with similar terms, credit risk, remaining terms and other market data.The gains arising from the remeasurement of fair value of other investments are included in other net income in the consolidated statements of profit or loss.(ii) Fair values of financial assets and liabilities carried at other than fair valueThe carrying amounts of the Group’s financial instruments carried at amortized cost are not materially different from their fair values as at June 30, 2021 and 2022 because of the short-term maturities of these financial instruments.34 COMMITMENTS(a) Capital commitments outstanding as at June 30, 2021 and 2022 not provided for in the financial statements were as follows: As at June 30,20212022RMB’000RMB000Contracted purchase of software5,1821,000Contracted purchase of property101,779Contracted purchase of construction projects–830,573Contracted purchase of property improvements21,679 Contracted for128,640831,573Authorized but not contracted for–11,279 Total128,640842,852 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 146 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 35 CONTINGENCIES(a) The commitment of tax paymentsOn October 13, 2020, Mingyou Industrial Investment (Guangzhou) Co., Ltd. (“Mingyou”), being a subsidiary of the Group’s equity-accounted investee prior to October 27, 2021 and a subsidiary of the Group since October 27, 2021, was set up to acquire the land use right of a parcel of land and to establish a new headquarters building for the Group in a district in Guangzhou, the PRC. In connection with the acquisition of the land use right and the construction of new headquarters building by Mingyou, on November 26, 2020, MINISO Guangzhou entered into a letter of intent (“the Letter”) with the local government of that district, whereby MINISO Guangzhou committed to the local government that the aggregate amount of tax levies paid by the subsidiaries of MINISO Guangzhou in that district and Mingyou would be no less than RMB965,000,000 for a five-year period starting from January 1, 2021. If the above entities fail to meet such commitment, MINISO Guangzhou will be liable to compensate the shortfall. On January 25, 2021, MINISO Guangzhou provided a performance guarantee of RMB160,000,000 issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2021, which was valid from April 1, 2021 to March 31, 2022.The above entities have met the commitment for the calendar year of 2021 and therefore MINISO Guangzhou is not required to make any compensation to the local government under the above performance guarantee. As of March 31, 2022, the above performance guarantee has expired. Subsequently in April 2022, MINISO Guangzhou provided a performance guarantee of RMB175,000,000 issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2022, which was valid from April 1, 2022 to March 31, 2023.The directors have assessed that, based on the projection of and actual relevant taxes and surcharges paid and payable during the calendar year of 2021 or 2022, the above entities have met or are expected to meet the commitment for the calendar year of 2021 or 2022 and it thus is not probable that MINISO Guangzhou needs to make such compensation to the local government under the above performance guarantee. No provision has therefore been made in respect of this matter as of June 30, 2021 or 2022.(b) Lawsuit relating to intellectual property (“IP”) disputeFor the fiscal year ended June 30, 2022, Ruimin Industry (Shanghai) Co., Ltd. initiated two legal proceedings against parties including one of the PRC subsidiaries of the Group and two of the Group’s suppliers relating to an IP dispute. The total amount claimed against the PRC subsidiary was RMB50 million. Based on the assessment of the Group’s litigation counsels, the probability of the subsidiary losing in these two cases is considered low, and even if the claimant were to prevail, the total compensation amount ordered by the courts is expected to be immaterial and significantly lower than the amount claimed. Therefore, no provision was made in respect of these two claims as of June 30, 2022.(c) Lawsuit relating to illicit competitionDuring the year ended June 30, 2022, Shenzhen Purcotton Technology Co., Ltd initiated a legal proceeding against certain PRC subsidiaries of the Group, one of the Group’s suppliers and a store operated by one of the Group’s franchisees relating to an illicit competition dispute. The total amount claimed against the PRC subsidiaries was approximately RMB30 million. Based on the assessment of the Group’s litigation counsels, the probability of the subsidiaries losing the case is considered low, and even if the claimant were to prevail, the total compensation amount ordered by the courts is expected to be immaterial and significantly lower than the amount claimed. Therefore, no provision was made in respect of the claim as of June 30, 2022. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 147 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 36 MATERIAL RELATED PARTY TRANSACTIONS(a) Name and relationship with related partiesThe table below set forth the major related parties and their relationships with the Group: Name of related partiesRelationship with the GroupMr. Ye GuofuControlling shareholderMr. Li MinxinShareholder and a member of the key management personnel of the GroupMINI Investment Holding LimitedUnder common control of the controlling shareholderShanghai Kerong Networks LimitedSignificantly influenced of the controlling shareholderShenzhen Zhizhi Brand Incubation Limited (ii)Significantly influenced of the controlling shareholderYGF MC LIMITEDUnder common control of the controlling shareholderWow Colour Beauty Guangdong Technology LimitedUnder common control of the controlling shareholderNome Design (Guangzhou) LimitedUnder common control of the controlling shareholderHaydon (Shanghai) Technology Co., Ltd.Under common control of the controlling shareholderMINISO Technology (Guangzhou) Co., Ltd.Under common control of the controlling shareholder199 Global Holding (Guangzhou) LimitedUnder common control of the controlling shareholderMingyou (i)Under common control of the controlling shareholderGuangzhou Chuyunju Catering Service Co., Ltd.Under common control of the controlling shareholderGuangzhou Chuyunju Catering Management Co., Ltd.Under common control of the controlling shareholderACC Super Accessories Shenzhen Technology LimitedSignificantly influenced by the controlling shareholderHenhaohe Tea Guangdong limitedUnder common control of the controlling shareholderOasVision International LimitedUnder common control of the controlling shareholderMiniso (Zhaoqing) Industrial Investment Co., Ltd.Under common control of the controlling shareholderMiniso CorporationUnder common control of the controlling shareholderNote:(i) Mingyou is a subsidiary of YGF Investment, which was an equity accounted investee of the group prior to October 27, 2021. On October 27, 2021, the Group acquired the remaining 80% interest in YGF investment, YGF investment and Mingyou became wholly-owned subsidiaries of the Group since then (see Note 18).(ii) The controlling shareholder sold its equity interests in Shenzhen Zhizhi Brand Incubation Limited to a third party on September 25, 2021. Shenzhen Zhizhi Brand Incubation Limited was no longer a related party of the Group since then. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 148 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 36 MATERIAL RELATED PARTY TRANSACTIONS (continued)(b) Transactions with related parties(i) Key management personnel compensationKey management personnel compensation comprised the following: For the year ended June 30,20212022RMB’000RMB000Short-term employee benefits8,79513,018Equity-settled share-based payment expenses (Note 31)39,727 48,52213,018 (ii) Other transactions with related parties For the year ended June 30,20212022RMB’000RMB000Proceeds from repayment from related parties– MINI Investment Holding Limited (i)9,508– Nome Design (Guangzhou) Limited (ii)5,205Repayment to the controlling shareholder– Mr. Ye Guofu (iii)11,946Sales of lifestyle products– Miniso Lifestyle Nigeria Limited5,312– OasVision International Limited9,91416,979– MINISO Technology (Guangzhou) Co., Ltd.1,271– Haydon (Shanghai) Technology Co., Ltd.–11Provision of information technology support and consulting services– Haydon (Shanghai) Technology Co., Ltd. (iv)3,0505,688– Wow Colour Beauty Guangdong Technology Limited (iv)9,9127,080– ACC Super Accessories Shenzhen Technology Limited (iv)–2,651– Henhaohe Tea Guangdong Limited (iv)–8,410Purchase of lifestyle products– Shanghai Kerong Networks Limited38,14815,465– Shenzhen Zhizhi Brand Incubation Limited22,2204,407– Wow Colour Beauty Guangdong Technology Limited191,029– Nome Design (Guangzhou) Limited581112– Haydon (Shanghai) Technology Co., Ltd.89453– 199 Global Holding (Guangzhou) Limited135190– ACC Super Accessories Shenzhen Technology Limited–48Provision of guarantee for a subsidiary of the then equity-accounted investee– Mingyou (v)160,000160,000Purchase of catering services– Guangzhou Chuyunju Catering Service Co., Ltd.8,3348,816– Guangzhou Chuyunju Catering Management Co., Ltd.–3,104Payment of lease liabilities– Miniso (Zhaoqing) Industrial Investment Co., Ltd.(vi)–4,147 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 149 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 36 MATERIAL RELATED PARTY TRANSACTIONS (continued)(b) Transactions with related parties (continued)(ii) Other transactions with related parties (continued)Notes:(i) The Group provided interest-free cash advance to MINI Investment Holding Limited amounting to RMB9,508,000 during the year ended June 30, 2019. The amount was fully repaid in July 2020.(ii) The Group provided interest-free cash advances to Nome Design (Guangzhou) Limited amounting to RMB5,205,000 during the period from March to June 2020. The amount was subsequently fully repaid in July 2020.(iii) The Group settled other payables to Mr. Ye Guofu amounting to RMB11,946,000 during the year ended June 30, 2021.(iv) The Group entered into information technology support and consulting services agreements with Haydon (Shanghai) Technology Co., Ltd., Wow Colour Beauty Guangdong Technology Limited, ACC Super Accessories Shenzhen Technology Limited and Henhaohe Tea Guangdong limited during the years ended June 30, 2021 and 2022, under which the Group provided business management systems deployment and support services.(v) On January 25, 2021, MINISO Guangzhou provided a performance guarantee to a local government for the commitment of tax levies paid by the subsidiaries of MINISO Guangzhou in that district and Mingyou (see Note 35).(vi) In June 2022, the Group entered into a three-year lease agreement with fixed lease payments in respect of certain properties from Miniso (Zhaoqing) Industrial Investment Co., Ltd. for storage of inventories. At the commencement date of the lease, the Group recognized a right-of-use asset and a lease liability of RMB35,438,000. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 150 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 36 MATERIAL RELATED PARTY TRANSACTIONS (continued)(c) Balances with related parties As at June 30,20212022RMB’000RMB000Included in trade and other receivables from related parties:Trade related:– Haydon (Shanghai) Technology Co., Ltd.–2,150– Wow Colour Beauty Guangdong Technology Limited–2,189– ACC Super Accessories Shenzhen Technology Limited996527– Henhaohe Tea Guangdong Limited795239 1,7915,105 Included in trade and other payables to related parties:Trade related:– Shanghai Kerong Networks Limited1,4381,241– Shenzhen Zhizhi Brand Incubation Limited1,135– Wow Colour Beauty Guangdong Technology Limited–70– Haydon (Shanghai) Technology Co., Ltd.1,01053– Nome Design (Guangzhou) Limited–126– ACC Super Accessories Shenzhen Technology Limited–145-199 Global Holding (Guangzhou) Limited94– Guangzhou Chuyunju Catering Service Co., Ltd.3,8138,971– Guangzhou Chuyunju Catering Management Co., Ltd.–3,104 7,49013,710 Included in prepayment to related parties:– Miniso Corporation–69 –69 Included in lease liabilities due to related parties:– Miniso (Zhaoqing) Industrial Investment Co., Ltd.–31,426 –31,426 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 151 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 37 COMPANY LEVEL FINANCIAL INFORMATIONThe following presents condensed parent company financial information of the Group.(i) Condensed statement of profit or loss For theFor theyear endedyear endedJune 30, 2021June 30, 2022RMB’000RMB000Other income4,2746,038General and administrative expenses(9,734)(19,038)Other net income52,0566,607 Operating profit46,596(6,393)Finance income1,0302,930Finance costs(2) Net finance income1,0282,930Fair value changes of redeemable shares with other preferential rights(1,625,287)Share of profit of equity-accounted investee, net of tax(4,011)(8,162) Loss before taxation(1,581,674)(11,625)Income tax expense– Loss for the year(1,581,674)(11,625) (ii) Condensed statement of profit or loss and other comprehensive income For theFor theyear endedyear endedJune 30, 2021June 30, 2022RMB’000RMB000Loss for the year(1,581,674)(11,625) Items that may be reclassified subsequently to profit or loss:Exchange differences on translation of financial statements of the Company(191,443)174,149 Other comprehensive (loss)/income for the year(191,443)174,149 Total comprehensive (loss)/income for the year(1,773,117)162,524 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 152 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 37 COMPANY LEVEL FINANCIAL INFORMATION (continued)(iii) Condensed statement of financial position As at June 30,20212022NoteRMB’000RMB000ASSETSNon-current assetsInterest in an equity-accounted investee352,062Investments in subsidiaries– Cost-accounted investments in subsidiaries–*2,112,276– Amounts due from subsidiaries3,887,7241,968,572 4,239,7864,080,848 Current assetsOther investments–1,874Other receivables3,03165,907Cash and cash equivalents925,638646,921Term deposits–201,342 928,669916,044 Total assets5,168,4554,996,892 EQUITYShare capital30(a)9292Additional paid-in capital30(a)8,289,1607,982,824Other reserves(1,721,689)(1,627,210)Accumulated losses(1,428,887)(1,440,512) Total equity5,138,6764,915,194 LIABILITIESNon-current liabilitiesDeferred income20,00514,488 20,00514,488 Current liabilitiesOther payables3,71460,915Deferred income6,0606,295 9,77467,210 Total liabilities29,77981,698 Total equity and liabilities5,168,4554,996,892 Note:* The amount was less than RMB1,000. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 153 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 37 COMPANY LEVEL FINANCIAL INFORMATION (continued)(iv) Condensed statement of changes in equity Share capitalAdditional paid-in capitalTreasury sharesShare-based payment reserveTranslation reserveOther reserveRetained earnings/(accumulated losses)TotalNoteRMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000Note 30(a)Note 30(a)Note 30(b)(v)Note 30(b)(iii)Note 30(b)(ii)Balance at July 1, 202069162,373(19,393)–13,606(1,541,546)152,787(1,232,104) Changes in equity for the year ended June 30, 2021Loss for the year––––––(1,581,674)(1,581,674)Other comprehensive loss for the year––––(191,443)––(191,443) Total comprehensive loss for the year––––(191,443)–(1,581,674)(1,773,117) Capital injection from shareholders11,193–––––1,194Shares issued under share award schemes30(b)(v)–973(973)–––––Issuance of ordinary shares relating to initial public offering and exercise of the over-allotment option, net of underwriting commissions and other issuance costs30(a)(iii)94,178,851–––––4,178,860Release of ordinary shares from share award scheme30(a)(v)5(18,065)18,060–––––Conversion of Series A preferred shares into Class A ordinary shares30(a)(iv)83,963,835–––––3,963,843 Balance at June 30, 2021928,289,160(2,306)–(177,837)(1,541,546)(1,428,887)5,138,676 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 154 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 37 COMPANY LEVEL FINANCIAL INFORMATION (continued)(iv) Condensed statement of changes in equity (continued) Share capitalAdditional paid-in capitalTreasury sharesShare-based payment reserveTranslation reserveOther reserveAccumulated lossesTotalNoteRMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000RMB’000Note 30(a)Note 30(a)Note 30(b)(v)Note 30(b)(iii)Note 30(b)(ii)Balance at July 1, 2021928,289,160(2,306)(177,837)(1,541,546)(1,428,887)5,138,676 Changes in equity for the year ended June 30, 2022Loss for the year(11,625)(11,625)Other comprehensive income for the year174,150174,150 Total comprehensive income for the year174,150(11,625)162,525 Dividend declared30(d)(306,255)(306,255)Exercise of options30(a)(v)589589Release of ordinary shares from share award scheme30(a)(v)(670)670Repurchase of shares30(b)(v)(82,160)(82,160)Equity settled share-based transactions30(b)(iii)1,8191,819 Balance at June 30, 2022927,982,824(83,796)1,819(3,687)(1,541,546)(1,440,512)4,915,194 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 155 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 37 COMPANY LEVEL FINANCIAL INFORMATION (continued)(v) Condensed statement of cash flow For theFor theyear endedyear endedJune 30, 2021June 30, 2022RMB’000RMB000Net cash from/(used in) operating activities28,366(16,177)Net cash (used in)/from investing activities(3,432,692)120,173Net cash from/(used in) financing activities4,181,655(395,322) Net increase/(decrease) in cash and cash equivalents777,329(291,326)Cash and cash equivalents at beginning of the year153,889925,638Effect of movements in exchange rates on cash held(5,580)12,609 Cash and cash equivalents at end of the year925,638646,921 38 AMENDMENTS AND NEW STANDARDS ISSUED BUT NOT YET EFFECTIVEA number of new standards are effective for the annual periods beginning after January 1, 2022 and early application is permitted; however, the Group has not early adopted the new or amended standards in preparing these consolidated financial statements.The following amended standards and interpretations are not expected to have a significant impact on the Group’s consolidated financial statements. Effective foraccounting periodsbeginning on or after– Onerous contracts – Cost of fulfilling a contract (Amendments to IAS 37)January 1, 2022– Annual improvements to IFRS standards 2018-2020January 1, 2022– Property, plant and equipment: Proceeds before intended use (Amendments to IAS16)January 1, 2022– Reference to the conceptual framework (Amendments to IFRS 3)January 1, 2022– Classification of liabilities as current or non-current (Amendments to IAS 1)January 1, 2023– IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance ContractsJanuary 1, 2023– Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)January 1, 2023– Definition of Accounting Estimates (Amendments to IAS 8)January 1, 2023– Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)January 1, 2023– Sale or contribution of assets between an investor and its associate or joint venture (Amendments to IFRS 10 and IAS 28)Will be determined at a future date |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 156 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 39 SUBSEQUENT EVENTS(a) Redesignation of ordinary sharesPursuant to the annual general meeting of shareholders of the Company held on July 11, 2022, upon and with effective from the Company’s listing on The Stock Exchange of Hong Kong Limited, all the authorized Class A ordinary shares (whether issued or unissued) and Class B ordinary shares (whether issued or unissued) are redesignated as ordinary shares of a par value of US$0.00001 each.(b) Dual primary listingOn July 13, 2022, the Company completed its dual primary listing on The Stock Exchange of Hong Kong Limited. Upon completion of the dual primary listing and exercise of the over-allotment option, the Company issued 41,100,000 and 486,200 ordinary shares respectively, with a par value of US$0.00001 each and offer price of HK$13.80 each.(c) Repurchase of sharesUnder the share repurchase program approved by the board of directors on December 21, 2021, the Company had repurchased 76,360 ordinary shares at an average price of USD1.69 per share for a total consideration of USD129,000 during the period from July 1, 2022 to the date of this report.Under the share repurchase program adopted in December 2021, the Company had repurchased a total of 6,187,636 ordinary shares (the “repurchased shares”). After the expiry of the program in September 2022, the board of directors rectified and approved to transfer all of the repurchased shares to the special purpose vehicles for future grants of share awards and options under the 2020 Share Incentive Plan. On September 29, 2022, the board of directors authorized a new share repurchase program under which the Company may repurchase up to USD100 million of its shares within a period of 12 months starting from September 29, 2022 (the “2022 share repurchase program”). Pursuant to the 2022 share repurchase program, the Company had repurchased a total of 821,620 ordinary shares, representing 655,620 shares in the form of ADSs repurchased on the New York Stock Exchange at an average price of USD1.27 per share for a total consideration of USD833,000, and 166,000 shares repurchased on the Hong Kong Stock Exchange at an average price of HKD10.22 per share for a total consideration of HKD1,696,000 during the period from October 1, 2022, to the date of this report. (d) Securities class actionA shareholder class action lawsuit relating to the disclosures in the Company’s IPO registration and prospectus was filed against the Company and certain of the Company’s officers and directors on August 17, 2022 in the United States. Plaintiffs purport to bring this action on behalf of a class of similarly situated investors and seek monetary damages on behalf of the class. This action is currently at its preliminary stage and the directors are unable to assess the outcome of the action or reliably estimate the potential losses, if any. |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 157 ANNUAL REPORT 2022 • MINISO Notes to the Consolidated Financial Statements 40 DIRECTORS EMOLUMENTSDirectors’ emoluments disclosed pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, Section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of Directors) Regulation, is as follows: For the year ended June 30, 2021Directors’feesSalaries,allowancesand otherbenefitsDiscretionarybonusesRetirementschemecontributionsEquity-settledshare-basedpaymentsTotalNoteRMB’000RMB’000RMB’000RMB’000RMB’000RMB’000DirectorsMr. Ye Guofu–1,22838634–1,648Mr. Li Minxin–1,32231234–1,668Mr. Zhang Saiyin–1,5274741815,78617,805Ms. Yang Yunyun(i)–52–8–60Ms. Dou Na (i)–478395–20,58521,458Mr. Cao Wei(ii)––––––Mr. Hao Rui(ii)––––––Independent directorsMs. Xu Lili(iii)––––601601Mr. Zhu Yonghua(iii)––––601601 –4,6071,5679437,57343,841 For the year ended June 30, 2022DirectorsfeesSalaries,allowancesand otherbenefitsDiscretionarybonusesRetirementschemecontributionsEquity-settledshare-basedpaymentsTotalNoteRMB000RMB000RMB000RMB000RMB000RMB000DirectorsMr. Ye Guofu2,645772353,452Mr. Li Minxin2,270623352,928Mr. Zhang Saiyin1,527448372,012Independent directorsMs. Xu Lili(iii)728102830Mr. Zhu Yonghua(iii)515515Mr. Wang Yongping(iv)706706 1,4346,4421,84310761710,443 |
| (Expressed in thousands of Renminbi, unless otherwise indicated) 158 MINISO • ANNUAL REPORT 2022 Notes to the Consolidated Financial Statements 40 DIRECTORS EMOLUMENTS (continued)Notes:(i) Ms. Yang Yunyun and Ms. Dou Na resigned as directors on September 22, 2020. Their remuneration disclosed above include those up to the date of their resignation as directors of the Company.(ii) Mr. Hao Rui and Mr. Cao Wei resigned as directors of the Company on October 5, 2020.(iii) Ms. Xu Lili and Mr. Zhu Yonghua were appointed as independent directors of the Company on October 20, 2020.(iv) Mr. Wang Yongping was appointed as independent directors of the Company on November 17, 2021.41 INDIVIDUALS WITH HIGHEST EMOLUMENTSDuring the years ended June 30, 2021 and 2022, of the five individuals with the highest emoluments, 2 and 3 are directors whose emoluments are disclosed in Note 40 respectively.The aggregate of the emoluments in respect of the other 3 and 2 individuals are as follows: For the year ended June 30,20212022RMB’000RMB000Salaries, allowances and other benefits3,3392,908Discretionary bonuses1,0191,610Retirement scheme contributions9047Equity-settled share-based payment44,928140 49,3764,705 The emoluments of the above individuals with the highest emoluments are within the following bands: For the year ended June 30,20212022RMB’000RMB000Nil to HK$5,000,000–2HK$15,000,001 to HK$20,000,0002HK$20,000,001 to HK$25,000,0001 32 |
| Four Year Financial Summary 159 ANNUAL REPORT 2022 • MINISO CONSOLIDATED RESULTS For the fiscal year ended June 30,2019202020212022(RMB, in thousands)Revenue9,394,9118,978,9869,071,65910,085,649Cost of sales(6,883,931)(6,246,488)(6,640,973)(7,015,888)Profit/(loss) before taxation289,00480,818(1,216,192)906,813Total comprehensive (loss)/income for the year attributable to equity shareholders of the Company(296,062)(256,583)(1,429,621)677,667 CONSOLIDATED ASSETS AND LIABILITIES As of June 30,2019202020212022(RMB, in thousands)Current assets4,511,7194,986,5999,199,0878,072,562Non-current assets714,396849,6521,505,9433,209,226 Total assets5,226,1155,836,25110,705,03011,281,788 Current liabilities3,245,9793,309,6433,482,8553,788,671Non-current liabilities2,094,1102,849,654570,021465,717 Total liabilities5,340,0896,159,2974,052,8764,254,388 Total (deficit)/equity(113,974)(323,046)6,652,1547,027,400 |
| Definitions 160 MINISO • ANNUAL REPORT 2022 2020 Share Incentive Planthe share incentive plan our Company adopted in September 2020, as amended from time to timeADS(s)American Depositary Shares, each of which represents four SharesArticles of Associationthe articles of association of the Company, as amended from time to timeassociate(s)has the meaning ascribed to it under the Listing RulesAudit Committeethe audit committee of the BoardBoardthe board of DirectorsBVIBritish Virgin IslandsChina or the PRCthe People’s Republic of China, and for the purposes of this annual report only, except where the context requires otherwise, references to China or the PRC exclude Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and TaiwanCompanies OrdinanceCompanies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to timeCompany, we, us, or ourMINISO Group Holding Limited (Τ௴ᎴۜණྠછٰϞࠢʮ̡), a company with limited liability incorporated in the Cayman Islands on January 7, 2020Compensation Committeethe compensation committee of the Boardconnected person(s)has the meaning ascribed to it under the Listing RulesControlling Shareholder(s)has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Ye, Ms. Yang and the intermediary companies through which Mr. Ye and Ms. Yang have an interest in the Company, namely, Mini Investment Limited, YGF MC Limited, YGF Development Limited, YYY MC Limited and YYY Development Limitedcore SKUSKU that generates over RMB100,000 in sales for over a consecutive 12-month periodCorporate Governance Codethe Corporate Governance Code as set out in Appendix 14 to the Listing Rules, as amended from time to timeDirector(s)the director(s) of our Company |
| 161 ANNUAL REPORT 2022 • MINISO Definitions first-tier citiesBeijing, Shanghai, Guangzhou and ShenzhenGlobal Offeringthe Hong Kong Public Offering and the International OfferingGMVthe total value of all merchandises sold by us and our retail partners and distributors to end-customers, before deducting sales rebates and including the value-added taxes and sales taxes collected from consumers, as applicable, regardless of whether the merchandises are returnedGroup, our Group, the Group, we, us, or ourthe Company and its subsidiaries from time to time, and where the context requires, in respect of the period prior to our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant timeHFCAAHolding Foreign Companies Accountable ActHK$Hong Kong dollars, the lawful currency of Hong Kong Hong Kongthe Hong Kong Special Administrative Region of the PRCHong Kong Public Offeringthe offer of the Hong Kong Offer Shares for subscription by the public in Hong Kong at the Public Offer Price (plus brokerage of 1%, SFC transaction levy of 0.0027%, FRC transaction levy of 0.00015% and Hong Kong Stock Exchange trading fee of 0.005%) on the terms and subject to the conditions described in the Prospectus, as further described in the section headed “Structure of the Global Offering – The Hong Kong Public Offering” in the ProspectusHong Kong Stock ExchangeThe Stock Exchange of Hong Kong LimitedIchiban Kujione of the categories of products sold under the TOP TOY brand that mostly feature manga characters and that are typically sold by lotteryIFRS(s)the International Financial Reporting Standards, as issued from time to time by the International Accounting Standards BoardIndependent Third Party(ies)any entity or person who is not a connected person of our Company or an associate of such person within the meaning ascribed to it under the Listing Rules |
| 162 MINISO • ANNUAL REPORT 2022 Definitions International Offeringthe conditional placing of the International Offer Shares at the International Offer Price pursuant to the shelf registration statement on Form F-3ASR that was filed with the SEC and became effective on March 31, 2022, and subject to the terms and conditions of the International Underwriting AgreementIPintellectual propertyLatest Practicable DateAugust 31, 2022Listingthe listing of the Shares on the Main Board of the Hong Kong Stock ExchangeListing DateJuly 13, 2022, on which the Shares are to be listed and on which dealings in the Shares are to be first permitted to take place on the Hong Kong Stock ExchangeListing Rulesthe Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to timeMain Boardthe stock exchange (excluding the option market) operated by the Hong Kong Stock Exchange which is independent from and operates in parallel with the Growth Enterprise Market of the Hong Kong Stock ExchangeMini Investment LimitedMini Investment Limited, a limited liability company incorporated under the laws of BVI on November 26, 2019MINISO Retail Partnerfranchisee under our MINISO Retail Partner model, a franchise-like store model with chain store characteristics, where the franchisee bears the store opening capital expenditure and store operating expenses to join our “MINISO” or “TOP TOY” branded retail store franchiseMINISO storeany of the stores operated under the “MINISO” brand name, including those directly operated by us, those operated under the MINISO Retail Partner model, and those operated under the distributor modelModel Codethe Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules |
| 163 ANNUAL REPORT 2022 • MINISO Definitions Mr. YeMr. Ye Guofu, an executive Director, chairman of our Board, the chief executive officer of our Company, the founder of our Group and a Controlling Shareholder of our CompanyMs. YangMs. Yang Yunyun, spouse of Mr. Ye and a Controlling Shareholder of our CompanyNominating and Corporate Governance Committeethe nominating and corporate governance committee of the BoardNYSEthe New York Stock ExchangeO2Oonline to offline, a business strategy that draws potential customers from online channels to make purchases in physical storesPCAOBThe Public Company Accounting Oversight BoardProspectusthe prospectus of the Company dated June 30, 2022Relevant Periodfor the period from the Listing Date to the date of this annual reportReporting Periodthe fiscal year ended June 30, 2022RMB or RenminbiRenminbi, the lawful currency of ChinaSECthe Securities and Exchange Commission of the United Statessecond-tier citiesmainly include capital cities of provinces and autonomous regions, centrally-administered municipalities, and other cities of China that the Company considers to have a similar level of development potentialSFO or Securities and Futures OrdinanceSecurities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to timeShare(s)the ordinary shares of US$0.00001 each in the share capital of the CompanyShareholder(s)holder(s) of our Share(s)SKUstock keeping unit, a unique identifier for each distinct product and service that can be purchased |
| 164 MINISO • ANNUAL REPORT 2022 Definitions subsidiary or subsidiarieshas the meaning ascribed to it in section 15 of the Companies Ordinancethird- or lower-tier citiescities other than first- and second-tier cities in ChinaTOP TOY storeany store operated under the “TOP TOY” brand name, including those directly operated by us and those operated under the MINISO Retail Partner modelUnited States or USUnited States of America, its territories, its possessions and all areas subject to its jurisdictionUS$ or U.S. dollarsUnited States dollars, the lawful currency of the United States%per cent |
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| 01 / 2022 Environmental, Social and Governance Report About this ReportReport IntroductionMINISO Group Holding Limited (the "Company") and its subsidiaries (the "Group" , "MINISO" or "we") are pleased to release our first Environmental, Social and Governance (ESG) report (this "Report").We will fully and objectively disclose our ESG vision, strategy, and practices covering the period from July 1, 2021 to June 30, 2022 (the "Reporting Period") to promote understanding of our sustainability performance among our stakeholders.Preparation BasisThis report has been prepared in accordance with the Environmental, Social and Governance Reporting Guide (the "ESG Reporting Guide") set out in Appendix 27 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The Company has complied with Part C: “Comply or explain” Provisions of the ESG Reporting Guide.Report BoundaryThe policy documents, statements, data, etc. in this report cover the scope of the Group's business, except for individual information with specific instructions.DisclaimerParts of this report that are forward-looking may be subject to uncertainties,causing material difference from actual results. The Company is under no obligation to update any forward-looking statement contained in this report.Reporting Principles and Data SourcesThis report follows the materiality, quantification, balance, and consistency principles of the ESG Reporting Guide. All data and cases come from the Company's statistical reports and relevant documents. Unless otherwise stated, this report adopts RMB as the monetary unit.Report ApprovalThe Report has been reviewed by the audit committee of the Company's board of directors (the "Board") (the "Audit Committee") and approved by written resolution of the Board.Report AvailabilityThis report is available in simplified Chinese, traditional Chinese and English. An electronic version of the report is available on the Stock Exchange's HKExnews website (www.hkexnews.hk) or the Company's investor relations website (https://ir.miniso.com). 02 / About this Report Report FeedbackTo continue to improve the Company's sustainability and ESG reporting, we are eager to receive your feedback. You are welcome to scan the QR code to share your comments and suggestions on this report. |
| 03 / 2022 Environmental, Social and Governance Report 04 / Message from ChairmanMessage from Chairman2022 has been a significant year for us. We successfully listed on the Main Board of the Stock Exchange in July 2022, following our debut on the New York Stock Exchange in 2020. In this pivotal year, we have stuck to our core principle of offering quality products and services that make it easy for more people to enjoy a high standard of life. We are committed to integrating sustainability into all aspects of our operations to create sustainable value for our shareholders, consumers, employees, and the community.Operating with sincerity and rewarding shareholders with steady development We have consistently strengthened our governance capabilities to increase shareholder confidence. Strong ethics and integrity are embedded into our fundamental operations and give full play to our operational structure's three core auditing functions, namely scrutiny, risk control, and audit. By building a group-level risk control system, creating an ethical corporate culture, and raising awareness of intellectual property protection, we have enhanced the awareness of our high standards for integrity and compliance among all employees. We require new employees to sign the "Integrity Employment Commitment" when signing employment contracts, and have set up a "RMB10 million anti-corruption reward fund" to encourage internal and external stakeholders to report corrupt practices. At the same time, we have actively strengthened communication and engagement with investors, striving to provide comprehensive information disclosures and prompt responses to shareholders' inquiries.Prioritizing product quality and rewarding customers with "good quality, value, and fun”"Reasonable prices, excellent design, and high quality" has always been our promise to consumers. In 2022, we continued to cultivate deep insight into consumer needs, elevated our pursuit of "the best value for money", pioneered the concept of "interest consumption" for the industry, further empowered product innovation through "IP co-branding, excellent design, and cutting-edge technology", and launched "more playful, more appealing and more useful" products with material appeal and emotional resonance for young consumers across the global markets. In addition to product innovation, we are committed to providing high-quality, attractive, value-for- money products to consumers worldwide. We are also constantly upgrading and optimizing product quality control and chemical safety. At the same time, we attach great importance to the security and privacy of customer data and information and continuously optimize our service process to improve the consumer experience.Moving forward with low carbon and sustainability management to protect the environmentWe are committed to developing green, low-carbon, and recyclable products to address the growing trend in the industry, providing our consumers with sustainable goods, and contributing to green development while minimizing any negative impact from our business operations on the environment. We are concerned about the potential risks of extreme weather events, and have actively developed climate disaster contingency plans and management mechanisms to reduce the impact of climate change on our operations and provide society with a low-carbon "oasis".Achieving further success with our stakeholders and employeesWe highly treasure the relationships with our partners. In 2022, we continued to cooperate with many brands to optimize our resources and achieve win-win situations. We consider our employees, who have been working alongside us all throughout our journey, as our most valued assets, and we strive to nurture their development by providing diversified learning resources and adequate promotion channels. Meanwhile, we attach great importance to protecting employees' rights and interests and promoting equal employment. We provide employees with industry-competitive salaries and benefits to deepen their sense of well-being. We value the excellent relationship with our supply chain partners and strive to build a responsible supply chain system to contribute to the Group’s ESG and sustainable development.Empowering the community through our commitment to charitySince our establishment, we have been actively involved in public welfare and have taken the initiative to shoulder our social responsibility. Our public service activities are focused on four themes: "children", "women", "critical illness", and "disasters". During the year, we joined forces with the Tencent Foundation, the China Red Cross, and the Hebi Charity Association to donate RMB5 million in relief materials to flood-affected areas in Henan province. We are also working with the China Children's Charity Association to address women's health issues in developing regions and empower teenage girls with health knowledge to support their healthy development. We will continue to explore high-impact public service models, leverage our brand's youthful appeal, and work together with people from all walks of life to build a new ecology of public welfare.Looking ahead, we are sincerely committed to our ongoing work in areas including management standardization, product quality control, and enterprise operations, and we stand ready to respond to our stakeholders’ earnest expectations with concrete actions. Mr. YE Guofu Chairman of the Board |
| 05 / 2022 Environmental, Social and Governance Report 06 / About Us Development History2013201520182020202120142017202020212022On July 13We commenced our business operations by establishing the first MINISO store in Guangzhou, China.We started our globalization strategy and the total number of MINISO stores exceeded 1,000.The number of MINISO stores in overseas markets exceeded 1,000.We launched a new brand TOP TOY, which is committed to building comprehensive shopping platforms of pop toys.Total number of MINISO stores exceeded 300.We were recognized as "One of the Top 10 Enterprises in China’s Top 100 Franchise Enterprises in 2016" by China Chain Store & Franchise Association.We listed the ADSs on the NYSE under the symbol “MNSO”.The number of MINISO stores exceeded 5,000 and entered into the 100th geographical market.We were successfully listed on the Stock Exchange under the stock code: 9896. We were included by the Hurun Research Institute in the Hurun China 500 Most Valuable Private Companies for two consecutive years from 2019 to 2020.About UsMINISO was founded by Mr. Ye Guofu in 2013, with its headquarters in the Guangzhou Pazhou Artificial Intelligence and Digital Economy Pilot Zone. The Company is a design and R&D driven new retail enterprise with online and offline presence. The Company has been named among "China's Top 500 enterprises" and "China's Top 100 franchised chain enterprises".Through continuous cultivation in the global market and deep insight into consumer demands, MINISO has pioneered the concept of "interest consumption" in the retail industry. We continue to empower product innovation through "IP co-branding, excellent design, and cutting-edge technology" to launch products for the global market. The products are "good-looking, fun and useful", with both material appeal and emotional resonance for young consumers.On October 15, 2020, we were successfully listed on the New York Stock Exchange under the symbol "MNSO". On July 13, 2022, we were successfully listed on the Stock Exchange under the stock code "9896".Company Profile |
| 08 / Compliance Governance07 / 2022 Environmental, Social and Governance Report Compliance Governance to Form the Basis for a Better LifeWe support the concept of good corporate governance and shoulder the responsibility for the healthy development of the Group. To this end, we continuously work to improve our established internal governance mechanisms, remain on guard against potential risk points, and strongly support integrity education and promotion within the Group in order to improve our overall governance level and lay the foundation for the Group’s sustainable development.Significant topics in this sectionIntellectual Property Rights, Compliance Governance, Business EthicsResponse to the SDGsResponse to HKEx IndicatorB6 Product ResponsibilityB7 Anti-corruption 01 |
| 10 / Compliance Governance09 / 2022 Environmental, Social and Governance Report Corporate GovernanceWe strictly comply with the relevant laws and regulations for listed companies on the Stock Exchange and the New York Stock Exchange, and have established a sound corporate governance system.We are committed to maintaining and enforcing the highest standards of corporate governance and we recognize the importance of protecting the interests of all shareholders, including minority shareholders. We engage professional compliance advisors to advise and guide us on the applicable laws and Listing Rules after the listing of our shares on the Hong Kong Stock Exchange, including various requirements relating to corporate governance, with which we need to comply. Our Board has three committees (the Audit Committee, the compensation committee and the nominating and corporate governance committee), each of which has its own role to play in effectively assisting the Board in discharging its responsibilities and overseeing our business operations, as well as focusing from time to time on specific issues and practices in the area of our sustainable development.In accordance with the requirements of the Corporate Governance Code, we have adopted a policy to encourage diversity on the Board by taking into account a number of factors, including but not limited to gender, age, educational background, professional experience, skills and knowledge, industry experience, race and ethnicity, cultural background and other factors as may be relevant from time to time, when nominating and appointing members to the Board.At the end of the Reporting Period, we had six directors, with the number of independent non-executive directors reaching one-half of the Board, including one female independent non-executive director.The terms of reference of each of the committees of our Board and the relevant information of each of our directors are posted on our investor relations website, where specific disclosures can be viewed.Governance StructureBoard DiversityManagement Structure of MINISO BoardAudit CommiteeCompensation CommiteeNominating and Corporate Governance Commitee Appointed PositionsAgeTenureExecutive Directors40-451-2 years3421323Independent Non-Executive Directorsabove 452 years2-3 years GenderFemale15Male |
| 12 / Compliance Governance11 / 2022 Environmental, Social and Governance Report Risk Management ProcessInternal Controls A comprehensive risk management team is established to collect risk information from relevant departments, which includes ESG risks such as product quality, information protection, and operational risks.We are committed to establishing strict internal procedures and continuously optimizing our internal control system by implementing measures such as risk assessment, strengthening internal control compliance review and enhancing overall risk awareness.We have formulated our risk management policies in accordance with the requirements of the Listing Rules and the Corporate Governance Code in relation to risk management and internal control supervision. The Audit Committee continuously monitors the implementation of these policies and works with the internal audit department and senior management to ensure that our policies and implementation are effective and adequate.The comprehensive risk management team proposes risk management solutions, the functional departments provide input, and evaluates the adequacy and appropriateness of the solutions.Each functional department implements risk management solutions, puts responsibility for risk control into specific positions or processes and implements them.The comprehensive risk management team gradually establish and improve the significant risk warning mechanism and emergency response mechanism.The Audit Committee under the Board is responsible for monitoring the implementation of risk management policies of the Company, as well as ensuring the identification, assessment and control of risks involved in business operations. In case of a material risk accident, the Audit Committee is required to report to the Board. The Audit Committee conducts in-depth analysis of the causes, clarification of those responsible, and accountability.We improve the risk management system and solidify risk prevention by further reviewing the management system, optimizing the management process and promoting management execution. Risk IdentificationRisk ResponseSupervision and Remediation Business EthicsWe pursue a corporate culture of high ethical standards, and strictly abide by the Company Law of the People’s Republic of China, the Anti-Money Laundering Law of the People’s Republic of China, the Anti-Unfair Competition Law of the People’s Republic of China, the Interim Provisions on Banning Commercial Bribery of the State Administration for Industry and Commerce of the People’s Republic of China, the U.S. Foreign Corrupt Practices Act, or FCPA, the U.K. Bribery Act 2010, and other anti-corruption laws and regulations. We have zero tolerance for corruption and resolutely combat it in any form. We will continue to improve our anti-corruption rules and regulations, strengthen our internal monitoring and reporting system, enhance employee integrity education and training, and build a culture of clean and good governance.We had no litigation cases during the Reporting Period involving embezzlement, bribery, extortion, fraud or illegal money laundering.We conducted anti-corruption training for all employees, outsourced staff, franchisees and agent store staff, with a total of participants33,073at senior management level and above participated in anti-corruption trainingemployees 53 ESG Performance Highlights during the Reporting Period Risk Management and Internal ControlWe are committed to establishing and maintaining a system of risk management and internal control consisting of policies and procedures that we believe are appropriate for our business operations, and we are committed to continuously improving these systems. By building a comprehensive risk management system and strengthening and enhancing our risk control processes, we identify, measure, analyze and evaluate the various risks that may arise in our business operations and take timely and effective measures to prevent and control them when appropriate.Risk Management System First line of defenseSecond line of defenseThird line of defense Provide expertise and tools for risk matters, identify risks through established work plans and methodologies, and optimize risk monitoring by continually going deeper into business processes and conducting continuous reviews of cases with high-risk factors.Coordinate the construction, guidance and inspection of the Group's internal control and risk management.Independently and objectively evaluate risk matters or conduct audits to supervise the role of the first and second line of risk defense to enhance the systematization of risk. |
| 14 / Compliance Governance13 / 2022 Environmental, Social and Governance Report During the reporting period, we carried out integrity training and promoted a culture of anti-corruption self-discipline, corporate integrity, and employee anti-corruption awareness. The training covered topics such as the cost of breach of trust and adherence to the bottom line of integrity. Learning timeTraining conductedCovering sessionspeoplehours28,046.546826,659 ESG Performance Highlights during the Reporting Period To prevent fraud and create a clean working environment, we have established a series of integrity policies and systems, including a Compliance Accountability System, a Conflict of Interest Management System, and an Integrity Self-discipline Practice System, to improve and strengthen the systems through which we regulate internal management and enforce the employee code of conduct.We regularly carry out staff integrity training, through which we cultivate and strengthen staff understanding of anti-corruption and business integrity principles with an emphasis on ideology, professional ethics, business norms, and system construction.Strengthening Integrity Management Case: International Anti-Corruption Day Integrity Preaching Conference On December 9, 2021, International Anti-Corruption Day, to raise awareness among employees and stakeholders about their role in fighting and preventing corruption, we conducted an "International Anti-Corruption Day Integrity Conference" both on-site and via online live broadcast. During the conference, our Chief Risk Control Officer, Ms. Yang Yunyun, presented to the participants on the international and domestic anti-corruption situation, the Group's compliance risk and anti-corruption management mechanisms, an anti-corruption case study and the Group's anti-corruption strategy. In addition to requiring all employees of functional departments and staff of stores in China to attend the conference, we also invited various partners and suppliers to participate in the conference, aiming to create a common culture of building integrity. International Anti-Corruption Day Integrity Preaching Conference siteImproving reporting mechanismsWe have established a Complaint Reporting System, a Compliance Accountability System and other procedures to institutionalize reporting methods and processes. We also set up a reminder pop-up window in the Group's internal system to promote fraud complaint reporting and our reporting reward mechanism. We encourage all stakeholders to actively report and expose integrity violations and provide various reporting channels to do so, including via telephone, email, letter, Wechat’s official account,website, etc. We encourage real-name whistleblowing and also accept anonymous reporting. In order to protect the whistleblower, all complaints and reported information is vested in the relevant responsible person independent of management, all case information is archived and managed by the relevant departments, and the whistleblower information is kept confidential and strictly prohibited from leak. Anti-corruption reporting public channelsLetter reporting: Attention to Audit Center, No. 109 Ming Feng Plaza A Building, Pazhou Avenue, Haizhu District, Guangzhou, ChinaReporting email: jubao@miniso.com.cnReporting hotline: 020-32306713WeChat Official Account: Integrity of MINISO New employees are required to sign the Integrity Employment Commitment at the time they sign their employment contracts. The induction training also includes a compliance course to educate new employees about the Compliance Accountability System, the Conflict of Interest Management System, the Integrity Self-discipline Practice System, etc. to help strengthen their awareness of integrity management issues.Company management strengthens anti-corruption management through regular meetings at which typical violation cases are explained, the company's anti-corruption requirements are emphasized, and appropriate reporting channels are made clear.Linking suppliers together to establish integrity building throughout the supply chain, all business contracts must include the signed Anti-Commercial Bribery Notice. At the same time, we build timely and effective communication channels with suppliers, who can communicate with the Group's Chief Risk Control Officer through WeChat and other means. |
| 16 / Compliance Governance15 / 2022 Environmental, Social and Governance Report Intellectual PropertyWe comply with the requirements of the Trademark Law of the People's Republic of China, the Patent Law of the People's Republic of China, the Copyright Law of the People's Republic of China and other laws and regulations. We attach great importance to the protection of intellectual property rights. We are committed to integrating the work related to intellectual property protection into our daily operations, with the aim of protecting the achievements of corporate innovation and maintaining the reputation of our brand. We have established a series of management systems related to intellectual property protection, such as The Group's Comprehensive Intellectual Property Management Law, and we achieve effective protection of intellectual property through continuous optimization of management processes.Our trademarks, brand names and other intellectual property, such as patents relating to product design, are of critical importance to us. If we fail to protect our intellectual property rights, our brand image may be damaged, and our competitive position and business may be affected. Accordingly, we have taken a number of actions to protect our intellectual property rights.During the Reporting Period, we managed and protected our intellectual property rights through the following means Engaged in patent mining for new retail IT solutions, leading to applications for a number of invention patents and software copyrightsFiled several design patent applications and artwork copyright registrations covering our product designsOptimized our global trademark portfolio management to protect our brandsInitiated litigation to address infringement of our intellectual property rightsWe respect the intellectual property rights of our partners throughout the process of strategic cooperation and co-branding development. We agree on the ownership of intellectual property rights and the parties' respective rights and obligations, and enshrine these agreements through the signing of cooperation contracts. We always use the intellectual property rights of our partners strictly within the scope of authorization. In addition, we assist our partners in defending their intellectual property rights from infringement.To minimize IP risks, the legal team conducts IP searches, and provides analysis and feedback in conjunction with product design drafts during the product design phase to avoid infringing others' IP rights.During the reporting period, we conducted several rounds of internal training on intellectual property protection to enhance employees' awareness of intellectual property protection and minimize the risk of infringement during the product development process. Trademark basics and trademark naming rulesPatent process and risk managementWriting technical briefs for software patent applicationsFor the product team staff, we provide training on basic trademark knowledge and trademark naming rules to improve their awareness of trademark protection. The training explains the definition and characteristics of trademarks, the terms of absolute and relative prohibition of trademark registration and examines specific cases.For product developers, we conduct training on the patent risk control process, including infringement comparison, to improve IPR protection and risk awareness. By training these teams on patent-related processes, infringement comparison methods, and specific case studies, we are able to better protect the company's IPR and reduce the risk of IPR infringement in product development.For IT technicians, we provide training on software patent technical submission writing skills, to improve their skills in writing standardized technical submissions and enhance the acceptance rate of our software patent applications. TrademarksPatentsCopyrightsDomesticDesign patentsArt works624732132637OverseasUtility model patents Software copyrights Invention patents 228347 During the Reporting Period, we filedAs of the end of the Reporting Period, we heldtrademarkstrademarkspatents patentscopyrightscopyrights4301,356101278165373 ESG Performance Highlights during the Reporting Period |
| 18 / Compliance Governance17 / 2022 Environmental, Social and Governance Report ESG GovernanceWe attach great importance to sustainable development and integrate ESG considerations into our daily business operations and management. We are committed to establishing a governance structure with clear responsibilities and will continue to improve our ESG management structure and functions in line with operational development and regulatory requirements.Stakeholder CommunicationWe maintain active communication with our stakeholders to understand their opinions fully. We continue to improve our stakeholder communication mechanism and continuously disclose company information through our official website, WeChat’s official account, and other channels. We promptly understand and respond to stakeholder expectations and demands through consumer satisfaction surveys, employee satisfaction surveys and supplier meetings, etc. Moreover, we use these mechanisms as a basis to continuously optimize our sustainable development strategies and plans. ConsumersProduct and service qualityProtecting consumer rightsCustomer satisfaction surveyCustomer complaint mechanismEmployeesCompensation packageDevelopment spaceEmployee benefitsPromotion policyTraining systemInternal communication channelsOpen communicationStaff mailbox/hotlineTraining programsGovernment and Regulatory AgenciesCompliance with local laws and regulationsPaying taxes in accordance with the lawPromoting local economic growthPromoting local employmentRegular visitsPolicy communicationSuppliers / PartnersPurchasing policySupplier management systemFair tradePrompt paymentSupplier reviewRegular visitsAnnual Supplier conferenceFranchiseesFranchisee policyFranchisee managementFranchisee communicationInvestorsStock price and dividendFinancial situationBusiness prospectsFuture development planInformation disclosureInvestor conferences and roadshowsInvestor hotline/mailboxIndustry Associations/Chambers of CommerceCompliance with industry normsPromoting the industryPromoting industrial innovationExternal exchange and cooperationParticipate in industry seminarsParticipation in industry standard developmentCommunity and Non-Profit OrganizationsSupport social welfareGood use of resourcesProtecting the ecological environmentCommunicating with non-profit organizationsOrganizing joint eventsMediaBusiness and product informationFinancial performanceFuture development directionCorporate social responsibilityPress releasesInterview invitationRegular talks StakeholdersDemands and expectationsMain communication methods Audit Committee The BoardThe top leaders of each relevant function form the ESG management teamGroup functional departments, the executive staff of subsidiaries• Assume overall responsibility for the Group's ESG efforts• Focus on ESG-related risks and opportunities and participate in materiality assessments• Review our strategies, frameworks, principles, policies and systems related to ESG matters• Oversee the implementation of ESG goals • Review the practices and performance for compliance with legal and regulatory requirements• Identify significant ESG risks related to our operations• Monitor and respond to the latest ESG development direction and governance issues, and promote the implementation of ESG management-specific work• Implement governance and management's decisions on ESG• Promote and implement specific ESG tasks• Approve and validate ESG report• Monitor Key Performance Indicators (KPIs) and standards set by the Company on ESG priorities and the performance achieved• Report and make recommendations to the Board on the above matters• Regularly monitor and review of ESG-related performance• Report or make recommendations to governance, as appropriate, to improve our ESG performance• Provide timely feedback on annual ESG efforts• Implement ESG-related information and data collection, recording and reporting Assume additional responsibilities relating to reviews and inspections on the basis of existing responsibilities, mainly including:Governance Executive Management |
| 20 / Compliance Governance19 / 2022 Environmental, Social and Governance Report ESG Materiality AssessmentWe identified 20 ESG issues in the three major areas of environment, society and governance based on the Stock Exchange's ESG Reporting Guide, combined with our business model, industry development, relevant national policies, and other dimensions.Stakeholder SurveyImportance AnalysisOur Board members participated in the assessment of ESG materiality issues for the fiscal year. We also collected 340 questionnaires from stakeholders including consumers, employees, government regulators, suppliers, investors, etc. to help us understand both internal and external stakeholders' assessment of the materiality of ESG issues for the year.Based on the materiality principle, we ranked ESG issues on two dimensions, "Importance to the Company" and "Importance to Stakeholders", based on the results of the questionnaire, and drew a matrix of importance issues.We also conducted 14 in-depth interviews with internal management and employees to understand their views, demands and the current state of the Group's management and practices, which helped us to further determine the importance of each issue to the company’s development. Management ConfirmationOur Board and management reviewed the results of the materiality analysis and confirmed the ESG materiality issues and issue matrix for the Reporting Period. Importance to StakeholdersImportance to the CompanyGovernance IssuesEnvironmental IssuesSocial Issues3124567981114151817192013161210 High Importance 1 2 3 4 5 6 7 Product ResponsibilityInformation Security and Privacy ProtectionProtection of Employee Rights and InterestsIntellectual Property RightsCompliance GovernanceBusiness EthicsSupply Chain ManagementModerate importance 8 9 10 11 12 13 14 15 16 17 18 Chemical SafetyGreen PackagingMarketing & ServiceDiversity and InclusivenessEmployee Development and TrainingProcurement of Raw MaterialsOccupational Health and SafetyResponse to Climate Change Water Resources ManagementWaste ManagementEnergy ManagementGeneral importance 19 20 Product Carbon FootprintCharitable ActivitiesESG Issue Materiality Analysis Matrix20 / Compliance Governance |
| 21 / 2022 Environmental, Social and Governance Report In keeping with our motto “Good Life, Quality First”, we continue to provide consumers with high-quality and cost-effective products. We continually build and improve the quality assurance closed-loop system to ensure a commitment to quality at every step, through product design, our efficient and rapid supply chain and our strong digital operation capabilities, to create an easy and pleasant shopping experience so that everyone can enjoy the small joys in life.Significant topics in this sectionProduct Responsibility, Information Security and Customer Privacy Protection, Supply Chain Management, Chemical Safety, Marketing and ServicesResponse to the SDGs 02 Response to HKEx IndicatorB5 Supply Chain ManagementB6 Product Responsibilty Great Products for a Fun Life |
| 24 / Greeting Fun Life with Great Product23 / 2022 Environmental, Social and Governance Report Product Quality and SafetyWe are committed to providing high-quality products to consumers worldwide. We strictly follow the laws and regulations such as the Product Quality Law of the PRC, Consumers Rights and Interests Protection Law of the PRC, Food Safety Law of the PRC, Cosmetics Supervision and Administration Regulation, GB/T 26701-2011 General Technical Requirements for Model Products, GB 6675-2014 Toys Safety, European Toy Safety Directive, General Product Safety Directive, EU Regulation EC/1907/2006 on Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), U.S. Consumer Product Safety Improvement Act (CPSIA) and California Proposition 65 (CP65). We are prudent in every aspect from the quality of raw materials to production, packaging, delivery, storage and distribution of products.We have an extensive product portfolio and a global distribution network. High quality, stunning appearance and cost-efficiency are at the core of every product in our extensive portfolio. We have established a comprehensive monitoring system to track changes in regulations regarding product quality, ingredients, cosmetics and food products, allowing us to review regulatory changes in a timely manner to ensure international compliance of our products.We strive to provide consumers with reliable and high-quality products. We have developed a New Product Development Quality Management Process, a Review Process for Product Compliance, and other internal management systems. We integrate strict quality assurance and control procedures into our product lifecycle quality management. Meanwhile, our quality control team participates in the entire product development process and performs multiple rounds of quality inspections. In order to carry out quality management more systematically, we have developed and fully apply online quality control systems which integrate all steps of product lifecycle quality control, achieving standardization and visualization of quality inspection procedures. We established "1+1+1 Quality Control Mechanism" to triple-check the quality of our products to ensure that the products we sell meet safety and quality standards.Product Quality Control "1+1+1 Quality Control Mechanism" of MINISONational sampling task implementation institutionsInternational Authoritative Testing InstitutionInternal Quality TeamInvite third-party institutions that undertake national sampling tasks to act as mystery shoppers and conduct random inspections of storesDesignate third-party product testing agencies to conduct pre-market testing of productsOur quality team monitors post-market products Flow chart of whole life cycle quality control Supplier DevelopmentPrior to the admission of potential suppliers, the quality team conducts an initial assessment and invites third-party institutions to conduct an independent audit on the quality control ability of suppliers. DesignWhen evaluating product prototype design, we consider compliance requirements and consumer experience and give feedback on potential risks to the R&D department for pre-improvement. TestWe conduct on-site inspections or review inspection report before receiving finished products.In addition, we carry out random sampling and compliance testing of finished products. ManufactureWe conduct on-site reviews on the quality management system of factories to ensure that facilities, equipment and quality management system are operating stably. Follow up market feedbackWe organize and analyze feedback from consumers, carry out targeted improvement and apply our experience to future product development.ESG Performance Highlights during the Reporting Period Major quality accidentsQuality tests conducted by the quality team more than Our products receive external quality tests more than Over Supplier inspections on field trips conducted by the quality team more than times times supplier factories receive external quality audits06,0001,000250700 |
| 26 / Greeting Fun Life with Great Product25 / 2022 Environmental, Social and Governance Report Case: Monthly product experience improvement project We listen to consumer feedback and adopt new processes and materials to continuously optimize product quality and enhance the user experience. During the reporting period, we conducted monthly product experience improvement for 89 core product categories, including Konjac jelly, face washcloths, dental floss sticks, steam eye masks, and thermal mugs. Taking Konjac jelly as an example, we found one case of liquid leakage among three production batches of more than 660,000 outgoing products. As a result, we quickly improved product design, production equipment and production processes, eliminating notches in the packaging and increasing side sealing depths to enhance product sealing and compression strength. Case: TOP TOY blind boxes with innovative strawberry scent In 2022, TOP TOY continues to innovate in the product development process, using new techniques to enhance the user experience. We incorporated strawberry elements in the blind boxes series of the SANRIO Family Sweet Strawberry Paradise series, using a fully transparent process to enhance the products' thematic appeal. In addition, we added a strawberry scent to the product so that the toy has a strawberry aroma, and consumers smell the faint fragrance when they open the blind box. Case: Supplier Quality Statement The overall improvement of product quality cannot be achieved without the efforts of the entire supply chain. From December 20 to 29, 2021, we held an online supplier quality conference and invited 1,338 delegates from 487 core suppliers across all categories. We worked with supplier representatives to review the annual quality status of each category, discuss and formulate the quality management strategy for 2022, and jointly formulate the supplier quality statement. Supplier Quality DeclarationProduct RecallWe continuously track and manage the quality of the products sold and develop and continuously improve the recall mechanism. Once we discover quality problems with circulating products or potential adverse effects on consumers' safety and health due to design or manufacturing defects, we will conduct recall processing in accordance with the Product Recall Management Procedures of MINISO to avoid or reduce consumer losses. After obtaining clues about the faulty products, the product quality control team will organize an inter-departmental product evaluation, determine the recall level for the products requiring recall treatment, and initiate the recall within 48 hours. Our customer service team will communicate with customers, while the operations team will interface with stores to dispose of shelf goods and the logistics team will conduct inventory of returned goods. In addition, the product quality control team is responsible for leading the investigation of quality incidents and summarizing the incident to avoid recurrence of similar problems and to ensure continuous improvement of product quality.Invitedfrom1,338487 core suppliers across all categories |
| 28 / Greeting Fun Life with Great Product27 / 2022 Environmental, Social and Governance Report Chemical SafetyWe are committed to providing consumers with safe and environmentally friendly products. We strictly comply with standards and product standards in China, as well as other applicable product safety regulations and codes in the countries/regions where we operate and sell, such as EU Regulation EC/1907/2006 on Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), Restriction of Hazardous Substances (RoHS), and California Proposition 65(CP65).We manage the use of chemical substances in our products responsibly. We keep statistics on the use of chemicals throughout the production process, require all suppliers to monitor the raw materials used and conduct multiple rounds of testing on finished products through the "1+1+1 quality testing mechanism" to ensure that our products do not contain any toxic or hazardous substances that are explicitly prohibited by regulations. We classify chemical safety risks according to product type. We require suppliers to provide Material Safety Data Sheet (MSDS) for high-risk products. At the end of the Reporting Period, the proportion of SKUs with MSDS is about 20%. We require suppliers to provide Certificate of Analysis (COA) for cosmetic products. For TOP TOY OEM suppliers, we require suppliers to provide quality inspection reports for each production batch of chemicals to strictly control the safety and stability of raw materials. We disclose the primary materials and complete formulations of most of our products. When developing new products, we incorporate the safety risks of chemicals to consumers into our assessments. In addition, we are committed to reducing or eliminating the use of hazardous and restricted chemicals. We maintain a list of categories of high-risk chemicals that we have reduced or banned, including lead, cadmium, formaldehyde, flame retardants and allergenic disperse dyes, as required by relevant regulations and industry standards. As of the end of this Reporting Period, all products developed and sold by TOP TOY did not involve any use of materials containing high-risk controversial chemicals. In addition, TOP TOY conducts quarterly material communication meetings with its suppliers to emphasize the prohibition of high-risk or controversial chemical materials (e.g. bleach and hydrogen peroxide).27 / Product Innovation We strive to provide consumers with a wide range of products to meet their evolving needs. Quickly sensing and keeping up with consumer needs is key to product innovation. We actively engage with consumers through multiple channels, including the MINISO membership program, WeChat mini program, third-party e-commerce and online-to-offline platforms, and store-based communities on WeChat. With our intelligent consumer analytics technology and data analysis capabilities, we capture the latest consumer trends and generate consumer insights that can guide and test our product design and offering.We have invested significant resources in product design and development. As of the end of the Reporting Period, we had a designer network that includes an in-house team of 157 designers and 40 design partners consisting of internationally renowned independent designers, professional design studios and design academies from 7 countries.Designer Network (excerpt)In-house design team ofinternationally renowned independent designers, professional design studios and design academies fromdesignerscountries157407Design partners network consist of As of the end of Reporting Period KAIQI HUANGChina hoiiChina LUCAS & LUCASNetherlandsBAMBÚ STUDIOSpain |
| 30 / Greeting Fun Life with Great Product29 / 2022 Environmental, Social and Governance Report We work closely with designers and suppliers to achieve dynamic product development and frequently refresh our offerings, and provide consumers with a continuous immersive shopping experience by frequently changing the SKU/product portfolio in each store. We use the "711 philosophy" for product rollout under the MINISO brand - every 7 days, we launch approximately 100 new SKUs, carefully selected from a large library of 10,000 product ideas.Our co-branding partnerships with IP licensors that own popular brands have opened up a more diverse product design and development direction and increased our brand awareness. As of June 30, 2022, we have established co-branding collaborations with 75 IP licensors. In addition, we have incubated the TOP TOY brand and are committed to building a trendy toy platform to further lead the industry's new wave. We have also developed the ability to identify and cultivate new IPs and co-develop them with independent design artists into popular IP products, mostly under our TOP TOY brand. As of June 30, 2022, we had co-developed 190 of such IP products under our TOP TOY brand with 14 IP licensors..ESG Performance Highlights during the Reporting Period Supply Chain ManagementAn efficient and robust supply chain is the key factor for MINISO to win the market. We implement strict supplier access standards, maintain a sound supply chain management system, and strive to help suppliers improve their quality and build a reliable supply chain system.Supplier Approval AuditWe carry out multiple levels of validations on the qualifications of potential suppliers and conduct an approval audit mechanism that combines internal assessment with independent third-party audits. We set out the content of these audits in our supplier inspection guidelines and Factory Inspection Instructions. In order to verify the performance capability of potential suppliers we carry out detailed supplier access reviews across various dimensions, including the scale of the supplier, the independence of the supplier's quality organization, the completeness of the supplier's facility, and the supplier's social responsibility.Supplier Management and Capability EnhancementWe have established a sophisticated supplier management system and formulated a series of rules and regulations, such as Supplier Performance Evaluation Specification, Supplier Management Process, Factory Grade, and Supplier Status Management Regulations, to provide clear guidelines for supply chain management. We implement dynamic management of suppliers, conduct regular supplier assessments, carry out unannounced inspections for critical suppliers, and adjust our cooperative relationship with suppliers in a timely manner according to the assessment results. Quarterly review ofSupplier gradingsuppliersQuarterly review of On-site supplierinspectionsWe will conduct quarterly reviews from the dimensions of quality, R&D, cost and delivery, and adopt a one-vote veto system for the quality dimension. We will classify suppliers into A, B and C levels according to the review results, and strengthen the cooperation of A-level suppliers and reduce or stop the cooperation of C-level suppliers accordingly；We conduct quarter and annual evaluations based on a wide range of criteria such as product quality, timely delivery, R&D level and service quality of suppliers, and implement supplier classification according to the evaluation results from "one star" to "five stars".We conduct on-site inspections and issue internal evaluation reports for suppliers in high-risk categories or suppliers with product quality problems or customer complaints. For suppliers with serious non-conformities, we will require them to take corrective measures immediately；ESG Performance Highlights during the Reporting Period We had overChina suppliersOverseas supplierssuppliers1,10098.9%1.1%We strive to help our suppliers improve their capabilities. We conduct monthly supplier training activities, share industry experience and invite third-party organizations to help empower our suppliers. At the same time, for suppliers with problems, we provide directions and suggestions for rectification to continuously improve the quality of the supply chain. Launching an average of more than 550 SKUs per monthThe flagship brand MINISO offers a portfolio of more than 9,000 core SKUs covering11 major categoriesThe pop toy brand TOP TOY offers approximately 3,800 SKUs across 8 major categories Case: TOP TOY helps suppliers to improve product quality To help our suppliers improve their own product quality, TOP TOY provides guidance in a number of areas, including recommendations for high quality material and equipment suppliers, suggestions on how to improve the manufacturing environment and increase plant area, and references for other production processes in the industry, etc. This support helps our suppliers improve their competitiveness and provide us with better quality products. |
| 32 / Greeting Fun Life with Great Product31 / 2022 Environmental, Social and Governance Report Information Security and Customer Privacy ProtectionIn accordance with the business philosophy of "Integrity First", we consider ensuring the confidence of its customers, shareholders, employees and other stakeholders as an important principle of its business activities, and accordingly recognizes that proper management of the security of information assets is an important task. We comply with relevant laws and regulations, such as the Cybersecurity Security Law, the Data Security Law, and the Personal Information Protection Law, and have established a sound organizational structure for information security and privacy protection, actively obtained information security certification, established a proper information security policy and management system and taken practical measures to protect the privacy and security of consumers' personal information.Information Security and Privacy Organization StructureWe have established an organizational structure for information security and privacy protection consisting of three layers of the management system, i.e., decision-making, management and implementation, with relevant external support teams. The Board is committed to providing the necessary human, financial and material resources for our information security and privacy protection efforts and has clarified that the legal representative of the Company has the ultimate and overall responsibility for the protection of the Company's information security and privacy information. We have established an information security and privacy management office to preside over the management of information security and privacy protection and to act as a proxy for related decisions. At the same time, our human resources, legal and internal audit teams will be part of the information security and privacy protection organization structure as internal support and oversight units to ensure that decisions made under this structure are implemented and properly monitored. Review relevant work.Decision-making Level: Responsible for determining the organization's information security and privacy protection objectives, policies and overall implementation plan, approving and guiding the organization's information security and privacy protection-related policies, systems, processes and other documents, and supervising the disposal of information security and privacy protection risks.Management Level: Responsible for implementing the guidelines and policies formulated by the decision-making level into the work of each functional department or business line, and organizing, managing and coordinating the daily work.Implementation Level: Under the leadership of the decision-making level and the coordination of the management level, each center is responsible for the implementation of the policies, systems and processes of information security and privacy protection, tracking and handling of information security and privacy protection risks, and revision of related system and process documents.The Board Interdepart-mental Information Security and Privacy Management OfficeInformation Security Management TeamOrganizational structure of information security and privacy protectionInformation Security Working Group |
| 34 / Greeting Fun Life with Great Product33 / 2022 Environmental, Social and Governance Report Information Security Certification and PolicyInformation Security Management SystemWe actively obtain authoritative information security certifications. Our main core information system has obtained the Certification for Level 3 Protection Under the National Classified Protection of Information System, and we have obtained both ISO 27001 information security certification and ISO 27701 privacy protection certification covering the whole group. Our information security and privacy protection measures have earned recognition from the industry's top certification bodies.We have established comprehensive information security work norms and guidelines. We have established an Information Security and Privacy Protection Management Policy, a Supplier Security Management Code and other policies to provide clear guidelines for daily information security work.We attach great importance to the data security protection of our data systems. During the development process of data application systems such as membership systems, we set out a number of information security requirements such as system security, application security, and data security to reduce information system security risks; during system iteration, we will review information security and privacy compliance risks, require rectification of relevant issues to be completed before the system goes online, and update the privacy statement in a timely manner.Information Security Audit Restrictions on access to sensitive informationWe set up strict management and review mechanisms for sensitive information, including user data. We carry out an annual review of company system account permissions. Data export needs to be approved through Office Automation (OA) process and judged by the information security group as to whether it needs to be desensitized. After exporting data, if sensitive information is involved, it needs to be sent to the applicant in an encrypted manner. If third party cooperation is involved for data commissioning, sharing, and external provision, we require the third party to sign binding documents such as a personal information commissioning and processing agreement, a confidentiality agreement or a sharing agreement in order to regulate the third-party user's use of personal information.We regularly conduct information security audits that combine internal and external audits to ensure that our information management system is subject to adequate review and oversight. We organize ISO 27001 and ISO 27701 internal audits every year, and periodic special information security audits are conducted by the information security group every year；We receive external audits every year according to the requirements of the ISO 27001 and ISO 27701 systems, and network security audits according to the requirements of Certification for Level 3 Protection under the National Classified Protection of Information System.Internal audit of information securityExternal audit of information security |
| 36 / Greeting Fun Life with Great Product35 / 2022 Environmental, Social and Governance Report Protection of personal information rightsSupplier information security managementWe define 11 rights of users, such as the right to know, the right to decide, and the right to access personal information in the Management of Personal Information Rights Request Processing, setting out the corresponding company initiatives to fully protect the rights and interests of consumers' personal data.We have formulated and disclosed a privacy statement that sets out how we collect, use, process, protect and store users' personal information and indicates the rights of users in relation to the management of personal information. In the MINISO Privacy Statement, we promise that: we will not share users’ personal information with companies, organizations and individuals other than those who provide services to the users, unless we have users’ individual consent or are required by law to do so; and we will only keep users' personal information for the shortest necessary period of time, unless there is a mandatory retention period required by law. At the same time, we follow the principle of "Minimum Necessary" information collection and optimize the text and actual operation of the user-oriented interface to fully implement the principle of "Minimum Necessary" information collection in terms of both legal documents and operation pages.We incorporate information security risk assessments into our supplier approval evaluations. If a supplier is involved in handling consumer personal information or sensitive company information, we will require it to sign relevant delegation agreements, sharing agreements and confidentiality agreements. At the same time, before signing contract with a supplier, if we find that it is involved in handling personal information of consumers or sensitive company information, it is required to sign the above-mentioned agreements.ESG Performance Highlights during the Reporting Period During the Reporting Period, we had no significant information security or customer privacy breaches. Information security trainingWe have applied advanced information security technologies and developed contingency plans for emergency events. We have deployed sophisticated software and hardware technology solutions in cloud security, offline security, audit and traceability. We have adopted advanced equipment such as cloud firewall, cloud WAF and Bastionhost, and implemented technical solutions such as situational awareness, vulnerability scanning and penetration testing to establish a defense system for information security. At the same time, we have developed Personal Information Leakage Incident Response Procedures and Personal Information Leakage Incident Response Plan, and organize annual personal information leakage incident emergency response drills. On April 22, 2022, our Digital Technology Center, together with the Information Security Group, Legal Department, Government Affairs Department, and third-party lawyers, conducted a personal information leakage drill to test our ability to respond to information leakage incidents and carry out targeted enhancement.In order to enhance awareness of information security and privacy protection, we conduct information security induction training for all employees, and provide information security courses that also cover outsourced personnel. In addition, we conduct special training courses on information security for our customer service team and carry out daily publicity through our public website. During the Reporting Period, we held online courses on Legal Risk Prevention and Control of Network Security and Data Protection, which were attended by 8,835 participants.Information Security Assurance |
| 38 / Greeting Fun Life with Great Product37 / 2022 Environmental, Social and Governance Report Customer Service SystemResponsible MarketingCustomer Complaint HandlingWe build a multi-dimensional service system around pre-sales and after-sales segments, providing customers with omnichannel consulting services such as e-commerce platforms online customer service, 400 customer service hotline, in-store services, and our WeChat Mini Program platform. We also take the initiative to conduct service satisfaction evaluations through the above channels to gather customer feedback. In 2022, our overall customer satisfaction rate was 84.3%. We comply with the relevant national regulations on product after-sales service. We provide consumers with convenient product warranty and return and exchange services. We offer warranty services for specific categories of products. We adopt product return and exchange policies in stores in China, providing consumers with product replacement channels to protect their rights and interests.We insist on responsible marketing. We abide by the Consumer Rights Protection Law, the Advertising Law of the People's Republic of China and other relevant laws and regulations, and develop targeted and responsible marketing management policies. Marketing materials and advertisements are subject to strict review. We train store employees on responsible marketing to ensure that advertisements and promotions are accurate, proper and transparent, avoiding marketing practices that mislead consumers and violate their rights and interests. We proactively identify potential marketing risks in our business and develop appropriate countermeasures based on promotional features and product characteristics. We have incorporated the review of advertising campaigns into our internal risk management process. The marketing, product, and legal teams collaborate to conduct relevant checks. We have implemented an internal cross-checking mechanism for numbers in promotional content to ensure accuracy and authenticity. We also strictly manage promotions in overseas regions and implement a regular inspection and monitoring mechanism so that the relevant promotional content can be published only after approval, to ensure the compliance of marketing work. Considering the special status of blind boxes, we have formulated various standards for marketing work and implemented consumer protection measures. The TOP TOY Blind Box Sales Policy sets out a list of requirements to fully protect the rights and interests of shoppers of blind box, such as regulating the price system of blind boxes, clarifying the blind box rules and establishing a protection mechanism for minors.We have created a Customer Complaint Management System to regulate each department's workflow and timeliness in handling customer complaints. We implement a customer complaints hierarchy and a targeted complaint handling mechanism and timeframe to realize rapid closure of customer complaints. We maintain various complaint channels open to customers, including 400 customer service hotlines, real-time customer service at e-commerce platforms, online channels such as Weibo and Xiaohongshu, as well as in-store offline channels to hear customer feedback. We also provide customer complaint handling training to store personnel. Managers of store in-waiting, junior to senior-level store managers of offline operation centers also receive training in the form of classroom lectures and live broadcasts, in order to further improve their skills in handling complaints.We promptly communicate customer complaints to the corresponding departments and we have established mechanisms for responding to complaints and feedback with improvements. For feedback on store problems, a daily summary of problems will be sent to all responsible persons regionally, and the previous month's store service data will be summarized to the operations department, which will communicate to stores nationally at the beginning of each month. Product complaints will be immediately forwarded to the quality department for further analysis, and at the beginning of each month we will hold a quality review meeting to address problems in common and set up a task force for extraordinary events. In order to implement improvements addressing customer complaints, we respond to service complaints through training, publicity and performance assessment, and we respond to product complaints through measures including regular factory inspections, regular sampling, and supplier accountability.Customer Service and MarketingCustomer satisfaction is our continual goal. We build our professional team based on consumers' needs, provide comprehensive and fast services, and strive to maximize customer satisfaction by addressing various customer demands in an attentive, timely and thorough manner.ESG Performance Highlights during the Reporting Period Within Reporting Period, complaint handling rate100% Case:TOP TOY marketing requirement for Ichiban Kuji We are committed to providing a comfortable and fair environment for Ichiban Kuji consumers and have formulated a series of management rules for store management and product sales：At the same time, we publish the TOP TOY Ichiban Kuji Purchase Instructions for consumers, which will introduce the instructions and purchase rules of TOP TOY Ichiban Kuji Purchase products and other related information. It aims at protecting blind box consumers' right to know and ensures that products can be sold in fair, open and standardized conditions. Standardizing store managementWe require stores to display reward and promotional materials and publicize the redemption progress table, so that customers are clear about the remaining quantity of products and avoid unnecessary disputes. Only staff above a certain rank are qualified to conduct the unpacking process under supervision, and the tickets for exchanging gifts must be mixed during the unpacking process to ensure fairness and impartiality.Ensuring fair salesWe require stores to prohibit the sale of prizes to juveniles. Even if adults accompany juveniles, the Ichiban Kuji prizes must be purchased by adults. The shop assistants must take the initiative to check the number of tickets and the number of redeemed prizes on the redemption progress table with customers and implement validation procedures before sales. Otherwise, shop assistants should post the redeemed tickets on the "redemption progress table" in a timely manner. If all the products of a certain grade are redeemed, a "redeemed" sticker must be placed on the "redemption schedule".Overall customer satisfaction rate of Reduction in the number of customer service complaints compared to 2021 84.3%20% |
| 40 / Gathering Power for a Better Life 39 / 2022 Environmental, Social and Governance Report 03 Company depends on the cohesion of our employees. We fully respect and protect the basic rights and interests of our employees, provide them with a diverse, inclusive, healthy and safe working environment, and facilitate their diversified development. We also work together with our partners to build a responsible supply chain.Significant topics in this sectionEmployee Rights Protection, Supply Chain Management, Diversity and Inclusion, Employee Development and Training, Occupational Health and SafetyResponse to the SDGs Response to HKEx IndicatorB1 EmploymentB2 Health and SafetyB3 Development and TrainingB4 Labor StandardsB5 Supply Chain Management Empowering a Better Life for Our Employees |
| 42 / Gathering Power for a Better Life 41 / 2022 Environmental, Social and Governance Report Employee Rights ProtectionDiversity and InclusionWe strictly comply with the Labor Law of the People's Republic of China, the Labor Contract Law of the People's Republic of China, the Regulations on the Prohibition of Child Labor and other relevant laws and regulations, and have established internal management policies such as the Personnel Management System, the Compliance and Accountability System and the Attendance Management System and promote fair and non-discriminatory employment policies. We fully respect and protect all our employees' legal rights and interests pertaining salary, dismissal, working hours, and holidays in strict accordance with internal guidelines and ensure that our employment practices are legal and compliant. We have incorporated provisions on anti-child labor, anti-forced labor and anti-discrimination practices into the above-mentioned internal policies, explicitly prohibiting child labor, any type of forced labor, and opposing all discrimination based on gender, age, religion and nationality, harassment and similar misconduct. During the recruitment, we strictly comply with the national laws and regulations on prohibiting child labor and forced labor, rigorously screen the identity information of employees, and make whistleblowing channels available. In the event that child labor is found to be wrongly employed, we will deal with the person involved in accordance with our accountability system, protect their legal rights and interests in accordance with the requirements of the relevant authorities, and send them safely to their parents or guardians.We insist on carrying out talent recruitment in a fair, open and impartial manner. We implement talent matching in strict accordance with job requirements and job qualifications in a non-discriminatory manner, without differentiation due to differences in household or regional origin, ethnicity, race, gender, religious beliefs, disability, marriage, childbirth, etc.By GenderBy AgeBy Geographical RegionWe continue to improve our compensation and incentive system to attract and retain talents. We have formulated the Payroll Approval and Management Regulations and the Performance Bonus Management Measures, established the Objectives and Key Results (OKR) system and performance pay evaluation mechanism, and place great emphasis on incentivizing our employees through the compensation system. We provide monthly, quarterly and annual short-term incentives for employees and implement equity incentive plans to create long-term incentives for key talents.OKR performance appraisal program achieves full coverage of manager and above-level employees and knowledge-based employees.We are also committed to providing our employees with strong employee welfare protection. We provide basic employee benefits such as “five insurance and one housing fund” and paid holidays such as paid maternity leave and paternity leave in accordance with the law, and provide employees with various welfare benefits such as wedding gifts, seniority awards, overseas travel allowances and hospitalization allowances for maternity to enhance employees' happiness and sense of belonging.We had 3,372 employees located in China, Singapore, USA, Canada, Indonesia, India, Uzbekistan and other countries.The number of female employees at senior management level was 4 , and the total number of female employees at the middle management level and above was 287, accounting for about 50% of managers.100 ethnic minority employees.Labor Contract Signing Rate of the GroupAmong them, the coverage rate of collective contract for employees and special collective contract for female employees in Miniso (Guangzhou) Co., Ltd. is 100%.Since the founding of MINISO, we have had no incidents of child labor, forced or compulsory labor, or other violations of employment laws, regulations, or related guidelines in the places where we operate.MaleUnder 29 years oldChina41.1%0.7%58.6%51.1%58.9%41.4%48.2%Female30-49 years old50 years old and aboveOverseas countries100% ESG Performance Highlightsduring the Reporting Period ESG Performance Highlights during the Reporting Period Granted stock options and RSUs toMore thanpeople including Directors and senior management and other employees of our Groupemployees’ compensation package includes incentive for performance component30990% Percentage of employee diversity in 2022ESG Performance Highlights during the Reporting Period |
| 44 / Gathering Power for a Better Life 43 / 2022 Environmental, Social and Governance Report Case: "Two Sides of MINISO people" global campaignCase: Winning several HR management awards In order to enhance mutual understanding among global employees and promote communication between headquarters and overseas departments, we launched a global campaign called "Two Sides of MINISO people". We asked employees globally to capture moments in both their work day and spare time by making "Wink out another side of fantastic life" posters, showing the vitality of MINISO employee life all over the world.Our HR management work was recognized with various awards, including the "Best Practice of 2021" awarded by Business School of Renmin University of China, China Human Resources Theory and Practice Alliance and the Beisen “2021 China Talent Management Mechanism Exemplary Award”.We are committed to providing a diverse and inclusive working environment for our employees, advocating gender equality promoting interaction among employees from different regions, and fostering an atmosphere of diversity, equality and inclusion through multicultural integration activities such as the "Two Sides of MINISO people" global campaign and overseas Fun Color Run." Wink out another side of beauty " poster"Best Practice Award of 2021" “2021 China Talent Management Mechanism Exemplary Award” We advance our globalization and localization talent strategy and create more career opportunities for people in different regions alongside the development of our business. We have built up a locally rooted talent team, as the localization rate of operations talents and store managers reached 94% and 99% in the Indonesia and Mexico markets respectively as of June 30, 2022.43 / 2022年环境、社会及管治报告Employee Development and TrainingWe have created a broad development program for employees and provide diversified career development paths. To ensure that employees with virtue and talent can stand out, we have established an open, transparent and competitive talent promotion mechanism, designed three clear promotion channels for management, professional and auxiliary positions, and regularly carry out employee performance appraisal and talent inventory.We also continue to improve our vocational training system and provide a wide variety of training opportunities for all employees, including outsourced employees. We formulate training plans every year and provide more than 1,000 training courses through our employee learning platform. We also offer professional and leadership training programs and special employee development programs such as Genius Professional Management Trainee and Dark Horse Integrated Management Trainee for different development needs of our employees, so as to comprehensively improve their professional ability and comprehensive quality. At the same time, our employee union has set up an on-the-job education subsidy policy for employees who participate in open education and adult college entrance examinations. ESG Performance Highlightsduring the Reporting Period Case: MINISO leadership and job skills training programs We offer leadership and job skill development programs for different functions and levels of staff (including interns and outsourced staff).Leadership development: We have launched the Cloud program, Spread the Wings program and New Wings program to help junior, middle and senior managers develop good leadership skills.Professional skills and job skills development: We offer a number of job skill training programs, such as the Group's Open Course, HR Career Acceleration Program and Operations Reserve Pool, and provide employees with professional skills training in merchandising, marketing and information technology. During the Reporting Period, the Lion King Program, the Inspired Fox Program and the Dragon Program conducted a total of 140 hours of classes.Panorama of talent cultivationLion King Training Program CourseInspired Fox Training Program Coverage of employee training*Total training hours*Average training hours*100%35,887.517.5 *The scope is for employees in China. |
| 46 / Gathering Power for a Better Life 45 / 2022 Environmental, Social and Governance Report Employee Care and CommunicationWe help employees achieve work-life balance and facilitate diverse employee activities. We have established clubs for running, badminton, basketball, football, table tennis, yoga, etc., and regularly organize employees to participate in weekly sports activities. We hold monthly birthday parties around different themes according to employees' constellations to enrich their spare time.Flower arrangement mini-classBasketball ClubMental health activitiesEmployee birthday party During the Reporting Period, a total of 12 group birthday parties for employees, 3 interest mini-class activities, 115 club activities, 7 online mini-games and 9 fellowship activities were held.Covered 6,521 people and published 64 promotional tweets to enrich employees' spare time and enhance the cohesiveness of our employees. ESG Performance Highlights during the Reporting Period During the Reporting Period, a total ofCompared to the first half of 2021, average workday hours in first half of 2022 decreased bythe active turnover rate decreased by We assistedfemale employees in applying for the upper-level union’s hospitalization subsidy for childbirthpregnant employees were served by the "Loving Mother Spaces"409%4.47%9 ESG Performance Highlights during the Reporting Period We provide care and support for female employees. For pregnant mothers, we provide special seats in the restaurant, offer warm brown sugar and ginger drinks and have established "Loving Mother Spaces" to provide an exclusive space for baby nursing and rest. We have a service point at the front desk, providing female employees with spare sanitary napkins, blankets, hair dryers, etc.We open up communication channels for our employees and listen to their voices. We conduct employee engagement surveys every two years, covering the entire industry chain, including franchisee employees and outsourced employees. Through the employee engagement survey, we understand employees' perspectives and suggestions on issues such as corporate culture, employee experience, and compensation and benefits. Based on the issues identified in the survey, we promptly carry out corresponding improvement measures to continuously improve employee satisfaction. During the Reporting Period, we conducted special improvements on healthy living and work, promoting efficient work and reducing working hours. The average working hours of working days in the first half of 2022 decreased by 9% compared with the first half of 2021, and the active turnover rate decreased by 4.47%. During the Reporting Period, we conducted an engagement survey, and the valid employee response rate reached over 90%ESG Performance Highlightsduring the Reporting Period |
| 48 / Gathering Power for a Better Life 47 / 2022 Environmental, Social and Governance Report Occupational Health and SafetyWe give top priority to the occupational health and safety of our employees. We strictly abide by relevant laws and regulations, including the Law of the People's Republic of China on Safety Production, the Law of the People's Republic of China on Fire Fighting, and the Law of the People's Republic of China on Prevention and Control of Occupational Diseases. We develop Security Management System, Access Management System and other internal guidelines. We take necessary measures to guard the physical and mental health of employees.We are committed to providing a safe and good working environment for our employees. We provide guidelines on work safety, strengthen daily safety supervision, and provide employees with complete safety tools and equipment. We actively organize safety training and drills for employees to strengthen their occupational safety awareness. We also organize medical check-ups and consultations for our employees and conduct mental health popularization activities. For employees involved in high-risk jobs, we purchase commercial insurance such as overseas long-term dispatch commercial insurance. We provide comprehensive occupational health and safety protection for our employees. Case: Ensuring the safety of store staff In response to the occupational health and safety hazards that may be involved in the work of store staff, such as falls, bumps/smashes, scratches/cuts, and fire safety, we have taken the following measures to reduce occupational health and safety risks and safeguard their health.Reinforce store safety supervision: we incorporate safety management checks into the store compliance checklist and urge stores to implement safety measures and correct deviations in a timely manner through daily store inspections.Conduct safety training: we develop safety training courseware and provide regular training to store personnel. Meanwhile, we require store managers to conduct training periodically.Cultivate personnel safety awareness: store managers and all staff are required to promptly eliminate unsafe conditions on the ground, and safety reminder signs need to be placed in fall-prone areas.Provide guidelines on work safety: we provide guidelines on tool safety inspection and safe operation specifications for common working scenarios, such as using ladders, using knives and placing commodity boxes.Carry out traffic safety and fire safety publicity: we strengthen traffic safety awareness, provide training on basic skills in using fire equipment, and state requirements for fire safety measures in stores. Summer care activities Responsible Supply ChainWe are committed to building a healthy and sustainable supply chain. To ensure reliable product quality and sustainability of our supply chain, we continually strengthen our supply chain assessment requirements on social responsibility and have developed several mechanisms to enhance the social responsibility performance of our suppliers.We focus on the protection of labor rights in the supply chain, propose performance requirements for labor management of suppliers and conduct performance reviews. We specify detailed requirements for suppliers’ labor management, which cover key elements such as working hours, minimum wage, overtime pay, and occupational health and safety protection. During the Reporting Period, we reviewed the labor management status of all new suppliers and existing core suppliers, and almost all of our core suppliers passed the labor management status review (the combined amount of purchases from such core suppliers accounted for approximately 80% of the total purchase amount).Social responsibility requirements are integrated into the supplier approval threshold. Social responsibility requirements, such as labor rights protection, environment (all types of pollutants must be treated by compliance before discharge) and health and safety protection, are included in the main audit content of the Factory Inspection Instructions (included in internal company audits and audits by third-party organizations). Social responsibility compliance is at the same level of importance as quality, price and other assessment items, and once violations are found, suppliers will be rejected.We encourage suppliers to obtain ISO 45001, ISO 14000, BSCI and other certifications.We include provisions related to the code of conduct for social responsibility in our supplier cooperation agreements (such as the Supplier Business Conduct Agreement), which suppliers must sign and follow.We improve supplier social responsibility performance through incentive policies, such as conducting green procurement and prioritizing the launch of relevant products. the combined amount of purchases from such core suppliers accounted for approximately of the total purchase amount80% 01030402 |
| 50 / Gathering Power for a Better Life 49 / 2022 Environmental, Social and Governance Report Suppliers shall not employ any forced or involuntary labor, nor shall suppliers outsource products to such labor for production.Suppliers shall not employ child labor. The term "child" means a person under the age of 16 or under the legal minimum age for employment as defined by local regulations.Suppliers shall comply with all relevant laws and regulations concerning wages and working hours, including those concerning minimum wages, overtime, maximum working hours, etc., and provide benefits as required by law. Also, suppliers shall pay employees for overtime work at the standard rate specified by law, or at least at a rate equivalent to the regular hourly rate if the standard rate is not specified by law.Suppliers shall not discriminate against employees in the hiring and employment process, including discrimination against employees in terms of wages, benefits, promotion, punishment, dismissal or retirement based on race, religion, age, nationality, social or ethnic groups, sexual orientation, gender, political views or disability.Suppliers will respect the right of employees to associate, organize and bargain collectively in a lawful and peaceful manner, without penalty or interference.Suppliers will provide a safe and healthy workplace for employees in accordance with all relevant laws, regulations and rules.Against forced or compulsory laborAgainst child laborRemunerationNon-discriminationAssociationHealth and safety Summary of the Code of Conduct for Social ResponsibilityWe attach great importance to the control of supply chain business ethics risks including environmental and social risks. We sign business code of conduct agreements with our suppliers, perform supply chain integrity risk assessments through our integrity audit system and annual supplier factory inspection system to identify environmental and social risks along the supply chain, and conduct individual supply chain business ethics training. In December 2021, we conducted business ethics training for supplier representatives during our supplier conference, further strengthening their business ethics awareness.·MINISO brand signs anti-corruption agreements with 100% of our active suppliers.TOP TOY also signs integrity agreements with 100% of suppliers·Supply chain business ethics training covered 100% of core suppliers·We signed Code of Business Conduct agreements with 724 suppliers and conducted related audits of 524 of them·615suppliers received ISO 9001 quality system certification·205suppliers received ISO 14001 environmental management system certification·105suppliers received ISO 45001 occupational health system certification·51suppliers received BLUE SIGN certificationESG Performance Highlights during the Reporting Period |
| 52 / Green Development to Create a Better Environment51 / 2022 Environmental, Social and Governance Report A1 EmissionsA2 Use of ResourcesA3 The Environment and Natural ResourcesA4 Climate Change Green Development to Create a Better EnvironmentWe pursue a philosophy of simple, natural, quality living and always practice sustainable development while developing products. We are committed to creating a sustainable life through climate change response, creating low-carbon products, and practicing green operations.Response to HKEx IndicatorSignificant topics in this sectionGreen packaging, raw material procurement, response to climate change, water management, waste management, energy management, product carbon footprintResponse to the SDGs |
| 54 / Green Development to Create a Better Environment53 / 2022 Environmental, Social and Governance Report Climate ChangeWe actively address climate change-related risks by establishing a crisis management team and developing an internal crisis management policy to minimize our exposure to hazards caused by heavy rainfall, flooding, earthquakes, or other extreme weather conditions or natural disasters. In addition, we refer to the recommendations of the Task Force on Climate-related Financial Advisory Disclosures (TCFD) created by the Financial Stability Board (FSB) to disclose our climate-related priorities in the core areas of governance, strategy, risk management, metrics and targets. The relevant progress we have undertaken during the Reporting Period is as follows.GovernanceStrategiesManagement is very concerned about climate change issues and actively discusses relevant countermeasures.Systematic identification of climate change risks to the Company's business and possible financial impact.Measures to mitigate the effects of climate change. Indicators and targetsRisk ManagementProactively explore ways to reduce greenhouse gas emissions at all stages of the product cycle (e.g., installing new energy equipment, replacing non-biodegradable packaging, promoting sustainable sourcing and product innovation, etc.)In the future, we are committed to achieving stable CO2 emissions from the use of electricity in office areas at around 134 kg CO2 revenue per RMB million (FY2020: 178.94，FY2021: 171.74，FY2022 : 134.00)Establish a sound risk management mechanism and a comprehensive risk management team.Climate change adaptation has been identified as a significant ESG risk. The effects of climate change, including extreme weather and natural disasters, could lead to fluctuations in raw material prices and availability of supplies, damage to stores, office facilities, and supplier facilities, adverse effects on employee health and safety and delays in product delivery by suppliers, among other consequences. In response to possible extreme weather, we have clarified the relevant emergency measures in the Emergency Incident Handling Plan and Rainy W eather Precautionary Notice. We refer to the extreme weather warnings to strengthen precautions and guide offices and stores to take measures such as reinforcing equipment, cutting off power, clearing water and transferring materials to ensure the safety of personnel and reduce losses. Based on the current ESG risk identification, we have incorporated climate change-related issues into the risk management process, and climate change risk assessment and management has been gradually improved. We are increasingly aware of the environmental impact of the many types of products we design, commission, and sell. Therefore, we are very concerned about the carbon footprint of our products and are committed to contributing to global environmental protection efforts. We consider the environmental attributes of our products and we are mindful of the need to reduce energy consumption in the design, packaging, and recycling process. In addition, we plan to conduct a product carbon footprint assessment to identify the potential for reducing emissions throughout the life cycle of our products from "cradle to grave" and to reduce the carbon footprint of our products through energy saving and emission reduction measures.We focus on product selection, and all our brands consciously promote environmental upgrades in the upstream supply chain, including product design and development and product packaging. We have already launched several highly recognized eco-friendly products, including biodegradable toothbrushes that use wheat orange straw as a raw material and counterweight coins that use recycled materials for some of our "blind box" products. In the future, we strive to advance several initiatives and create more eco-friendly products in categories including beauty tools, home, stationery, and figurines.Products are made from 100% recycled or natural and plastic materials and from suppliers certified by the Forest Stewardship Council ("FSC").Develop the "MINISO ECO" logo for plastic-free, easily recyclable, renewable, reusable, BPA (bisphenol A) -free or lead-free products, and is widely used in more environmentally friendly products.Product Carbon Footprint Green ProductsWe insist on implanting the concept of environmental protection and low carbon into all aspects of the full life cycle of our products. We continuously work to reduce the carbon emissions associated with our products, implement green packaging to improve our use of resources, improve raw material traceability and management, and create more environmentally friendly products. Case: TOP TOY brand actively promotes supply chain carbon reduction The suppliers we work with at TOP TOY are obliged to reduce emissions.In supplier selection, the TOP TOY procurement department actively responds to the national policy of energy saving and emission reduction. We consider whether suppliers implement emission reduction measures in the core indexes of supplier selection, which include waste, wastewater, waste gas recovery and purification, etc. Only after passing the field inspection, the factories that meet the standards can be included in our qualified supplier list.Starting 2022, we require our partner factories to make carbon emission estimates before each production run and to collect and review carbon emissions after product delivery. 30% of our suppliers have actively cooperated with us in the data collection process during the Reporting Period.Our suppliers actively cooperate with the local government's efforts to limit and save electricity and increase energy-saving and environmental protection equipment to enhance environmental protection and energy conservation. |
| 56 / Green Development to Create a Better Environment55 / 2022 Environmental, Social and Governance Report Restricting the use of plastic, cardboard, paper and other materials for packaging and storage of products.We comply with domestic and international laws and regulations related to product packaging and reduce the use of packaging materials through green packaging, lightweight packaging, and packaging recycling. The various measures we have taken include:Green PackagingWe are committed to reducing plastic bags in our retail stores and setting related plastic reduction targets.In the future, we will continue to implement several measures to reduce the use of plastic bags to reach a percentage of plastic bag use of less than75% ESG Performance Highlightsduring the Reporting Period Providing biodegradable, recyclable, and environmentally friendly logo packaging and bags for consumers to use for a fee.Developing and incorporating environmentally friendly elements in our products, such as using recycled materials.Adopting a strict recycling policy to ensure proper recycling of materials used disposed in store operations. Case: TOP TOY brand green packaging practiceCase: National retail store carton recycling Our TOP TOY brand actively practices green packaging by standardizing the management of packaging material suppliers and unifying designated packaging processes, adopting environmentally friendly techniques, and reducing excessive packaging, thereby reducing the consumption of packaging materials.We support retail stores nationwide to implement carton recycling, require carton sales to be deposited back to the Company's designated account on the 15th and 30th of each month, and conduct a quarterly review of carton deposits from store sales. We recycle cartons in three main ways to improve material use efficiency.The product packaging process abandoned lamination and other non-biodegradable methods using UV varnishing. The process uses almost no solvents, results in minimal volatile organic emissions, and can reduce air pollution. By curing the coating through ultraviolet radiation, the process can reduce the required thermal energy consumption.Except for a few flagship products, we have reduced the use of the inner box with the printing process; for larger products, we use the inner tray and environmentally friendly kraft paper that can be directly recycled.We use low toxicity printing on the packaging and select the most suitable packaging size for the product to reduce the use of paper materials.Specialized stores' standard boxes are recycled with special vehicles, and the recycling rate is no less than90% .Non-exclusive stores sell standard boxes at market prices.Specialized stores and non-specialized stores of other small and medium package size cartons are sold at market price. We attach great importance to the sustainability of our raw materials. We continue to optimize our raw material traceability and process management mechanisms for our primary raw materials, such as paper and cotton. At the end of the Reporting Period, we used FSC certified paper in some of our products. In TOP TOY's supply chain procurement process, we audit and verify the compliance of each batch of raw materials with our factories’ upstream material companies. Starting from the raw materials of the products themselves as well as the painting raw material, we ensure that each product meets the internal environmental requirement index.Raw Material Traceability （FY 2022：79%） |
| 58 / Green Development to Create a Better Environment57 / 2022 Environmental, Social and Governance Report Green OperationsWe uphold the concept of low-carbon green development and strictly comply with the Law of the People's Republic of China on Environmental Protection and the Law of the People's Republic of China on Energy Conservation and other relevant laws and regulations. We set environmental goals while continuously improving our environmental management system and formulating internal rules and initiatives, such as the Safe Work and Low Carbon Living initiative. We actively practice green operations, optimize energy use, and reduce resource consumption and waste. We work with our employees to actively explore and implement environmental improvement measures, promote green office management, and reduce the environmental impact of our business operations.To reduce greenhouse gas emissions and conserve energy, we have adopted several energy-saving measures, including finding effective ways to reduce energy use, and promoting green concepts among our employees. We also promote various energy-saving measures, such as retrofitting energy-efficient lighting fixtures and maintaining a paperless office. We also use kilowatt hours per million of revenue as an indicator to monitor the effectiveness of our energy-saving efforts. Thanks to our emission reduction measures, our kilowatt hours per million of revenue have decreased in recent years.We attach importance to the efficient use of water resources. We take several water conservation measures to reduce water consumption, including adopting induction or water-saving facilities and strengthening daily inspection and maintenance management of water-using equipment. We also post water-saving signs to raise employees' awareness of water conservation.Resource ManagementIn the future, we are committed to achieving a stable electricity consumption per revenue of RMB1 million in office area of aroundIn the future, we will focus on improving water efficiency and work to keep the annual leakage rate to less than(FY2022:<1%)kWh2301% ESG Performance Highlightsduring the Reporting Period ESG Performance Highlights during the Reporting Period Electricity consumption per RMB1 million revenue for the past three fiscal years and the current fiscal year Regional categoryFY2019FY2020FY2021FY2022Administrative Office324.7293.3281.5230.5 StoresUndisclosedUndisclosedUndisclosed849.9 WarehouseUndisclosedUndisclosedUndisclosed185.2 We strictly comply with relevant laws and regulations regarding discharge and waste and manage and dispose of pollutant discharge and waste in compliance with the operation process. We strictly comply with the relevant requirements, and our office complies with the discharge of wastewater into the city sewers to reduce environmental pollution.We collect separately and hand non-hazardous waste such as office and food waste over to an outside organization for recycling.>>We will collect hazardous waste such as waste printer toner cartridges/cartridges and waste lamps separately and store and manage them safely, and then hand them over to qualified professional third parties for unified treatment, focusing on control and supervision of recycling and treatment.Emissions and Waste ManagementGoing forward, we will ensure hazardous waste compliance recycling rateeffluent discharge compliance ratetonnes of non-hazardous waste were generatedDuring the Reporting Periodkg of hazardous waste were generated216.70100%297.72100% ESG Performance Highlights during the Reporting Period Non-hazardous wasteHazardous waste Used battery recycling |
| 60 / Green Development to Create a Better Environment59 / 2022 Environmental, Social and Governance Report We advocate a green and simple office, working with our employees to carry out monthly environmental protection activities and actively promote several low-carbon office measures.Green Office Stationery sharing stationGreen office warm reminders Paper recycling We have always considered protecting the environment and natural resources to be one of our critical responsibilities. Our business has a low impact on the environment and natural resources. While maintaining sound operations, we are committed to identifying and managing the potential negative consequences of our business activities on biodiversity and ecosystems following the Global Biodiversity Conservation Targets and the Nature Conservation Programme of the People's Republic of China. We benchmark ourselves against leading domestic and international peers to reduce our negative impacts on the environment.Environment and Natural ResourcesDuring the reporting period, we did not contribute significant environmental pollution or negatively impact biodiversity. ESG Performance Highlights during the Reporting Period While actively practicing green development, we are committed to transferring the concept of sustainable development to our partners. We are actively building a low-carbon and environmentally friendly green product industry ecosystem by relying on our in-depth cultivation and extensive cooperation in the whole industry chain. We strive to involve more partners and consumers worldwide in our environmental protection activities, empowering them to contribute to the creation of beautiful, high-quality life experiences for all.Leading Green Consumption We save water, electricity, paper, and other resources and reduce the use of disposable supplies (such as bottled drinking water, paper cups, fast food boxes, etc.).Resource conservation We prioritize public transportation travel and use videoconferencing to replace some travel.Travel We share materials such as publicity and conference materials and plan on the principle of recycling.Meetings We set up "MINI SHARE" stationery sharing station and recycling station to recycle unused office supplies, discarded cardboard and magazines. At the same time, we set up a secondary paper recycling station to recycle single-sided printing paper for reuse.Recycling Case: Office paper recycling boxes We set up a "MINI SHARE secondary paper recycling station" in the office area, advocating employees recycle single-sided printing paper to improve resource use efficiency and reduce waste. |
| 62 / Caring about Society and Sharing Goodness61 / 2022 Environmental, Social and Governance Report 05 B8 Community Investment Caring for Society and Sharing GoodnessWe have always been committed to public welfare and charitable causes. We have taken on the responsibilities and obligations of corporate citizenship, constantly delivering positive energy to consumers, partners, and society. Since our establishment, we have actively promoted many public welfare projects around the four major themes of "children", "women", "critical illness" and "disasters". As we explore high-impact ways of improving public welfare, we will leverage our brand's youthful appeal and join hands with people from all walks of life to build a new ecology of public welfare.Response to HKEx IndicatorSignificant topics in this sectionCharitable ActivitiesResponse to the SDGs |
| 64 / Caring about Society and Sharing Goodness63 / 2022 Environmental, Social and Governance Report Innovative Charity ProgramsWe focus our charity efforts on supporting and participating in socially responsible programs consistent with our values that take practical action to support children, women, and those suffering from severe illnesses and disasters. In recent years, we have deployed more resources to better meet the challenges of those in need. We find new ways to positively impact the communities around us and work with our partners across sectors to create a new system of philanthropy worldwide. Together with the China Children's and Adolescents' Charity Foundation, we launched the "RED POWER" project to provide health and well-being education for "left-behind" girls. We aim to raise awareness of health and hygiene among adolescent girls in developing regions, and to call attention to women's health needs.We donated a total ofdonated materials worthOur employees actively participated in charity activities for a total ofto different charitiesRMB RMBhours300,0005,039,600672 ESG Performance Highlights during the Reporting Period Case: "RED POWER" charity project We hope to give young girls and their families in developing areas of China the freedom to use safe and healthy sanitary napkins. We spread awareness of the health needs of young girls so that women in developing areas can raise awareness and pay attention to personal hygiene and health issues. With this goal in mind, we are working with the China Children's Charity Foundation to regularly visit rural schools quarterly to donate sanitary kits and conduct health classes to improve young girls' hygiene conditions and promote women's health education.At the same time, we hope to use the "RED POWER" project to guide the public and enterprises to pay attention to the health status of young girls in developing regions. We call on more people to help adolescent women in developing regions escape the menstrual dilemma through comprehensive coverage of public welfare.To reach the target audience more directly, we leverage the advantages of social platforms such as Weibo and WeChat, accelerating campaign’s through emotional resonance and "acquaintance socialization". We turn "public welfare work" into a joyful experience that can be shared with friends. On Weibo, we encouraged users to upload their photos of the stores with the hashtag #RED POWER to the platform to interact with more users and expand the influence of the campaign. On WeChat, we used short videos and long graphics to communicate directly with users and stimulated their interest in participating by forwarding materials to their circle of friends and sending them directly to the community. In addition, we invited users to leave messages related to the campaign at stores in Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu and Xi'an. These messages were featured on a promotional poster to further spread the message.We are also committed to raising awareness of global warming, climate change, and other environmental protection issues. We have integrated our efforts to protect the environment with our business plan by developing and selling MINISO's Penpen plush toys in the shape of penguins. We urged consumers to join us in our efforts to mitigate global climate change and protect the environment. "RED POWER" public welfare project activity site(May 2021） "RED POWER" store activity site（September 2021） |
| 66 / Caring about Society and Sharing Goodness65 / 2022 Environmental, Social and Governance Report Case: Launch of the #TakePenpenHome campaign by MINISO to raise donations for reforestation in the Andes We partnered with ECOAN, a Peruvian NGO, to launch a global initiative to plant trees in the Andes of South America. For every Penpen penguin purchased by our customers, we would invest US$1.33 in planting a tree in South America. With this campaign, we hope to urge consumers to be environmentally conscious, practice a green lifestyle, and take action to address climate change.The joint initiative began in November 2011 and spanned across more than 30 markets. It centered around a pivotal character from the original MINI family line, the MINI Pen penguin, affectionately known to consumers as Penpen. An image that is the quintessential symbol of Antarctica and we hoped to remind people of the need to take immediate action to mitigate the effects of climate change.In countries such as the United States, India, and Indonesia, this plush penguin toy accounted for approximately 15% of all plush toy sales during the Reporting Period. The MINI Penpen stuffed toy was in short supply due to strong consumer support for the charity. ECOAN's Executive Director, Constantino Aucca, commented on the project, "It's no easy feat to achieve such results in just two months, proving that many consumers believe in doing their part for the environment. We are very grateful to such an excellent partner as MINISO".As of June 30, 2022, 37 countries and territories worldwide participated in the campaign and donated a total of US$153,300 for a project that will plant 115,000 trees in the Andes. Photo: Customers get a certificate for purchasing Penpen Case: MINISO actively organizes volunteers to participate in community service work Our volunteers are active in all kinds of public welfare volunteer services and actively support various community service work. We have set up a volunteer club with 14 registered volunteers; we signed a cooperation agreement with Longjin Street Community Volunteer Service Station to mobilize party volunteers and ordinary workers to participate in relevant community service work. Photo: Volunteer Action for Epidemic Prevention and ControlFocus on Social NeedsWe encourage our employees to participate in volunteer work and community public welfare, epidemic prevention and control, and other volunteer service actions. We provide support and help to the groups in need as much as possible and spread love in our communities. We have formulated the "Implementation Measures of Star Rating and Grading Points Management for Party Members of MINISO" to reward party members who participate in voluntary service activities with additional points. We take the relevant point result as the key index for the evaluation and promotion of party members. Party members with five star awards will become the recommended candidates for the assessment of priorities and receive commemorative medals and bonuses.In 2022, we organized 16 volunteers to carry out the "Used Clothes Recycling" public service and collected 860 kilograms of used clothes and exchanged them for RMB 1,462.During the Reporting Period, MINISO headquarters collected 68 volunteers to support the epidemic prevention and control work, participated in 11 epidemic prevention and control volunteer service operations, and completed the labelling and bagging of 12,000 sampling tubes and nearly 10,000 nucleic acid tests.Encouraging volunteerism |
| 68 / Caring about Society and Sharing Goodness67 / 2022 Environmental, Social and Governance Report Photo: MINISO Donates Public Welfare Materials to Affected Areas in HenanWe are also actively involved in disaster relief and reconstruction activities, providing personnel and material support to the affected areas. In July 2021, Henan province suffered from extreme rainfall and severe flooding. After the disaster, we announced a donation of RMB5 million for emergency relief supplies to the disaster area. We launched a joint relief operation with the Tencent Foundation, the Chinese Red Cross Society, and the Hebi Charity Federation. We quickly organized emergency coordination and allocated supplies from six warehouses across China to the disaster area. Amidst the challenging local disaster situation, we overcame staff shortages and poor logistics. We successfully contacted the receiving units and delivered the supplies to the relief site.Contributing to disaster relief and reconstruction After the disaster, we announced a donation offor emergency relief supplies to the disaster area.millionRMB5 As our stores go global, our community philanthropy initiatives also reach into overseas communities. We have actively leveraged the influence of Miniso in overseas communities to donate epidemic prevention supplies and distribute food to the needy, and have conducted several fundraising campaigns to raise money and supplies for poor children, seriously ill children, and orphans, spreading Miniso's love to the world.Caring for Overseas Communities Case: MINISO Thailand "Colouring Workshop" event In July 2021, a "Colouring Workshop" event was held in Thailand, to advocate "children helping children". We invited local children in Thailand to color Penpen and donated their pens and stationery to orphanage children, attracting many local parents and children to participate in this public event.Photo: Local consumers in Thailand actively participated in the Colouring Workshop |
| 70 / Appendix69 / 2022 Environmental, Social and Governance Report Appendix Dimensions, General Disclosures and Key Performance IndicatorsDescriptionPageA1: EmissionsGeneral DisclosureInformation on:(a) the policies; and(b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to air and GHG emissions, discharges into water and land, and generation of hazardous and non-hazardous waste.P57-P58Key Performance Indicator A1.1The types of emissions and respective emissions data.P73Key Performance Indicator A1.2Direct (Scope 1) and energy indirect (Scope 2) greenhouse gas emissions (in tonnes) and, where appropriate, intensity (e.g. per unit of production volume, per facility).P73Key Performance Indicator A1.3Total hazardous waste produced (in tonnes) and where appropriate, intensity (e.g. per unit of production volume, per facility).P58, P73Key Performance Indicator A1.4Total non-hazardous waste produced (in tonnes) and where appropriate, intensity (e.g. per unit of production volume, per facility).P58, P73Key Performance Indicator A1.5Description of emissions target(s) set and steps taken to achieve them.P53Key Performance Indicator A1.6Description of how hazardous and non-hazardous wastes are handled, and a description of reduction target(s) set and steps taken to achieve them.P58-P59A2: Use of ResourcesGeneral DisclosurePolicies on the efficient use of resources, including energy, water and other raw materialsP54-P60Key Performance Indicator A2.1Direct and/or indirect energy consumption by type (e.g. electricity, gas or oil) in total (kWh in ’000s) and intensity (e.g. per unit of production volume, per facility).P57, P73-P74Key Performance Indicator A2.2Water consumption in total and intensity (e.g. per unit of production volume, per facility).P57, P74Key Performance Indicator A2.3Description of energy use efficiency target(s) set and steps taken to achieve them.P57-P59Key Performance Indicator A2.4Description of whether there is any issue in sourcing water that is fit for purpose, water efficiency target(s) set and steps taken to achieve them.P57-P59Appendix I: Index to the HKEx Environmental, Social and Governance Reporting Guide Key Performance Indicator A2.5Total packaging material used for finished products (in tonnes) and if applicable, with reference to per unit produced.P74A3: Environment and Natural ResourcesGeneral DisclosurePolicies on minimizing the issuer’s significant impacts on the environment and natural resources.P60Key Performance Indicator A3.1Description of the significant impacts of activities on the environment and natural resources and the actions taken to manage them.P60A4: Climate ChangeGeneral DisclosurePolicies on identification and mitigation of significant climate-related issues which have impacted, and those which may impact, the issuer.P53Key Performance Indicator A4.1Description of the significant climate-related issues which have impacted, and those which may impact, the issuer, and the actions taken to manage them.P53B1: EmploymentGeneral DisclosureInformation on: (a) the policies; and (b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to compensation and dismissal, recruitment and promotion, working hours, rest periods, equal opportunity, diversity, antidiscrimination, and other benefits and welfare.P41Key Performance Indicator B1.1Total workforce by gender, employment type (for example, full- or part-time), age group and geographical region.P42, P74-P75Key Performance Indicator B1.2Employee turnover rate by gender, age group and geographical region.P75B2: Health and SafetyGeneral DisclosureInformation on: (a) the policies; and (b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to providing a safe working environment and protecting employees from occupational hazards.P47 Key Performance Indicator B2.1Number and rate of work-related fatalities occurred in each of the past three years including the reporting year.P75Key Performance Indicator B2.2Lost days due to work injury.P75 Dimensions, General Disclosures and Key Performance IndicatorsDescriptionPage |
| 72 / Appendix71 / 2022 Environmental, Social and Governance Report Key Performance Indicator B2.3Description of occupational health and safety measures adopted, and how they are implemented and monitored.P47B3: Development and TrainingGeneral DisclosurePolicies on improving employees’ knowledge and skills for discharging duties at work. Description of training activities.P44 Key Performance Indicator B3.1The percentage of employees trained by gender and employee category (e.g. senior management, middle management).P44, P75Key Performance Indicator B3.2The average training hours completed per employee by gender and employee category.P44, P75-P76B4: Labor GuidelinesGeneral DisclosureInformation on: (a) the policies; and (b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to preventing child and forced labor.P41Key Performance Indicator B4.1Description of measures to review employment practices to avoid child and forced labor.P41Key Performance Indicator B4.2Description of steps taken to eliminate such practices when discovered.P41B5: Supply Chain ManagementGeneral DisclosurePolicies on managing environmental and social risks of the supply chain.P48-P50Key Performance Indicator B5.1Number of suppliers by geographical region.P30, P76Key Performance Indicator B5.2Description of practices relating to engaging suppliers, number of suppliers where the practices are being implemented, and how they are implemented and monitored.P29-P30, P48-P50Key Performance Indicator B5.3Description of practices used to identify environmental and social risks along the supply chain, and how they are implemented and monitored.P48-P50Key Performance Indicator B5.4Description of practices used to promote environmentally preferable products and services when selecting suppliers, and how they are implemented and monitored.P48-P50, P54-P56 Dimensions, General Disclosures and Key Performance IndicatorsDescriptionPage B6: Product responsibilityGeneral DisclosureInformation on: (a) the policies; and (b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to health and safety, advertising, labelling and privacy matters relating to products and services provided and methods of redress.P23, P27, P31, P38Key Performance Indicator B6.1Percentage of total products sold or shipped subject to recalls for safety and health reasons.P76Key Performance Indicator B6.2Number of products and service related complaints received and how they are dealt with.P37, P76Key Performance Indicator B6.3Description of practices relating to observing and protecting intellectual property rights.P15-P16Key Performance Indicator B6.4Description of quality assurance process and recall procedures.P23-P26Key Performance Indicator B6.5Description of consumer data protection and privacy policies, and how they are implemented and monitored.P31, P33, P36B7: Anti-corruptionGeneral DisclosureInformation on: (a) the policies; and (b) compliance with relevant laws and regulations that have a significant impact on the issuer relating to bribery, extortion, fraud and money laundering.P12-P13Key Performance Indicator B7.1Number of concluded legal cases regarding corrupt practices brought against the issuer or its employees during the Reporting Period and the outcomes of the cases.P12, P76Key Performance Indicator B7.2Description of preventive measures and whistle-blowing procedures, and how they are implemented and monitored.P12-P14Key Performance Indicator B7.3Description of anti-corruption training provided to directors and staff.P12-P14, P76B8: Community InvestmentGeneral DisclosurePolicies on community engagement to understand the needs of the communities where the issuer operates and to ensure its activities take into consideration the communities’ interests.P66Key Performance Indicator B8.1Focus areas of contribution (e.g. education, environmental concerns, labor needs, health, culture, sport).P63-P68Key Performance Indicator B8.2Resources contributed (e.g. money or time) to the focus area.P63-P68, P76 Dimensions, General Disclosures and Key Performance IndicatorsDescriptionPage |
| 74 / Appendix73 / 2022 Environmental, Social and Governance Report Appendix II: ESG Key Performance Indicators Data Table AspectKey Performance IndicatorsUnit2022 DataA: EnvironmentA1 A1.1 Types of emissions and related emission data1ParticulateGram1,428.46Sulfur oxidesGram303.64Nitrogen oxidesGram19,401.04 A1.2 Direct (Scope 1) and energy indirect (Scope 2) GHG emissions and intensityScope 1 direct greenhouse gas emissions2Tonnes of CO276.42Scope 2 indirect greenhouse gas emissions3Tonnes of CO24,322.74Total greenhouse gas emissionsTonnes of CO24,399.16Scope 1 greenhouse gas emission intensityTonnes of CO2 / Revenue per RMB 100 million0.76Scope 2 greenhouse gas emission intensityTonnes of CO2 / Revenue per RMB 100 million42.86Total greenhouse gas emission intensityTonnes of CO2 / Revenue per RMB 100 million43.62A1.3 Total amount and intensity of hazardous waste generatedTotal Hazardous Waste4Kilogram297.72Hazardous waste intensityKilogram / Revenue per RMB 100 million2.95A1.4 Total amount and intensity of non-hazardous waste generatedTotal non-hazardous waste5Tonnes216.70 Non-hazardous waste intensityTonnes / Revenue per RMB 100 million2.15 A2 A2.1 Total direct and indirect energy consumption and intensity by typeIndirect energy consumptionPurchased electricityKWh10,203,834.46Indirect energy consumption intensityKwh / Revenue per RMB million1,011.72 A2 Direct energy consumptionDiesel fuel consumptionKWh111,095.88Gasoline consumptionKWh184,734.10Direct energy consumptionKWh295,829.99 Direct energy consumption intensityKwh / Revenue per RMB million29.33Total energy consumptionKWh10,499,664.45Total energy consumption intensityKwh / Revenue per RMB million1,041.05A2.2 Water consumption and intensityTotal water consumptionCubic meters28,586.31Total water consumption intensityCubic meters / Revenue per RMB 100 million283.44A2.5 Total packaging material used for finished products and with reference to per unit producedPaper shopping bagsKilogram19,922.00Plastic shopping bagsKilogram46,463.15Paper-based logistics packaging materialsKilogram4,855,166.30Plastic-based logistics packaging materialsKilogram140,555.70Total amount of packaging materials consumptionTonnes5,062.11 Intensity of the packaging material consumptionTonnes / Revenue per RMB 100 million50.19B: SocialB1B1.1 Number of employees: by gender, employment type, age group and regionTotal number of employeesPeople3,372By employment typeFulltimePeople3,372By functionProduct development and supply chain managementPeople668 General and administrativePeople482 OperationsPeople1,614 Sales and marketingPeople208 TechnologyPeople218 Business developmentPeople102 Logistics People80 By gender6Male%41.1Women%58.9 AspectKey Performance IndicatorsUnit2022 DataEmissions (particulates, sulfur dioxide and nitrogen oxide) are mainly from emissions from the use of corporate vehicles, of which the calculation of corporate vehicle emissions is based on HKEX Appendix II: Reporting Guidance on Environmental KPIs.Scope 1 greenhouse gas emissions are mainly generated from fossil fuel consumption (gasoline and diesel) during operation, while the calculation refers to Greenhouse Gas Emission Accounting Methodology and Reporting Guidelines for Public Building Operators (Enterprises) (for trial implementation) issued by the General Office of the National Development and Reform Commission of China, and HKEX Appendix II: Reporting Guidance on Environmental KPIs.Scope 2 greenhouse gas emissions are mainly generated from purchased electricity consumed in the Group’s operation. The electricity emission factor for China is 0.5810 tCO2/MWh, which is adopted from the Guidelines on Enterprises Greenhouse Gas Emissions Accounting and Reporting – Power Generation Facilities” (Revision 2021). The electricity emission factors for oversea regions are from BP Statistical Review of World Energy and Ember Global Electricity Review (2022).Mainly made of waste light bulb, used printer cartridges and ink cartridges.Mainly made of office waste and food waste in the administrative office area.1 2345 |
| 76 / Appendix75 / 2022 Environmental, Social and Governance Report B1By age629 years old and below%51.130-49 years old%48.250 years old and above%0.7By geographical region China%58.6Overseas countries%41.4B1.2 Employee turnover rate7: by gender, age group and geographical regionOverall employee turnover rate8%37.7By gender6Male%37.5Women%35.8By age629 years old and below%38.130-49 years old%34.450 years old and above%53.3By geographical region8China%36.5Asia (except China)%39.7B2B2.1 Number and rate of work-related fatalities occurred in each of the past three years including the reporting yearNumber of work-related fatalitiesPeopleNot involvedRate of work-related fatalities%Not involvedB2.2 Lost days due to work injuryNumber of working days lost due to work-related injuriesHours701B3B3.1 Percentage of employees trained by gender and employee category9Percentage of employees trained%100Percentage of employees trained by genderMale%100Female%100Percentage of employees trained by rankSenior management level%100Middle management level%100General employees%100 AspectKey Performance IndicatorsUnit2022 Data B3B3.2 The average training hours completed per employee by gender and employee category9Average training hours for employeesHour18.0Average number of hours of training for male and female employeesMale employees average training hoursHour18.0 Female employees average training hoursHour18.0 Average number of training hours by rankSenior management levelHour15.4 Middle manager levelHour17.8 General employeesHour18.2 B5B5.1 Number of suppliers by geographical regionTotal number of suppliersNumber1,158Suppliers in ChinaNumber1,145Suppliers in overseas countries and regionsNumber13B6B6.1 Percentage of the total products sold or shipped subject to recalls for safety and or health reasonsPercentage of total products sold or shipped that are subject to recall for safety and or health reasons%0.0002B6.2 Number of products and service related complaints receivedTotal number of customer complaints receivedCase3,413Total number of customer complaints received - product complaintsCase1,032Total number of customer complaints received - service complaintsCase2,381B7B7.1 Number of concluded legal cases regarding corrupt practices brought against the issuer or its employees during the Reporting Period and the outcomes of the casesLegal cases regarding corrupt practicesCaseNot involvedB7.3 Anti-Corruption training provided to directors and employeesEmployees at the senior management level and above who have received training related to anti-corruption policiesNumber of participants53Anti-corruption training for staff, and employees of partnersPerson-time33,073B8B8.2 Resources contributed to the focus areaCommunity Investment and Charity - Total annual expenditures for cash donatedTen thousand RMB30.00Community Investment and Charity - Total annual expenditures for goods DonationTen thousand RMB503.96Employee participation in charity/volunteer activities Hour672.00The scope of the statistics is for employees in China. Since the information related to overseas employees involves the cross-border transfer of sensitive personal information, it is not disclosed for the current Reporting Period.Turnover rate calculation formula: Employee turnover rate = number of employees leaving employment / (number of employees at the beginning of the Reporting Period + number of new hires for the year).umber of new hires for the year).The scope is for employees in Asia.The scope is for employees in China. AspectKey Performance IndicatorsUnit2022 Data6789 |
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