6-K - MNSO - Equibles

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 December 2024

Commission File Number: 001-39601

MINISO Group Holding Limited

8F, M Plaza, No. 109, Pazhou Avenue

Haizhu District, Guangzhou 510000, Guangdong Province

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x           Form 40-F  ¨

Exhibit Index

Exhibit 99.1 —	Press Release — MINISO Group Announces September Quarter and First Nine Months of 2024 Unaudited Financial Results
Exhibit 99.2 —	Announcement with the Stock Exchange of Hong Kong Limited — Inside Information — Unaudited Financial Results for the Three<br>Months and the Nine Months Ended September 30, 2024
Exhibit 99.3 —	Announcement with the Stock Exchange of Hong Kong Limited — Continuing Connected Transactions And Termination of Existing Continuing<br>Connected Transactions

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MINISO Group Holding Limited
By	:	/s/ Jingjing Zhang
Name	:	Jingjing Zhang
Title	:	Chief Financial Officer

Date: December 2, 2024

Exhibit 99.1

MINISO Group Announces September Quarterand First Nine Months of 2024 Unaudited Financial Results

GUANGZHOU, China, November 29, 2024 /PRNewswire/ -- MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global value retailer offering a variety of trendy lifestyle products featuring IP design, today announced its unaudited financial results for the quarter and the nine months ended September 30, 2024.

Financial Highlights

Highlights for the Nine Months Ended September 30,2024

·	Revenue in the first nine months of 2024 was RMB12,281.3 million<br>(US$1,750.1 million), increasing 22.8% year over year.
·	Gross profit increased 34.1% year over year to RMB5,419.8 million<br>(US$772.3 million).
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·	Gross margin was 44.1%, compared to 40.4% in the same period of 2023.
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·	Operating profit increased 14.3% year over year to RMB2,347.4 million<br>(US$334.5 million).
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·	Profit for the period increased 11.6% year over year to RMB1,825.7<br>million (US$260.2 million).
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·	Adjusted net profit^(1)^ **** increased 13.7% year<br>over year to RMB1,928.1 million (US$274.8 million). Adjusted net profit for the first nine months of 2024 included a net foreign exchange<br>loss of RMB21.7 million (US$3.1 million), compared to a net foreign exchange gain of RMB47.8 million in the same period of last year.<br>Excluding net foreign exchange loss and gain, adjusted net profit would have increased 18.3% year over year.
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·	Adjusted net margin^(1)^was 15.7%, compared to 17.0%<br>in the same period of 2023. Excluding net foreign exchange loss and gain, adjusted net profit margin would have been 15.9%, compared to<br>16.5% in the same period of 2023.
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·	Adjusted EBITDA^(1)^ increased 20.6% year over year<br>to RMB3,107.1 million (US$442.8 million).
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·	Adjusted EBITDA margin^(1)^was 25.3%, compared to<br>25.8% in the same period of 2023.
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·	Cash position^(2)^ was RMB6,284.1 million (US$895.5<br>million) as of September 30, 2024, compared to RMB6,887.0 million as of December 31, 2023.
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·	Net cash from operating activities was RMB2,031.1 million (US$289.4<br>million). Capital expenditure was RMB565.5 million (US$80.6 million) and free cash flow was RMB1,465.6 million (US$208.8 million) in the<br>first nine months of 2024.
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Highlights for September Quarter

·	Revenue was RMB4,522.6 million (US$644.5 million), increasing 19.3%<br>year over year.
·	Gross profit increased 28.2% year over year to RMB2,030.0 million<br>(US$289.3 million).
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·	Gross margin was 44.9%, another record high for the Company, compared<br>to 41.8% in the same period of 2023.
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·	Operating profit increased 8.2% year over year to RMB852.6 million<br>(US$121.5 million).
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·	Profit for the period increased 4.9% year over year to RMB648.3 million<br>(US$92.4 million).
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·	Adjusted net profit^(1)^ **** increased 6.9% year<br>over year to RMB686.2 million (US$97.8 million).
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·	Adjusted net margin^(1)^was 15.2%, compared to 16.9%<br>in the same period of 2023.
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·	Adjusted EBITDA^(1)^ increased 12.4% year over year<br>to RMB1,139.8 million (US$162.4 million).
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·	Adjusted EBITDA margin^(1)^was 25.2%, compared to<br>26.8% in the same period of 2023.
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·	Basic and diluted earnings per ADS both increased 6.1% year over<br>year to RMB2.08(US$0.30).
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·	Adjusted basic and diluted earnings per ADS^(1)^ both<br>increased 7.8% year over year to RMB2.20 (US$0.31).
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Operational Highlights

·	Total number of stores on group level was 7,420 as of September 30,<br>2024, an increase of 859 net new stores in the first nine months of 2024.
·	Number of MINISO stores was 7,186 as of September 30, 2024,<br>an increase of 773 net new stores in the first nine months of 2024.
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·	Number of MINISO stores in mainland China was 4,250 as of September 30,<br>2024, a net increase of 324 in the first nine months of 2024, compared to 3,926 as of December 31, 2023.
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·	Number of MINISO stores in overseas markets was 2,936 as of September 30,<br>2024, a net increase of 449 in the first nine months of 2024, compared to 2,487 as of December 31, 2023.
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·	Number of TOP TOY stores was 234 as of September 30, 2024, with<br>a record opening of 86 net new stores in the first nine months of 2024.
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Notes:

(1)	See the sections titled “Non-IFRS Financial Measures” and “Reconciliation of Non-IFRS<br>Financial Measures” in this press release for more information.
(2)	“Cash position” refers to the combined balance of the Company’s cash and cash equivalents,<br>restricted cash, term deposits with original maturity over three months, and other investments recorded as current assets.
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The following table provides a breakdown of the Company’s store network and its growth. The directly operated stores of the Company has more than doubled from a year ago. For the first nine months of 2024, the Company had a net increase of 202 directly operated stores, 184 of which were located in overseas markets.

	As of
	September 30,<br><br> 2023		December 31,<br><br> 2023		September 30,<br><br> 2024		YoY		Year to Date^(3)^
Number of MINISO stores^(1)^		6,115		6,413		7,186		1,071		773
Mainland China		3,802		3,926		4,250		448		324
—Directly operated stores		20		26		29		9		3
—Third-party stores		3,782		3,900		4,221		439		321
Overseas		2,313		2,487		2,936		623		449
—Directly operated stores		202		238		422		220		184
—Third-party stores		2,111		2,249		2,514		403		265
Number of TOP TOY stores^(2)^		122		148		234		112		86
—Directly operated stores		9		14		29		20		15
—Third-party stores		113		134		205		92		71

Notes:

(1) “MINISO stores” refers to the offline stores operated under the “MINISO” brand, including those directly operated by the Company, and those operated by third parties under the MINISO Retail Partner model and the distributor model.

(2) “TOP TOY stores” refers to the offline stores operated under the “TOP TOY” brand, including those directly operated by the Company, and those operated by third parties under the MINISO Retail Partner model.

(3) “Year to Date” refers to the nine months ended September 30, 2024.

Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, “MINISO's global footprints continue to expand steadily. As of September 30, 2024, the Group's total number of stores reached 7,420 with a net increase of 859 stores in the first nine months of 2024, representing only one step away from our annual target of 900 to 1,100 net new stores. Both the net growth of stores of MINISO overseas and TOP TOY for the first nine months of 2024 exceeded their net growth of stores for the whole year of 2023. On the group level, revenue grew 23% year over year to RMB12.28 billion, mainly attributable to 19% growth in average store count and low-single digit same-store sales growth. We are well on track to reach our annual target.”

“In the past September, we entered into share purchase agreements to acquire 29.4% stake in Yonghui Superstores Co., Ltd. (the "Yonghui"). We believe that the retail industry will have two important trends going forward, including quality retailing and interest-driven consumption, which require enterprises to emphasize more on product innovation and consumer experience. Despite short-term macro headwinds and uncertainties, MINISO Group remains focused on our long-term strategies, especially IP strategy and globalization strategy, leveraging global store network, global design capabilities and global supply chain integration capabilities to bring joy and happiness to our consumers around the world. Meanwhile, MINISO's core business is committed to its five-year development plan. Moving forward, MINISO Group will stick to our dividend policy of paying out no less than 50% of adjusted net profit each year. We will continue to carry out dynamic share buybacks to bring predictable returns to the Company's shareholders.” Mr. Ye continued.

Mr. Eason Zhang, CFO of MINISO, commented, “Thanks to higher overseas revenue contribution and MINISO brand upgrade, the Company's gross margin for the first nine months of 2024 reached 44.1%, representing 3.7 percentage points increase year over year. Overseas revenue contribution increased from 32% last year to 37% this year. With effective execution of IP strategy, each of our business segment had improvement in gross margin, especially MINISO overseas and TOP TOY both had middle to high single digit improvement. We continue to invest in strategic markets, especially the U.S. market. As of September 30, 2024, our overseas directly operated stores has more than doubled from a year ago. Despite that our overseas markets are at investment stage, our margins maintained at healthy level under effective expenses control. For the first nine months of 2024, adjusted net margin was 15.7% while adjusted EBITDA margin was 25.3%. We believe that our margins will gradually stabilize under lean operation and disciplined expense management.

MINISO Group generated RMB2.03 billion net cash from operating activities and RMB1.47 billion free cash flow for the first nine months of 2024. As of September 30, 2024, our cash position was RMB6.28 billion. Turning to capital allocation, the Company has distributed over RMB600 million cash dividends at the end of September this year. From year to date, the Company has returned about RMB1.6 billion to shareholders through dividends and share buybacks. Our capital allocation strategy will continue to balance growth of the Company and our commitment to bring stable and foreseeable returns to shareholders.”

“We published the notice of the extraordinary shareholder meeting (the "EGM") regarding the stake transaction of Yonghui last Friday, announcing the convening of EGM on January 17, 2025. So far, the transaction is moving forward as planned and is expected to be closed during the first half of 2025. It is expected that no more than 40% of consideration for the transaction will be funded by internal financial resources. We will leverage borrowing facilities to optimize capital structure and enhance our return on capital while maintain strong cash reserves. Our financial strategy will remain disciplined in terms of budgeting, cost controls and capital allocation as we are committed to delivering stable profit and healthy cash flows.” Mr. Zhang concluded.

Unaudited Financial Results for the Nine MonthsEnded September 30, 2024

Revenue was RMB12,281.3 million (US$1,750.1 million), representing an increase of 22.8% year over year, primarily driven by an 18.5% year-over-year increase in average store count, and a low-single digit same-store sales growth on group level.

Revenue from mainland China increased by 14.0% to RMB7,738.4 million (US$1,102.7 million), including (i) an increase of 11.8% in revenue from MINISO’s offline stores in mainland China, which was primarily due to a 14.7% year-over-year growth in average store count, while same-store sales down mid-single digit compared to prior year’s level, and (ii) an increase of 42.5% in revenue from TOP TOY, which was powered by a mid-single digit same-store sales growth and a rapid growth in average store count.

Revenue from overseas markets increased 41.5% to RMB4,542.9 million (US$647.4 million). The year-over-year increase was primarily due to an increase of 22.5% in average store count, coupled with a high-single digit same-store sales growth. Revenue from overseas markets contributed 37.0% of the Company’s total revenue for the first nine months of 2024, compared to 32.1% for the same period in 2023.

For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.

Costof sales was RMB6,861.6 million (US$977.8 million), representing an increase of 15.2% year over year.

Grossprofit was RMB5,419.8 million (US$772.3 million), representing an increase of 34.1% year over year.

Grossmargin was 44.1%, with an increase of 3.7 percentage points. The year-over-year increase was primarily due to (i) higher revenue contribution from overseas directly operated markets, which accounted for 19.9% of group revenue in the first nine months of 2024, compared to 14.9% in the same period of 2023 on a comparable basis^(1)^, and (ii) improved gross margin of TOP TOY brand, due to a shift in product mix towards more profitable products.

Sellingand distribution expenses were RMB2,518.5 million (US$358.9 million), increased by 61.6% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB2,457.8 million (US$350.2 million), increased by 62.7% year over year. The year-over-year increase was mainly attributable to the Company’s investments into directly operated stores both in mainland China and overseas markets to pursue the future success of the Company’s business, especially in strategic overseas markets such as the U.S. market. For the first nine months of 2024, revenue from directly operated stores increased 103.7%, while related expenses including rental and related expenses, depreciation and amortization expenses and payroll excluding share-based compensation expenses increased 75.2%. For the first nine months of 2024, we added 18 and 184 directly operated store in mainland China and overseas markets, respectively. Promotion and advertising expenses increased 38.4%, as a percentage of revenue stabilizing at around 3% in both comparative periods. Licensing expenses increased 38.0%, due to the Company’s growing IP library and enriched offerings of IP products. Logistics expenses increased 52.3%, mainly reflecting the rising freight costs caused by the tension in international shipping.

Generaland administrative expenses were RMB654.8 million (US$93.3 million), increased by 33.6% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB613.1 million (US$87.4 million), increased by 28.1% year over year. The year-over-year increase was primarily due to the increase in personnel-related expenses in relation to the growth of the Company’s business.

Othernet income was RMB78.5 million (US$11.2 million), compared to RMB42.2 million in the same period of 2023. The year-over-year increase was mainly due to an increase in investment income in wealth management products and an increase in fair value of an investment, partially offset by a net foreign exchange loss.

Operatingprofit was RMB2,347.4 million (US$334.5 million), representing an increase of 14.3% year over year.

Netfinance income was RMB41.9 million (US$6.0 million), compared to RMB120.1 million in the same period of 2023. The year-over-year decrease was mainly due to (i) a decrease of RMB50.2 million in finance income as a result of reduced bank deposit principal and lower interest rate, and (ii) an increase of RMB28.1 million in finance costs due to an increase in lease liabilities, in line with the Company’s investment in directly operated stores.

Profitfor the period was RMB1,825.7 million (US$260.2 million), compared to RMB1,636.2 million in the same period of 2023, representing an increase of 11.6% year over year.

Adjustednet profit, which represents profit for the period excluding equity-settled share-based payment expenses, was RMB1,928.1 million (US$274.8 million), representing an increase of 13.7% year over year. Adjusted net profit included a net foreign exchange loss of RMB21.7 million (US$3.1 million) for the first nine months of 2024, compared to a net foreign exchange gain of RMB47.8 million in the same period of last year. Excluding net foreign exchange loss and gain, adjusted net profit would have increased 18.3% year over year.

Adjustednet margin was 15.7%, compared to 17.0% in the same period of 2023. Excluding net foreign exchange loss and gain, adjusted net margin would have been 15.9%, compared to 16.5% in the same period of 2023.

AdjustedEBITDA increased 20.6% year over year to RMB3,107.1 million (US$442.8 million).

AdjustedEBITDA margin was 25.3%, compared to 25.8% in the same period of 2023.

Basicearnings per ADS increased 12.3% year over year to RMB5.84 (US$0.83), compared to RMB 5.20 in the same period of 2023.

Dilutedearnings per ADS increased 12.4% year over year to RMB5.80 (US$0.83), compared to RMB 5.16 in the same period of 2023.

Adjustedbasic earnings per ADS increased 14.1% year over year to RMB6.16 (US$0.88), compared to RMB5.40 in the same period of 2023.

Adjusteddiluted earnings per ADS increased 14.2% year over year to RMB6.12 (US$0.87), compared to RMB5.36 in the same period of 2023.

Cashposition, which was the combined balance of the Company’s cash and cash equivalents, restricted cash, term deposits, and other investments recorded as current assets was RMB6,284.1 million (US$895.5 million) as of September 30, 2024, compared to RMB6,887.0 million as of December 31, 2023.

Netcash from operating activities was RMB2,031.1 million (US$289.4 million). Capital expenditure was RMB565.5 million (US$80.6 million) and free cash flow was RMB1,465.6 million (US$208.8 million) in the first nine months of 2024.

Unaudited Financial Results for the September Quarter2024

Revenue was RMB4,522.6 million (US$644.5 million), representing an increase of 19.3% year over year.

Revenue from mainland China increased by 8.7% year over year, primarily driven by (i) an increase of 5.7% in revenue from MINISO brand in mainland China, and (ii) an increase of 50.4% in revenue from TOP TOY.

Revenue from overseas markets increased 39.8% to RMB1,810.9 million (US$258.1 million), primarily driven by (i) an increase of 55.4% in revenue from overseas directly operated markets on a comparable basis^(1)^, and (ii) an increase of 26.5% in revenue from overseas distributor markets on a comparable basis^(1)^.

For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.

Costof sales was RMB2,492.6 million (US$355.2 million), representing an increase of 12.9% year over year.

Grossprofit was RMB2,030.0 million (US$289.3 million), representing an increase of 28.2% year over year.

Grossmargin was 44.9%, an increase of 3.1 percentage points year over year.

Sellingand distribution expenses were RMB996.5 million (US$142.0 million), representing an increase of 55.5% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB977.2 million (US$139.3 million), representing an increase of 57.4% year over year.

Generaland administrative expenses were RMB236.2 million (US$33.7 million), representing an increase of 38.5% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB217.6 million (US$31.0 million), representing an increase of 30.4% year over year.

Othernet income was RMB36.8 million (US$5.2 million), compared to RMB1.0 million in the same period of 2023. The year-over-year increase was mainly due to an increase in investment income in wealth management products and an increase in fair value of an investment, partially offset by a net foreign exchange loss.

Operatingprofit was RMB852.6 million (US$121.5 million), representing an increase of 8.2% year over year.

Netfinance income was RMB7.8 million (US$1.1 million), compared to RMB57.9 million in the same period of last year. The year-over-year decrease was mainly due to (i) a decrease of RMB44.3 million in finance income as a result of reduced bank deposit principal and lower interest rate, and (ii) an increase of RMB5.7 million in finance costs due to an increase in lease liabilities, in line with the Company’s investment in directly operated stores.

Profitfor the period was RMB648.3 million (US$92.4 million), representing an increase of 4.9% year over year.

Adjustednet profit, which represents profit for the period excluding equity-settled share-based payment expenses, was RMB686.2 million (US$97.8 million), representing an increase of 6.9% year over year.

Adjustednet margin was 15.2%, compared to 16.9% in the same period of 2023.

AdjustedEBITDA was RMB1,139.8 million (US$162.4 million), representing an increase of 12.4% year over year.

AdjustedEBITDA margin was 25.2%, compared to 26.8% in the same period of 2023.

Basicand diluted earnings per ADS were both RMB2.08 (US$0.30), representing an increase of 6.1% year over year from RMB1.96 in the same period of 2023.

Adjustedbasic and diluted earnings per ADS were both RMB2.20 (US$0.31), representing an increase of 7.8% year over year from RMB2.04 in the same period of 2023.

Note:

(1) “Comparable basis” refers to the basis that excludes the impacts from market transitions from overseas distributor markets to directly operated markets, or vice versa.

Conference Call

The Company’s management will hold an earnings conference call at 4:00 A.M. Eastern Time on Friday, November 29, 2024 (5:00 P.M. Beijing Time on the same day) to discuss the financial results. Simultaneous interpretation in English will be provided during the conference call. The conference call can be accessed by the following Zoom link or dialing the following numbers:

Access 1

Join Zoom meeting.

Zoom link: https://zoom.us/j/95133958059?pwd=lm4fHDsWTXEaqHF4VsGl7gWrIhe5iS.1

Meeting Number: 951 3395 8059

Meeting Passcode: 9896

Access 2

Listeners may access the call by dialing the following numbers with the same meeting number and passcode with access 1.

United States:	+1 689 278 1000 (or +1 719 359 4580)
Hong Kong, China:	+852 5803 3730 (or +852 5803 3731)
United Kingdom:	+44 203 481 5237 (or +44 131 460 1196)
France:	+33 1 7037 9729 (or +33 1 7037 2246)
Singapore:	+65 3158 7288 (or +65 3165 1065)
Canada:	+1 438 809 7799 (or +1 204 272 7920)

Access 3

Listeners can also access the meeting through the Company’s investor relations website at https://ir.miniso.com/.

The replay will be available approximately two hours after the conclusion of the live event at the Company’s investor relations website at https://ir.miniso.com/.

About MINISO Group

MINISO Group is a global value retailer offering a variety of trendy lifestyle products featuring IP design. 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/.

Exchange Rate

The U.S. dollar (US$) amounts disclosed in this press release, except for those transaction amounts that were actually settled in U.S. dollars, are presented solely for the convenience of the readers. The conversion of Renminbi (RMB) into US$ in this press release is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of September 30, 2024, which was RMB7.0176 to US$1.0000. The percentages stated in this press release are calculated based on the RMB amounts.

Non-IFRS Financial Measures

In evaluating the business, MINISO considers and uses adjusted net profit, adjusted net margin, adjusted EBITDA, adjusted EBITDA margin, adjusted basic and diluted net earnings per share and adjusted basic and diluted net earnings per ADS as supplemental measures to review and assess its operating performance. The presentation of these 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. MINISO defines adjusted net profit as profit for the period excluding equity-settled share-based payment expenses. MINISO calculates adjusted net margin by dividing adjusted net profit by revenue for the same period. MINISO defines adjusted EBITDA as adjusted net profit plus depreciation and amortization, finance costs and income tax expense. Adjusted EBITDA margin is computed by dividing adjusted EBITDA by revenue for the period. MINISO computes adjusted basic and diluted net earnings per ADS by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of ADSs represented by the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis. MINISO computes adjusted basic and diluted net earnings per share in the same way as it calculates adjusted basic and diluted net earnings per ADS, except that it uses the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis as the denominator instead of the number of ADSs represented by these ordinary shares.

MINISO presents these non-IFRS financial measures because they are used by the management to evaluate its operating performance and formulate business plans. These non-IFRS financial measures enable the management to assess its operating results without considering the impacts of the aforementioned non-cash and other adjustment items that MINISO does not consider to be indicative of its operating performance in the future. Accordingly, MINISO believes that the use of these non-IFRS financial measures provides useful information to investors and others in understanding and evaluating its operating results in the same manner as the management and board of directors.

These non-IFRS financial measures are not defined under IFRS and are not presented in accordance with IFRS. These non-IFRS financial measures have limitations as analytical tools. One of the key limitations of using these non-IFRS financial measures is that they do not reflect all items of income and expense that affect MINISO’s operations. Further, these non-IFRS financial measures may differ from the non-IFRS information used by other companies, including peer companies, and therefore their comparability may be limited.

These non-IFRS financial measures should not be considered in isolation or construed as alternatives to profit, net profit margin, basic and diluted earnings per share and basic and diluted earnings per ADS, as applicable, or any other measures of performance or as indicators of MINISO’s operating performance. Investors are encouraged to review MINISO’s 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 measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting the usefulness of such measures when analyzing MINISO’s data comparatively. MINISO encourages you to review its financial information in its entirety and not rely on a single financial measure.

For more information on the non-IFRS financial measures, please see the table captioned “Reconciliation of Non-IFRS Financial Measures” set forth at the end of this press release.

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. Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain forward-looking statements. MINISO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”) and The Stock Exchange of Hong Kong Limited (the “HKEX”), 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 HKEX. 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:

Email: [email protected]

Phone: +86 (20) 36228788 Ext.8039

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands)

	As at		As at
	December 31, 2023		September 30, 2024
	(Audited)		(Unaudited)
	RMB’000		RMB’000		US’000
ASSETS
Non-current assets
Property, plant and equipment		769,306		1,277,392
Right-of-use assets		2,900,860		3,843,144
Intangible assets		19,554		10,191
Goodwill		21,643		22,029
Deferred tax assets		104,130		115,147
Other investments		90,603		120,450
Trade and other receivables		135,796		195,405
Prepayments		-		72,000
Term deposits		100,000		104,075
Interests in equity-accounted investees		15,783		34,365
		4,157,675		5,794,198
Current assets
Other investments		252,866		3,612,614
Inventories		1,922,241		2,297,067
Trade and other receivables		1,518,357		1,759,469
Cash and cash equivalents		6,415,441		1,716,150
Restricted cash		7,970		618,931
Term deposits		210,759		336,393
		10,327,634		10,340,624
Total assets		14,485,309		16,134,822

All values are in US Dollars.

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ****

(CONTINUED)

(Expressed in thousands)

	As at		As at
	December 31, 2023		September 30, 2024
	(Audited)		(Unaudited)
	RMB’000		RMB’000		US’000
EQUITY
Share capital		95		95
Additional paid-in capital		6,331,375		4,942,844
Other reserves		1,114,568		1,047,906
Retained earnings		1,722,157		3,534,024
Equity attributable to equity shareholders of the Company		9,168,195		9,524,869
Non-controlling interests		23,022		40,094
Total equity		9,191,217		9,564,963
LIABILITIES
Non-current liabilities
Contract liabilities		40,954		35,736
Loans and borrowings		6,533		5,911
Other payables		12,411		45,518
Lease liabilities		797,986		1,608,605
Deferred income		29,229		35,548
		887,113		1,731,318
Current liabilities
Contract liabilities		324,028		381,289
Loans and borrowings		726		739
Trade and other payables		3,389,826		3,674,473
Lease liabilities		447,319		482,256
Deferred income		6,644		6,573
Current taxation		238,436		293,211
		4,406,979		4,838,541
Total liabilities		5,294,092		6,569,859
Total equity and liabilities		14,485,309		16,134,822

All values are in US Dollars.

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

(Expressed in thousands, except for per ordinary share and per ADS data)

****	Three months ended September 30,							****	Nine months ended September 30,							****
****	2023		****	2024				****	2023		****	2024				****
****	(Unaudited)		****	(Unaudited)				****	(Unaudited)		****	(Unaudited)				****
	RMB’000			RMB’000			US ’000		RMB’000			RMB’000			US ’000
Revenue		3,791,154			4,522,577					9,997,484			12,281,320
Cost of sales		(2,207,456	)		(2,492,601	)		)		(5,956,394	)		(6,861,558	)		)
Gross profit		1,583,698			2,029,976					4,041,090			5,419,762
Other income		13,437			5,327					17,061			18,025
Selling and distribution expenses		(640,889	)		(996,461	)		)		(1,558,855	)		(2,518,549	)		)
General and administrative expenses		(170,552	)		(236,208	)		)		(490,257	)		(654,781	)		)
Other net income		953			36,758					42,209			78,454
Reversal of credit loss on trade and other receivables		1,666			13,170					6,454			9,564
Impairment loss on non-current assets		-			-					(3,448	)		(5,104	)		)
Operating profit		788,313			852,562					2,054,254			2,347,371
Finance income		69,366			25,067					149,907			99,673
Finance costs		(11,481	)		(17,227	)		)		(29,758	)		(57,822	)		)
					-					-			-
Net finance income		57,885			7,840					120,149			41,851
Share of profit of an equity-accounted investees, net of tax		-			2,009					-			2,310
Profit before taxation		846,198			862,411					2,174,403			2,391,532
Income tax expense		(227,923	)		(214,090	)		)		(538,210	)		(565,832	)		)
Profit for the period		618,275			648,321					1,636,193			1,825,700
Attributable to:
Equity shareholders of the Company		612,591			641,765					1,617,427			1,811,867
Non-controlling interests		5,684			6,556					18,766			13,833
Earnings per share for ordinary shares
-Basic		0.49			0.52					1.30			1.46
-Diluted		0.49			0.52					1.29			1.45
Earnings per ADS
(Each ADS represents 4 ordinary shares)
-Basic		1.96			2.08					5.20			5.84
-Diluted		1.96			2.08					5.16			5.80

All values are in US Dollars.

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME (CONTINUED)

(Expressed in thousands)

****	Three months ended September 30,						Nine months ended September 30,
****	2023		****	2024			2023		2024
****	(Unaudited)		****	(Unaudited)			(Unaudited)		(Unaudited)
	RMB’000			RMB’000		US ’000	RMB’000		RMB’000		US ’000
Profit for the period		618,275			648,321			1,636,193		1,825,700
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of financial statements of foreign operations		(17,880	)		8,863			36,952		15,708
Other comprehensive (loss)/income for the period		(17,880	)		8,863			36,952		15,708
Total comprehensive income for the period		600,395			657,184			1,673,145		1,841,408
Attributable to:
Equity shareholders of the Company		596,574			645,096			1,653,673		1,823,139
Non-controlling interests		3,821			12,088			19,472		18,269

All values are in US Dollars.

MINISOGROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES

(Expressed in thousands, except for per share, per ADS data and percentages)

****	Three months ended September 30,							****	Nine months ended September 30,							****
****	2023		****	2024				****	2023		****	2024				****
****	(Unaudited)		****	(Unaudited)				****	(Unaudited)		****	(Unaudited)				****
	RMB’000			RMB’000			US’000		RMB’000			RMB’000			US’000
Reconciliation of profit for the period to adjusted net profit:
Profit for the period		618,275			648,321					1,636,193			1,825,700
Add back:
Equity-settled share-based payment expenses		23,769			37,883					60,071			102,390
Adjusted net profit		642,044			686,204					1,696,264			1,928,090
Adjusted net margin		16.9	%		15.2	%		%		17.0	%		15.7	%		%
Attributable to:
Equity shareholders of the Company		636,360			679,461					1,677,498			1,913,891
Non-controlling interests		5,684			6,743					18,766			14,199
Adjusted net earnings per share^(1)^
-Basic		0.51			0.55					1.35			1.54
-Diluted		0.51			0.55					1.34			1.53
Adjusted net earnings per ADS (Each ADS represents 4 ordinary shares)
-Basic		2.04			2.20					5.40			6.16
-Diluted		2.04			2.20					5.36			6.12
Reconciliation of adjusted net profit for the period to adjusted EBITDA:
Adjusted net profit		642,044			686,204					1,696,264			1,928,090
Add back:
Depreciation and amortization		132,868			222,259					311,872			555,390
Finance costs		11,481			17,227					29,758			57,822
Income tax expense		227,923			214,090					538,210			565,832
Adjusted EBITDA		1,014,316			1,139,780					2,576,104			3,107,134
Adjusted EBITDA margin		26.8	%		25.2	%		%		25.8	%		25.3	%		%

All values are in US Dollars.

Note:

(1) Adjusted basic and diluted net earnings per share are computed by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis.

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

(Expressed in thousands, except for percentages)

	Three months ended September 30,								Nine months ended September 30,
	2023		2024			YoY			2023		2024			YoY
	RMB’000		RMB’000		US’000				RMB’000		RMB’000		US’000
Revenue
Mainland China		2,495,777		2,711,673			8.7	%		6,786,431		7,738,402			14.0	%
-MINISO Brand^(1)^		2,306,566		2,438,555			5.7	%		6,259,026		7,031,354			12.3	%
-TOP TOY Brand		180,664		271,645			50.4	%		491,531		700,417			42.5	%
-Others^(2)^		8,547		1,473			(82.8	)%		35,874		6,631			(81.5	)%
Overseas		1,295,377		1,810,904			39.8	%		3,211,053		4,542,918			41.5	%
		3,791,154		4,522,577			19.3	%		9,997,484		12,281,320			22.8	%

All values are in US Dollars.

Notes:

(1) “MINISO Brand” refers to the revenue generated from MINISO brand including revenue from offline stores, e-commerce and others in mainland China.

(2) “Others” refers to revenue generated from other operating segments such as “WonderLife”, which was a secondary brand targeting on lower-tier cities in mainland China, aggregated and presented as “others”. As the MINISO brand increasingly penetrated into lower-tier cities in mainland China, “WonderLife” has become marginalized.

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

NUMBER OF MINISO STORES IN MAINLAND CHINA

	As of
	September 30,<br><br> 2023		December 31,<br><br> 2023		September 30,<br><br> 2024		YoY		YTD^(1)^
By City Tiers
First-tier cities		499		522		563		64		41
Second-tier cities		1,554		1,617		1,771		217		154
Third- or lower-tier cities		1,749		1,787		1,916		167		129
Total		3,802		3,926		4,250		448		324

Note:

(1) “YTD” refers to the period starting from January 1, 2024 to September 30, 2024.

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

NUMBER OF MINISO STORES IN OVERSEAS MARKETS

	As of
	September 30,<br> 2023		December 31, <br> 2023		September 30,<br> 2024		YoY		YTD^(1)^
By Regions
Asia excluding China		1,264		1,333		1,572		308		239
North America		140		172		294		154		122
Latin America		514		552		598		84		46
Europe		218		231		260		42		29
Others		177		199		212		35		13
Total		2,313		2,487		2,936		623		449

Note:

(1) “YTD” refers to the period starting from January 1, 2024 to September 30, 2024.

Exhibit 99.2

HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.

MINISO Group HoldingLimited

名創優品集團控股有限公司

(A company incorporated inthe Cayman Islands with limited liability)

(Stock Code: 9896)

INSIDE INFORMATION

UNAUDITED FINANCIAL RESULTS

FOR THE THREE MONTHS AND NINEMONTHS ENDED

SEPTEMBER 30, 2024

This<br>announcement is issued pursuant to Rule 13.09 of the Rules Governing the Listing of the Securities on The Stock Exchange of<br>Hong Kong Limited and under Part XIVA of the Securities and Futures Ordinance (Cap. 571).
MINISO<br>Group Holding Limited (“MINISO” or the “Company”) is pleased to announce the unaudited condensed<br>consolidated results of the Company and its subsidiaries for the three months and nine months ended September 30, 2024.

The Company is pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries for the three months and nine months ended September 30, 2024 published in accordance with applicable rules of the U.S. Securities and Exchange Commission (the “SEC”).

Attached hereto as Schedule I is the full text of the press release issued by the Company on November 29, 2024 (Eastern Standard Time), in relation to the unaudited financial results for the three months and nine months ended September 30, 2024, some of which may constitute material inside information of the Company.

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. Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain forward-looking statements. MINISO may also make written or oral forward-looking statements in its periodic reports to the SEC and The Stock Exchange of Hong Kong Limited (the “HKEX”), 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 HKEX. All information provided in this announcement and in the attachments is as of the date of this announcement, and MINISO undertakes no obligation to update any forward-looking statement, except as required under applicable law.

The Company’s shareholders and potential investors are advised not to place undue reliance on the unaudited financial results for the three months and nine months ended September 30, 2024 and to exercise caution in dealing in securities in the Company.

By Order of the Board
MINISO Group Holding Limited Mr. YE Guofu
Executive Director and Chairman

Hong Kong, November 29, 2024

Asof the date of this announcement, the board of directors of the Company comprises Mr. YE Guofu as executive Director, Ms. XULili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.

SCHEDULE I

MINISO Group Announces September Quarterand First Nine Months of 2024 Unaudited Financial Results

GUANGZHOU, China, November 29, 2024/PRNewswire/－ MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global value retailer offering a variety of trendy lifestyle products featuring IP design, today announced its unaudited financial results for the quarter and the nine months ended September 30, 2024.

Financial Highlights

Highlights for the NineMonths Ended September 30, 2024

·	Revenue in the first nine months of 2024 was RMB12,281.3 million (US$1,750.1 million), increasing<br> 22.8% year over year.
·	Gross profit increased 34.1%<br> year over year to RMB5,419.8 million (US$772.3 million).
---	---
·	Gross margin was 44.1%, compared<br> to 40.4% in the same period of 2023.
---	---
·	Operating profit increased 14.3% year over year to RMB2,347.4 million (US$334.5 million).
---	---
·	Profit for the period increased 11.6% year over year to RMB1,825.7 million (US$260.2 million).
---	---
·	Adjusted net profit^(1)^ increased 13.7% year<br> over year to RMB1,928.1 million (US$274.8 million). Adjusted net profit for the first nine<br> months of 2024 included a net foreign exchange loss of RMB21.7 million (US$3.1 million),<br> compared to a net foreign exchange gain of RMB47.8 million in the same period of last year.<br> Excluding net foreign exchange loss and gain, adjusted net profit would have increased 18.3%<br> year over year.
---	---
·	Adjusted net margin^(1)^ was 15.7%, compared<br> to 17.0% in the same period of 2023. Excluding net foreign exchange loss and gain, adjusted<br> net profit margin would have been 15.9%, compared to 16.5% in the same period of 2023.
---	---
·	Adjusted EBITDA^(1)^ increased 20.6% year over<br> year to RMB3,107.1 million (US$442.8 million).
---	---
·	Adjusted EBITDA margin^(1)^ was<br> 25.3%, compared to 25.8% in the same period of 2023.
---	---
·	Cash position^(2)^ was RMB6,284.1 million<br> (US$895.5 million) as of September 30, 2024, compared to RMB6,887.0 million as of December 31,<br> 2023.
---	---
·	Net cash from operating activities was RMB2,031.1 million (US$289.4 million). Capital expenditure<br> was RMB565.5 million (US$80.6 million) and free cash flow was RMB1,465.6 million (US$208.8<br> million) in the first nine months of 2024.
---	---

Highlights for September Quarter

·	Revenue was RMB4,522.6 million<br> (US$644.5 million), increasing 19.3% year over year.
·	Gross profit increased 28.2%<br> year over year to RMB2,030.0 million (US$289.3 million).
---	---
·	Gross margin was 44.9%, another<br> record high for the Company, compared to 41.8% in the same period of 2023.
---	---
·	Operating profit increased<br> 8.2% year over year to RMB852.6 million (US$121.5 million).
---	---
·	Profit for the period increased<br> 4.9% year over year to RMB648.3 million (US$92.4 million).
---	---
·	Adjusted net profit^(1)^ <br> increased 6.9% year over year to RMB686.2 million (US$97.8 million).
---	---
·	Adjusted net margin^(1)^ was<br> 15.2%, compared to 16.9% in the same period of 2023.
---	---
·	Adjusted EBITDA^(1)^ increased<br> 12.4% year over year to RMB1,139.8 million (US$162.4 million).
---	---
·	Adjusted EBITDA margin^(1)^ was<br> 25.2%, compared to 26.8% in the same period of 2023.
---	---
·	Basic and diluted earnings per ADS both increased 6.1% year over year to RMB2.08(US$0.30).
---	---
·	Adjusted basic and diluted earnings per ADS^(1)^ both increased 7.8% year<br> over year to RMB2.20 (US$0.31).
---	---

Operational Highlights

·	Total number of stores on group level was 7,420 as of September 30, 2024, an increase of 859 net new stores in the<br> first nine months of 2024.
·	Number of MINISO stores was<br> 7,186 as of September 30, 2024, an increase of 773 net new stores in the first nine<br> months of 2024.
---	---
·	Number of MINISO stores in mainland China was 4,250 as of September 30, 2024, a net increase<br> of 324 in the first nine months of 2024, compared to 3,926 as of December 31, 2023.
---	---
·	Number of MINISO stores in overseas markets was 2,936 as of September 30, 2024, a net increase<br> of 449 in the first nine months of 2024, compared to 2,487 as of December 31, 2023.
---	---
·	Number of TOP TOY stores was<br> 234 as of September 30, 2024, with a record opening of 86 net new stores in the first<br> nine months of 2024.
---	---

Notes:

(1)	See<br> the sections titled “Non-IFRS Financial Measures” and “Reconciliation of<br> Non-IFRS Financial Measures” in this press release for more information.
(2)	“Cash<br> position” refers to the combined balance of the Company’s cash and cash equivalents,<br> restricted cash, term deposits with original maturity over three months, and other investments<br> recorded as current assets.
---	---

	As<br> of
	September<br> 30,<br> 2023		December<br> 31,<br> 2023		September<br> 30,<br> 2024		YoY		Year to<br> Date ^(3)^
Number of MINISO stores^(1)^		6,115		6,413		7,186		1,071		773
Mainland China		3,802		3,926		4,250		448		324
– Directly<br> operated stores		20		26		29		9		3
– Third-party<br> stores		3,782		3,900		4,221		439		321
Overseas		2,313		2,487		2,936		623		449
– Directly<br> operated stores		202		238		422		220		184
– Third-party<br> stores		2,111		2,249		2,514		403		265
Number of TOP TOY stores^(2)^		122		148		234		112		86
– Directly operated<br> stores		9		14		29		20		15
– Third-party<br> stores		113		134		205		92		71

Notes:

(1)	“MINISO<br> stores” refers to the offline stores operated under the “MINISO” brand,<br> including those directly operated by the Company, and those operated by third parties under<br> the MINISO Retail Partner model and the distributor model.
(2)	“TOP<br> TOY stores” refers to the offline stores operated under the “TOP TOY” brand,<br> including those directly operated by the Company, and those operated by third parties under<br> the MINISO Retail Partner model.
---	---
(3)	“Year to<br> Date” refers to the nine months ended September 30, 2024.
---	---

Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, “MINISO’s global footprints continue to expand steadily. As of September 30, 2024, the Group’s total number of stores reached 7,420 with a net increase of 859 stores in the first nine months of 2024, representing only one step away from our annual target of 900 to 1,100 net new stores. Both the net growth of stores of MINISO overseas and TOP TOY for the first nine months of 2024 exceeded their net growth of stores for the whole year of 2023. On the group level, revenue grew 23% year over year to RMB12.28 billion, mainly attributable to 19% growth in average store count and low-single digit same-store sales growth. We are well on track to reach our annual target.”

“In the past September, we entered into share purchase agreements to acquire 29.4% stake in Yonghui Superstores Co., Ltd. (the “Yonghui”). We believe that the retail industry will have two important trends going forward, including quality retailing and interest-driven consumption, which require enterprises to emphasize more on product innovation and consumer experience. Despite short-term macro headwinds and uncertainties, MINISO Group remains focused on our long-term strategies, especially IP strategy and globalization strategy, leveraging global store network, global design capabilities and global supply chain integration capabilities to bring joy and happiness to our consumers around the world. Meanwhile, MINISO’s core business is committed to its five-year development plan. Moving forward, MINISO Group will stick to our dividend policy of paying out no less than 50% of adjusted net profit each year. We will continue to carry out dynamic share buybacks to bring predictable returns to the Company’s shareholders.” Mr. Ye continued.

Mr. Eason Zhang, CFO of MINISO, commented, “Thanks to higher overseas revenue contribution and MINISO brand upgrade, the Company’s gross margin for the first nine months of 2024 reached 44.1%, representing 3.7 percentage points increase year over year. Overseas revenue contribution increased from 32% last year to 37% this year. With effective execution of IP strategy, each of our business segment had improvement in gross margin, especially MINISO overseas and TOP TOY both had middle to high single digit improvement. We continue to invest in strategic markets, especially the U.S. market. As of September 30, 2024, our overseas directly operated stores has more than doubled from a year ago. Despite that our overseas markets are at investment stage, our margins maintained at healthy level under effective expenses control. For the first nine months of 2024, adjusted net margin was 15.7% while adjusted EBITDA margin was 25.3%. We believe that our margins will gradually stabilize under lean operation and disciplined expense management.

“We published the notice of the extraordinary shareholder meeting (the “EGM”) regarding the stake transaction of Yonghui last Friday, announcing the convening of EGM on January 17, 2025. So far, the transaction is moving forward as planned and is expected to be closed during the first half of 2025. It is expected that no more than 40% of consideration for the transaction will be funded by internal financial resources. We will leverage borrowing facilities to optimize capital structure and enhance our return on capital while maintain strong cash reserves. Our financial strategy will remain disciplined in terms of budgeting, cost controls and capital allocation as we are committed to delivering stable profit and healthy cash flows.” Mr. Zhang concluded.

Unaudited Financial Resultsfor the Nine Months Ended September 30, 2024

Revenuewas RMB12,281.3 million (US$1,750.1 million), representing an increase of 22.8% year over year, primarily driven by an 18.5% year-over-year increase in average store count, and a low-single digit same-store sales growth on group level.

For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.

Costof sales was RMB6,861.6 million (US$977.8 million), representing an increase of 15.2% year over year.

Grossprofit was RMB5,419.8 million (US$772.3 million), representing an increase of 34.1% year over year.

Operatingprofit was RMB2,347.4 million (US$334.5 million), representing an increase of 14.3% year over year.

Profitfor the period was RMB1,825.7 million (US$260.2 million), compared to RMB1,636.2 million in the same period of 2023, representing an increase of 11.6% year over year.

AdjustedEBITDA increased 20.6% year over year to RMB3,107.1 million (US$442.8 million).

AdjustedEBITDA margin was 25.3%, compared to 25.8% in the same period of 2023.

Basicearnings per ADS increased 12.3% year over year to RMB5.84 (US$0.83), compared to RMB5.20 in the same period of 2023.

Dilutedearnings per ADS increased 12.4% year over year to RMB5.80 (US$0.83), compared to RMB5.16 in the same period of 2023.

Adjustedbasic earnings per ADS increased 14.1% year over year to RMB6.16 (US$0.88), compared to RMB5.40 in the same period of 2023.

Adjusteddiluted earnings per ADS increased 14.2% year over year to RMB6.12 (US$0.87), compared to RMB5.36 in the same period of 2023.

Unaudited Financial Resultsfor the September Quarter 2024

Revenuewas RMB4,522.6 million (US$644.5 million), representing an increase of 19.3% year over year.

For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.

Costof sales was RMB2,492.6 million (US$355.2 million), representing an increase of 12.9% year over year.

Grossprofit was RMB2,030.0 million (US$289.3 million), representing an increase of 28.2% year over year.

Grossmargin was 44.9%, an increase of 3.1 percentage points year over year.

Operatingprofit was RMB852.6 million (US$121.5 million), representing an increase of 8.2% year over year.

Netfinance income was RMB7.8 million (US$1.1 million), compared to RMB57.9 million in the same period of last year. The year-over-year decrease was mainly due to (i) a decrease of RMB44.3 million in finance income as a result of reduced bank deposit principal and lower interest rate, and (ii) an increase of RMB5.7 million in finance costs due to an increase in lease liabilities, in line with the Company’s investment in directly operated stores.

Profitfor the period was RMB648.3 million (US$92.4 million), representing an increase of 4.9% year over year.

Adjustednet margin was 15.2%, compared to 16.9% in the same period of 2023.

AdjustedEBITDA was RMB1,139.8 million (US$162.4 million), representing an increase of 12.4% year over year.

AdjustedEBITDA margin was 25.2%, compared to 26.8% in the same period of 2023.

Basicand diluted earnings per ADS were both RMB2.08 (US$0.30), representing an increase of 6.1% year over year from RMB1.96 in the same period of 2023.

Adjustedbasic and diluted earnings per ADS were both RMB2.20 (US$0.31), representing an increase of 7.8% year over year from RMB2.04 in the same period of 2023.

Note:

(1)	“Comparable<br> basis” refers to the basis that excludes the impacts from market transitions from overseas<br> distributor markets to directly operated markets, or vice versa.

Conference Call

Access 1

Join Zoom meeting.

Zoom link: https://zoom.us/j/95133958059?pwd=lm4fHDsWTXEaqHF4VsGl7gWrIhe5iS.1

Meeting Number: 951 3395 8059

Meeting Passcode: 9896

Access 2

Listeners may access the call by dialing the following numbers with the same meeting number and passcode with access 1.

United States:	+1 689 278 1000 (or +1 719 359 4580)
Hong Kong, China:	+852 5803 3730 (or +852 5803 3731)
United Kingdom:	+44 203 481 5237 (or +44 131 460 1196)
France:	+33 1 7037 9729 (or +33 1 7037 2246)
Singapore:	+65 3158 7288 (or +65 3165 1065)
Canada:	+1 438 809 7799 (or +1 204 272 7920)

Access 3

Listeners can also access the meeting through the Company’s investor relations website at https://ir.miniso.com/.

The replay will be available approximately two hours after the conclusion of the live event at the Company’s investor relations website at https://ir.miniso.com/.

About MINISO Group

Exchange Rate

Non-IFRS Financial Measures

For more information on the non-IFRS financial measures, please see the table captioned “Reconciliation of Non-IFRS Financial Measures” set forth at the end of this press release.

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. Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain forward-looking statements. MINISO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”) and The Stock Exchange of Hong Kong Limited (the “HKEX”), 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 HKEX. 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:

Email: [email protected]

Phone: +86 (20) 36228788 Ext.8039

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATEDSTATEMENTS OF FINANCIAL POSITION

(Expressed in thousands)

	As at		As at
	December 31, 2023		September 30, 2024
	(Audited)		(Unaudited)
	RMB’000		RMB’000		US’000
ASSETS
Non-current assets
Property,<br> plant and equipment		769,306		1,277,392
Right-of-use assets		2,900,860		3,843,144
Intangible assets		19,554		10,191
Goodwill		21,643		22,029
Deferred tax assets		104,130		115,147
Other investments		90,603		120,450
Trade and other receivables		135,796		195,405
Prepayments		–		72,000
Term deposits		100,000		104,075
Interests<br> in equity-accounted investees		15,783		34,365
		4,157,675		5,794,198
Current assets
Other investments		252,866		3,612,614
Inventories		1,922,241		2,297,067
Trade and other receivables		1,518,357		1,759,469
Cash and cash equivalents		6,415,441		1,716,150
Restricted cash		7,970		618,931
Term<br> deposits		210,759		336,393
		10,327,634		10,340,624
Total assets		14,485,309		16,134,822

All values are in US Dollars.

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATEDSTATEMENTS OF FINANCIAL POSITION (CONTINUED)

(Expressed in thousands)

	As at		As at
	December 31, 2023		September 30, 2024
	(Audited)		(Unaudited)
	RMB’000		RMB’000		US’000
EQUITY
Share capital		95		95
Additional paid-in capital		6,331,375		4,942,844
Other reserves		1,114,568		1,047,906
Retained earnings		1,722,157		3,534,024
Equity attributable to equity shareholders<br> of the Company		9,168,195		9,524,869
Non-controlling interests		23,022		40,094
Total equity		9,191,217		9,564,963
LIABILITIES
Non-current liabilities
Contract liabilities		40,954		35,736
Loans and borrowings		6,533		5,911
Other payables		12,411		45,518
Lease liabilities		797,986		1,608,605
Deferred income		29,229		35,548
		887,113		1,731,318
Current liabilities
Contract liabilities		324,028		381,289
Loans and borrowings		726		739
Trade and other payables		3,389,826		3,674,473
Lease liabilities		447,319		482,256
Deferred income		6,644		6,573
Current taxation		238,436		293,211
		4,406,979		4,838,541
Total liabilities		5,294,092		6,569,859
Total equity and liabilities		14,485,309		16,134,822

All values are in US Dollars.

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATEDSTATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

(Expressed in thousands, exceptfor per ordinary share and per ADS data)

	Three<br> months ended September 30,								Nine<br> months ended September 30,
	2023<br> <br> (Unaudited)			2024<br><br> (Unaudited)					2023<br> <br> (Unaudited)			2024<br> <br> (Unaudited)
	RMB’000			RMB’000			US’000		RMB’000			RMB’000			US’000
Revenue		3,791,154			4,522,577					9,997,484			12,281,320
Cost of sales		(2,207,456	)		(2,492,601	)		)		(5,956,394	)		(6,861,558	)		)
Gross profit		1,583,698			2,029,976					4,041,090			5,419,762
Other income		13,437			5,327					17,061			18,025
Selling and distribution expenses		(640,889	)		(996,461	)		)		(1,558,855	)		(2,518,549	)		)
General and administrative expenses		(170,552	)		(236,208	)		)		(490,257	)		(654,781	)		)
Other net income		953			36,758					42,209			78,454
Reversal of<br> credit loss on trade and other receivables		1,666			13,170					6,454			9,564
Impairment loss on non-current<br> assets		–			–					(3,448	)		(5,104	)		)
Operating profit		788,313			852,562					2,054,254			2,347,371
Finance income		69,366			25,067					149,907			99,673
Finance costs		(11,481	)		(17,227	)		)		(29,758	)		(57,822	)		)
Net finance income		57,885			7,840					120,149			41,851
Share<br> of profit of an equity-accounted investees, net of tax		–			2,009					–			2,310
Profit before taxation		846,198			862,411					2,174,403			2,391,532
Income tax expense		(227,923	)		(214,090	)		)		(538,210	)		(565,832	)		)
Profit for the period		618,275			648,321					1,636,193			1,825,700
Attributable to:
Equity shareholders of the Company		612,591			641,765					1,617,427			1,811,867
Non-controlling interests		5,684			6,556					18,766			13,833
Earnings per share for ordinary shares
– Basic		0.49			0.52					1.30			1.46
– Diluted		0.49			0.52					1.29			1.45
Earnings<br> per ADS (Each ADS represents 4 ordinary shares)
– Basic		1.96			2.08					5.20			5.84
– Diluted		1.96			2.08					5.16			5.80

All values are in US Dollars.

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATEDSTATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME(CONTINUED)

(Expressed in thousands)

	Three months ended<br> September 30,						Nine months ended<br> September 30,
	2023 <br> (Unaudited)			2024 <br><br> (Unaudited)			2023<br><br> (Unaudited)		2024 <br><br> (Unaudited)
	RMB’000			RMB’000		US’000	RMB’000		RMB’000		US’000
Profit for the period		618,275			648,321			1,636,193		1,825,700
Items<br> that may be reclassified subsequently to profit or loss:
Exchange<br> differences on translation of financial statements of foreign operations		(17,880	)		8,863			36,952		15,708
Other<br> comprehensive (loss)/income for the period		(17,880	)		8,863			36,952		15,708
Total comprehensive income for<br> the period		600,395			657,184			1,673,145		1,841,408
Attributable to:
Equity shareholders of the Company		596,574			645,096			1,653,673		1,823,139
Non-controlling interests		3,821			12,088			19,472		18,269

All values are in US Dollars.

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRSFINANCIAL MEASURES

(Expressed in thousands, exceptfor per share, per ADS data and percentages)

	Three months ended September 30,								Nine months ended September 30,
	2023<br> (Unaudited)			2024 <br> (Unaudited)					2023<br> (Unaudited)			2024 <br> (Unaudited)
	RMB’000			RMB’000			US’000		RMB’000			RMB’000			US’000
Reconciliation<br> of profit for the period to adjusted net profit:
Profit for the period		618,275			648,321					1,636,193			1,825,700
Add back:
Equity-settled share-based payment expenses		23,769			37,883					60,071			102,390	****
Adjusted net profit		642,044			686,204					1,696,264			1,928,090
Adjusted net margin		16.9	%		15.2	%		%		17.0	%		15.7	%		%
Attributable to:
Equity shareholders of the Company		636,360			679,461					1,677,498			1,913,891
Non-controlling interests		5,684			6,743					18,766			14,199
Adjusted net earnings per share^(1)^
– Basic		0.51			0.55					1.35			1.54
– Diluted		0.51			0.55					1.34			1.53
Adjusted<br> net earnings per ADS (Each ADS represents 4 ordinary shares)
– Basic		2.04			2.20					5.40			6.16
– Diluted		2.04			2.20					5.36			6.12
Reconciliation of adjusted net profit for the period to adjusted EBITDA:
Adjusted net profit		642,044			686,204					1,696,264			1,928,090
Add back:
Depreciation and amortization		132,868			222,259					311,872			555,390	****
Finance costs		11,481			17,227					29,758			57,822
Income tax expense		227,923			214,090					538,210			565,832
Adjusted EBITDA		1,014,316			1,139,780	****				2,576,104			3,107,134	****
Adjusted EBITDA margin		26.8	%		25.2	%		%		25.8	%		25.3	%		%

All values are in US Dollars.

Note:

(1)	Adjusted basic and diluted net earnings per share<br> are computed by dividing adjusted net profit attributable to the equity shareholders of the<br> Company by the number of ordinary shares used in the basic and diluted earnings per share<br> calculation on an IFRS basis.

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

(Expressed in thousands, exceptfor percentages)

	Three<br> months ended September 30,								Nine<br> months ended September 30,
	2023		2024			YoY			2023		2024			YoY
	RMB’000		RMB’000		US’000				RMB’000		RMB’000		US’000
Revenue Mainland China		2,495,777		2,711,673			8.7	%		6,786,431		7,738,402			14.0	%
– MINISO Brand^(1)^		2,306,566		2,438,555			5.7	%		6,259,026		7,031,354			12.3	%
– TOP TOY Brand		180,664		271,645			50.4	%		491,531		700,417			42.5	%
– Others^(2)^		8,547		1,473			(82.8	)%		35,874		6,631			(81.5	)%
Overseas		1,295,377		1,810,904			39.8	%		3,211,053		4,542,918			41.5	%
		3,791,154		4,522,577			19.3	%		9,997,484		12,281,320			22.8	%

All values are in US Dollars.

Notes:

(1)	“MINISO<br> Brand” refers to the revenue generated from MINISO brand including revenue from offline<br> stores, e-commerce and others in mainland China.
(2)	“Others”<br> refers to revenue generated from other operating segments such as “WonderLife”,<br> which was a secondary brand targeting on lower-tier cities in mainland China, aggregated<br> and presented as “others”. As the MINISO brand increasingly penetrated into lower-tier<br> cities in mainland China, “WonderLife” has become marginalized.
---	---

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

NUMBER OF MINISO STORES INMAINLAND CHINA

	As<br> of
	September 30,<br><br> 2023		December 31,<br><br> 2023		September 30,<br><br> 2024		YoY		YTD^(1)^
By City Tiers
First-tier cities		499		522		563		64		41
Second-tier cities		1,554		1,617		1,771		217		154
Third – or lower-tier<br> cities		1,749		1,787		1,916		167		129
Total		3,802		3,926		4,250		448		324

Note:

(1)	“YTD”<br> refers to the period starting from January 1, 2024 to September 30, 2024.

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

NUMBER OF MINISO STORES INOVERSEAS MARKETS

	As of
	September 30,<br> 2023		December 31, <br> 2023		September 30,<br><br> 2024		YoY		YTD^(1)^
By Regions
Asia excluding China		1,264		1,333		1,572		308		239
North America		140		172		294		154		122
Latin America		514		552		598		84		46
Europe		218		231		260		42		29
Others		177		199		212		35		13
Total		2,313		2,487		2,936		623		449

Note:

(1)	“YTD” refers to the period starting from<br> January 1, 2024 to September 30, 2024.

Exhibit 99.3

Hong Kong Exchanges and ClearingLimited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representationas to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in relianceupon the whole or any part of the contents of this announcement.

MINISO Group Holding Limited

名創優品集團控股有限公司

(A company incorporated inthe Cayman Islands with limited liability)

(Stock Code: 9896)

CONTINUING CONNECTED TRANSACTIONS

AND

TERMINATION OF EXISTING CONTINUINGCONNECTED

TRANSACTIONS

1.	CONTINUING CONNECTED TRANSACTIONS

Reference is made to the Prospectus in relation to the fully-exempt continuing connected transactions of the Company pursuant to Chapter 14A of the Listing Rules. On June 27, 2022, MINISO Guangzhou (for itself and on behalf of other members of the Group) entered into a framework agreement (the “Procurement of Cosmetics and Beauty Products Framework Agreement”) with Wow Colour Beauty in relation to the procurement of cosmetics and beauty products by the Group, with effect from the Listing Date. Pursuant to the Procurement of Cosmetics and Beauty Products Framework Agreement, Wow Colour Beauty will supply certain cosmetics and beauty products to the Group in the ordinary and usual course of business. The Procurement of Cosmetics and Beauty Products Framework Agreement has a term of three years commencing on the Listing Date and ending on June 30, 2025 (both days inclusive).

On November 29, 2024, MINISO Guangzhou (for itself and on behalf of other members of the Group) has entered into a renewed Procurement of Cosmetics and Beauty Products Framework Agreement with Wow Colour Beauty for a term ending December 31, 2026 and the annual caps in respect of such agreement for each of the three years ending December 31, 2024, 2025 and 2026 have been adopted as set out below.

Reasons for and benefitsof the transaction

It is beneficial for the Group to procure cosmetic and beauty products from Wow Colour Beauty to enhance the Group’s lifestyle product offerings and diversify its product mix, given that Wow Colour Beauty operates a leading retail chain of cosmetic and beauty products in the PRC, and the Group and Wow Colour Beauty have a long-standing business relationship. The Company believes that the Group can (i) leverage on the high-quality cosmetics and beauty products of Wow Colour Beauty, and (ii) enjoy economies of scale and sourcing cosmetics and beauty products at lower costs.

The Group is not bound and will not be bound to procure cosmetic and beauty products from Wow Colour Beauty. The Group also engages other independent third-party suppliers and will continue to engage other independent third-party suppliers if the terms and conditions for the services provided by independent third-party suppliers are more favorable to the Group.

The Directors (including the independent non-executive Directors) are of the view that the renewed Procurement of Cosmetics and Beauty Products Framework Agreement is entered into on normal commercial terms that are fair and reasonable, in the ordinary and usual course of business of the Company, and in the interests of the Company and the Shareholders as a whole.

Pricing policy

The price of the products shall be fair and reasonable and determined based on fair market rate of comparable cosmetics and beauty products. The Company will assess its business needs for such cosmetics and beauty products and take into account a number of factors, including but not limited to the procurement price of such cosmetics and beauty products charged by Wow Colour Beauty and that offered by independent third-party suppliers for products of similar nature, and ensure that the terms the Group obtained from Wow Colour Beauty shall be fair and reasonable and on normal commercial terms or better.

Historical transaction amounts

The historical transaction amounts of the relevant procurement by the Group from Wow Colour Beauty for each of the years ended December 31, 2021, 2022 and 2023 and the ten months ended October 31, 2024 were approximately RMB418,000, RMB631,000, RMB23,000 and RMB46,000, respectively.

Annual caps

The annual caps of the transaction amount in respect of the renewed Procurement of Cosmetics and Beauty Products Framework Agreement for each of the three years ending December 31, 2024, 2025 and 2026 are set out in the table below:

	For the fiscal year ending December 31,
	2024		2025		2026
	(RMB in million)
Annual caps in respect of the renewed Procurement of Cosmetics and Beauty Products Framework Agreement		20		50		50

Basis for the annual caps

The annual caps for the renewed Procurement of Cosmetics and Beauty Products Framework Agreement were determined with reference to:

(a)	the existing agreements and the amount of products and transaction volume for products sourced by the Group from Wow Colour Beauty;

(b)	the expected demand of the Group for the relevant cosmetics and beauty products based on its business needs, which would require the<br>Group to procure a large amount of cosmetics and beauty products in the remainder of 2024; and
(c)	the anticipated growth of the cosmetics and beauty products for the coming year in 2025 in light of the strategic development of the<br>Group, whereas the Group will continue to explore and establish other procurement channels for different types of cosmetics and beauty<br>products. Therefore the level of transaction amounts for products sourced from Wow Colour Beauty is expected to remain stable from 2025<br>onwards.
---	---

(b)

the expected demand of the Group for the relevant cosmetics and beauty products based on its business needs, which would require the<br>Group to procure a large amount of cosmetics and beauty products in the remainder of 2024; and

(c)

the anticipated growth of the cosmetics and beauty products for the coming year in 2025 in light of the strategic development of the<br>Group, whereas the Group will continue to explore and establish other procurement channels for different types of cosmetics and beauty<br>products. Therefore the level of transaction amounts for products sourced from Wow Colour Beauty is expected to remain stable from 2025<br>onwards.

---

The Directors (including the independent non-executive Directors) are of the view that the terms of and the annual caps in relation to the relevant transactions are on normal commercial terms and fair and reasonable and the entering into of the Procurement of Cosmetics and Beauty Products Framework Agreement is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

Listing Rules Implications

Mr. Ye is the chairman of the Board, an executive Director, the chief executive officer and a controlling shareholder of the Company and therefore a connected person of the Company under the Listing Rules.

As Mr. Ye indirectly holds approximately 78.4% equity interests in Wow Colour Beauty in aggregate, which includes approximately 1.6% equity interests held through his spouse, Wow Colour Beauty is an associate of Mr. Ye and therefore also a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the renewed Procurement of Cosmetics and Beauty Products Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Mr. Ye is deemed or may be perceived to have a material interest in the renewed Procurement of Cosmetics and Beauty Products Framework Agreement, and as a result has abstained from voting on the relevant Board resolutions approving such agreement and the transactions contemplated thereunder. Save for Mr. Ye, none of the Directors had a material interest in the matters contemplated therein nor was any of them required to abstain from voting on the relevant Board resolutions.

As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the annual caps for the renewed Procurement of Cosmetics and Beauty Products Framework Agreement for each of the three years ending December 31, 2024, 2025 and 2026 exceeds the de minimis threshold of 0.1% pursuant to Rule 14A.76(1) of the Listing Rules, but is less than 5%. Accordingly, it should be subject to the reporting, announcement and annual review requirements, but exempt from independent Shareholders’ approval requirement pursuant to Rule 14A.76(2) of the Listing Rules.

INFORMATION ON THEPARTIES

TheGroup: The 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 principal activity of the Company is investment holding. The principal businesses of the Group are the retail and wholesale of lifestyle and pop toy products across the PRC, other parts of Asia, America, Europe and certain other countries.

MINISOGuangzhou: MINISO Guangzhou is a limited liability company established under the laws of the PRC on October 18, 2017 and an indirect wholly-owned subsidiary of the Company. It is principally engaged in the wholesale and retail of lifestyle products in the PRC.

WowColour Beauty: Wow Colour Beauty is a limited liability company established under the laws of the PRC on November 5, 2019. It is ultimately controlled by Mr. Ye. It is principally engaged in the retail of cosmetic and beauty products in the PRC.

2.	TERMINATION OF EXISTING CONTINUING CONNECTED TRANSACTION

Reference is made to (i) the announcement of the Company dated September 15, 2023, relating to, among others, the IP Licensing, Sales and Distribution Framework Agreement (as defined therein) entered into between MINISO HK and MINISO Nigeria, which constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules; and (ii) the announcement of the Company dated March 12, 2024, relating to, among others, the renewal of the IP Licensing, Sales and Distribution Framework Agreement by way of the Revised IP Licensing, Sales and Distribution Framework Agreement (as defined therein) entered into between MINISO Development HK and MINISO Nigeria. The Revised IP Licensing, Sales and Distribution Framework Agreement has a term commencing on March 12, 2024 and ending on December 31, 2026 (both days inclusive).

On November 29, 2024, MINISO Development HK entered into a termination agreement (the “Termination Agreement”) with MINISO Nigeria in relation to, among others, the early termination of the Revised IP Licensing, Sales and Distribution Framework Agreement with immediate effect. Upon such termination, all rights and obligations of the parties to the Revised IP Licensing, Sales and Distribution Framework Agreement shall cease and no party shall have any claim against each other in connection with the Revised IP Licensing, Sales and Distribution Framework Agreement.

Reasons for EarlyTermination of the Revised IP Licensing, Sales and Distribution Framework Agreement

Pursuant to the Revised IP Licensing, Sales and Distribution Framework Agreement, MINISO Development HK granted to MINISO Nigeria (i) exclusive licenses for the use of certain intellectual property rights in Nigeria owned by MINISO Development HK; and (ii) an exclusive right to establish MINISO stores in Nigeria as a distributor of the Group. In addition, under such agreement, MINISO Development HK sold and distributed to MINISO Nigeria the products under the brand of MINISO.

MINISO Nigeria has decided to cease their operation of MINISO stores in Nigeria due to operational reasons. On the other hand, the Group intends to enter into separate agreements with another retail distributor in Nigeria which is an Independent Third Party to continue to operate stores under the “MINISO” brand in Nigeria. Accordingly, MINISO Development HK and MINISO Nigeria have decided to enter into the Termination Agreement after arms’ length negotiation.

The Directors (including the independent non-executive Directors) are of the view that the terms and conditions of the Termination Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Board considers that the termination of the Revised IP Licensing, Sales and Distribution Framework Agreement will not cause any material adverse impact on the business, operation or financial condition of the Group.

Board’s Approval

The Board has approved the entering into of the Termination Agreement and the transactions contemplated thereunder. Since MINISO Nigeria is controlled by YGF MC Limited which is wholly-owned by Mr. Ye, Mr. Ye has abstained from voting on the relevant resolutions of the Board to approve the entering into of the Termination Agreement. Save as disclosed above, none of other Directors was required to abstain from voting to approve the relevant Board resolutions.

Listing Rules Implications

As MINISO Nigeria is controlled by YGF MC Limited which is wholly-owned by Mr. Ye, MINISO Nigeria is an associate of Mr. Ye and therefore also a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Revised IP Licensing, Sales and Distribution Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules and the Termination Agreement is subject to the announcement requirement under Rule 14A.35 of the Listing Rules.

INFORMATION ON THEPARTIES

MINISODevelopment HK: MINISO Development HK is a limited liability company incorporated in Hong Kong on February 26, 2020 and an indirect wholly-owned subsidiary of the Company. It is principally engaged in commodity trading and brand management.

MINISONigeria: MINISO Nigeria is a limited liability company established under the laws of Nigeria on May 3, 2017. It is controlled by YGF MC Limited which is wholly-owned by Mr. Ye. MINISO Nigeria is a distributor of the Company and is principally engaged in the distribution of lifestyle products to retail customers in Nigeria.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

“associate(s)”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors of the Company
“Company”, “we”, “us”, or “our”	MINISO Group Holding Limited (名創優品集團控股有限公司), a company with limited liability incorporated in the Cayman Islands on January 7, 2020
“connected person(s)”	has the meanings ascribed to it under the Listing Rules
“controlling shareholder(s)”	has the meanings ascribed to it under the Listing Rules
“Director(s)”	the director(s) of the Company
“Group”, “our Group”, “the Group”, “we”, “us”, or “our”	the Company and its subsidiaries from time to time, and where the context requires, in respect of the period prior to the Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of the Company at the relevant time
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Independent 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
“Listing Date”	July 13, 2022, the date on which the Shares were listed and on which dealings in the Shares are to be first permitted to take place on the Hong Kong Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
“MINISO Development HK”	MINISO Development Hong Kong Limited, a limited liability company incorporated in Hong Kong on February 26, 2020 and a subsidiary of the Company
“MINISO Guangzhou”	Miniso (Guangzhou) Co., Ltd. (名創優品(廣州)有限責任公司), a limited liability company established under the laws of the PRC on October 18, 2017 and a subsidiary of our Company

“MINISO HK”	Miniso Hong Kong Limited, a limited liability company established under the laws of Hong Kong on January 23, 2018 and a subsidiary of our Company
“MINISO Nigeria”	MINISO Lifestyle Nigeria Limited, a limited liability company established under the laws of Nigeria on May 3, 2017 and controlled by YGF MC Limited which is wholly-owned by Mr. Ye
“Mr. Ye”	Mr. Ye Guofu, an executive Director, chairman of the Board, the chief executive officer of the Company, the founder of the Group and a controlling shareholder of the Company
“PRC”	the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macao Special Administrative Region and Taiwan
“Prospectus”	the Company’s prospectus published on June 30, 2022 in connection to the listing of its Shares to be traded on the Hong Kong Stock Exchange and its offering of Shares for subscription by the public in Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	the ordinary shares of US$0.00001 each in the share capital of the Company
“Shareholder(s)”	holder(s) of our Share(s)
“subsidiaries”	has the meaning ascribed to it under the Listing Rules
“US$”	U.S. dollars, the lawful currency of the United States of America
“Wow Colour Beauty”	Wow Colour Beauty (Guangdong) Technology Limited (色界美妝(廣東)科技有限公司), a limited liability company established under the laws of the PRC on November 5, 2019 and ultimately controlled by Mr. Ye
“YGF MC Limited”	a limited liability company wholly-owned by Mr. Ye and a controlling shareholder of the Company
“%”	per cent
By Order of the Board
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MINISO Group Holding Limited Mr. YE Guofu
Executive Director and Chairman

Hong Kong, November 29, 2024

Asof the date of this announcement, the Board comprises Mr. YE Guofu as executive Director, Ms. XU Lili, Mr. ZHU Yonghuaand Mr. WANG Yongping as independent non-executive Directors.