MINISO Group Holding Ltd 6-K, filed Apr 1, 2026
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on April 1, 2026.
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 April 2026
Commission File Number: 001-39601
MINISO Group Holding Limited
8F, M Plaza, No. 109, Pazhou Avenue
Haizhu District, Guangzhou 510000, Guangdong Province
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MINISO Group Holding Limited | |||
| By | : |
/s/ Jingjing Zhang | |
| Name | : | Jingjing Zhang | |
| Title | : | Chief Financial Officer | |
Date: April 1, 2026
| FF305 Page 1 of 7 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: MINISO Group Holding Limited Date Submitted: 30 March 2026 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 27 March 2026 1,238,960,393 0 1,238,960,393 1). Other (please specify) See Part B Date of changes 30 March 2026 % Closing balance as at (Notes 5 and 6) 30 March 2026 1,238,960,393 0 1,238,960,393 |
| FF305 Page 2 of 7 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Shares repurchased for cancellation but not yet cancelled Date of changes 30 March 2026 93,600 0.0076 % HKD 30.6376 |
| FF305 Page 3 of 7 v 1.3.0 Confirmation Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 8); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| FF305 Page 4 of 7 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “Identical” means in this context: - the securities are of the same nominal value with the same amount called up or paid up; - they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and - they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| FF305 Page 5 of 7 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Section II 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 30 March 2026 93,600 On the Exchange HKD 31.12 HKD 30.22 HKD 2,867,679 Total number of shares repurchased 93,600 Aggregate price paid $ HKD 2,867,679 Number of shares repurchased for cancellation 93,600 Number of shares repurchased for holding as treasury shares 0 B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 12 June 2025 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 124,122,899 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 12,260,588 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 0.987778 % 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) Up to 29 April 2026 We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ................24 April 2025.......................... which has been filed with the Exchange. We also confirm that any repurchases |
| FF305 Page 6 of 7 v 1.3.0 made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Remarks: Repurchase of 93,600 ordinary shares on March 30, 2026 pursuant to a Hong Kong automatic share repurchase plan entered by the Company. Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. |
| FF305 Page 7 of 7 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Ye Guofu (Name) Title: Director (Director, Secretary or other Duly Authorised Officer) |
| FF305 Page 1 of 7 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: MINISO Group Holding Limited Date Submitted: 31 March 2026 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 30 March 2026 1,238,960,393 0 1,238,960,393 1). Other (please specify) See Part B Date of changes 30 March 2026 % Closing balance as at (Notes 5 and 6) 30 March 2026 1,238,960,393 0 1,238,960,393 |
| FF305 Page 2 of 7 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Shares repurchased for cancellation but not yet cancelled Date of changes 30 March 2026 98,120 0.0079 % USD 3.871 |
| FF305 Page 3 of 7 v 1.3.0 Confirmation Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 8); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| FF305 Page 4 of 7 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “Identical” means in this context: - the securities are of the same nominal value with the same amount called up or paid up; - they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and - they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| FF305 Page 5 of 7 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Section II 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 30 March 2026 98,120 On another stock exchange New York Stock Exchange USD 3.9275 USD 3.8325 USD 379,820.09 Total number of shares repurchased 98,120 Aggregate price paid $ USD 379,820.09 Number of shares repurchased for cancellation 98,120 Number of shares repurchased for holding as treasury shares 0 B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 12 June 2025 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 124,122,899 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 12,358,708 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 0.995683 % 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) Up to 29 April 2026 |
| FF305 Page 6 of 7 v 1.3.0 We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ................24 April 2025.......................... which has been filed with the Exchange. We also confirm that any repurchases made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Remarks: Repurchase of 24,530 ADSs (representing 98,120 ordinary shares) on the NYSE on March 30, 2026 U.S. time pursuant to a 10b5-1 repurchase program entered by the Company. Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. |
| FF305 Page 7 of 7 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Ye Guofu (Name) Title: Director (Director, Secretary or other Duly Authorised Officer) |
| FF305 Page 1 of 7 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: MINISO Group Holding Limited Date Submitted: 31 March 2026 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 30 March 2026 1,238,960,393 0 1,238,960,393 1). Other (please specify) See Part B Date of changes 31 March 2026 % Closing balance as at (Notes 5 and 6) 31 March 2026 1,238,960,393 0 1,238,960,393 |
| FF305 Page 2 of 7 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Shares repurchased for cancellation but not yet cancelled Date of changes 31 March 2026 91,400 0.0074 % HKD 30.4053 |
| FF305 Page 3 of 7 v 1.3.0 Confirmation Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 8); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| FF305 Page 4 of 7 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “Identical” means in this context: - the securities are of the same nominal value with the same amount called up or paid up; - they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and - they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| FF305 Page 5 of 7 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Section II 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 31 March 2026 91,400 On the Exchange HKD 30.66 HKD 30.1 HKD 2,779,044 Total number of shares repurchased 91,400 Aggregate price paid $ HKD 2,779,044 Number of shares repurchased for cancellation 91,400 Number of shares repurchased for holding as treasury shares 0 B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 12 June 2025 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 124,122,899 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 12,450,108 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 1.003047 % 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) Up to 30 April 2026 We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ................24 April 2025.......................... which has been filed with the Exchange. We also confirm that any repurchases |
| FF305 Page 6 of 7 v 1.3.0 made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Remarks: Repurchase of 91,400 ordinary shares on March 31, 2026 pursuant to a Hong Kong automatic share repurchase plan entered by the Company. Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. |
| FF305 Page 7 of 7 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Ye Guofu (Name) Title: Director (Director, Secretary or other Duly Authorised Officer) |
Exhibit 99.4
MINISO Group Announces December Quarter and Full Year of 2025 Unaudited Financial Results
Record Revenue Driven by Strong Brand Momentum and Successful Store Matrix Upgrade
Quarterly and Annual Revenue both Hit Record Highs, Exceeding Expectations
Adjusted Operating Profit and EBITDA Delivered Robust Double-Digit Growth in December Quarter
MINISO Brand Posted Its Highest Year-over-year Revenue Growth in 8 Quarters
Chinese Mainland and the U.S. Market Delivered Exceptional Mid-Teens and Low-Twenties SSSG in December Quarter, Respectively
TOP TOY Brand Saw Successive Triple-Digit Revenue(2) Growth
Net New Stores Exceeded 700 in 2025
RMB1,907.0 Million Returned to Shareholders in 2025, Representing 66% of Adjusted Net Profit
GUANGZHOU, China, March 31, 2026 /PRNewswire/ -- MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs, today announced its unaudited financial results for the three months and the full year ended December 31, 2025 (the “December Quarter” and the “Full Year”, respectively).
Financial Highlights for the December Quarter
| · | Revenue increased 32.7% year over year to RMB6,254.1 million (US$894.3 million), above the high end of the Company’s previous guidance range of 25%-30%. |
| · | MINISO Group delivered resilient performance with overall same-store GMV(1) growth (the “SSSG”) recording a mid-single-digit level. |
| · | Gross profit increased 30.8% year over year to RMB2,901.1 million (US$414.9 million). |
| · | Gross margin was 46.4%, compared to 47.0% in the same period last year. |
| · | Operating profit was RMB910.6 million (US$130.2 million), compared to RMB968.4 million in the same period last year, due to higher equity-settled share-based payment expenses in December Quarter. |
| · | Adjusted operating profit(3) increased 11.7% year over year to RMB1,062.2 million (US$151.9 million),with adjusted operating margin of 17.0%. |
| · | Loss for the period was RMB139.4 million (US$19.9 million), compared to a profit for the period of RMB809.7 million in the same period last year. The year-over-year change was mainly due to (i) share of loss of Yonghui Superstores Co., Ltd*(永輝超市股份有限公司) (“Yonghui”) of RMB547.5 million (US$78.3 million), (ii) equity-settled share-based payment expenses of RMB151.6 million (US$21.7 million), (iii) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, (iv) interest expenses related to the equity linked securities issued by the Company in January 2025 ( the “Equity Linked Securities”) and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB75.3 million (US$10.8 million), and (v) other expenses of RMB59.1 million (US$8.5 million) including loss from fair value change of derivatives in relation to the Equity Linked Securities under mark-to-market impact, which have been excluded in non-IFRS financial measurement(3). |
| · | Adjusted net profit(3) increased 7.6% year over year to RMB852.7 million (US$121.9 million). |
| · | Adjusted net margin(3) was 13.6%, compared to 16.8% in the same period last year. |
| · | Adjusted EBITDA(3) increased 15.7% year over year to RMB1,419.3 million (US$203.0 million). |
| 1 |
| · | Adjusted EBITDA margin(3) was 22.7%, compared to 26.0% in the same period last year. |
| · | Adjusted basic and diluted earnings per American Depositary Share (the “ADS”)(3) were both RMB2.80 (US$0.40), representing a year-over-year growth of 9.4%, higher than the year-over-year growth of 7.6% of adjusted net profit, thanks to the share repurchase of the Company. |
| · | Net cash from operating activities was RMB264.1 million (US$37.8 million) in December Quarter. Capital expenditure (the “CAPEX”) was RMB232.6 million (US$33.3 million) and free cash flow was RMB31.5 million (US$4.5 million) for the December Quarter. |
Financial Highlights for the Full Year
| · | Revenue increased 26.2% year over year to RMB21,443.8 million (US$3,066.4 million). |
| · | MINISO Group overall SSSG recorded a low-single-digit level. |
| · | Gross profit increased 26.3% year over year to RMB9,648.1 million (US$1,379.7 million). |
| · | Gross margin was 45.0%, compared to 44.9% last year. |
| · | Operating profit was RMB3,303.1 million (US$472.3 million), compared to RMB3,315.8 million last year, due to higher equity-settled share-based payment expenses related to TOP TOY. |
| · | Adjusted operating profit(3) increased 7.9% year over year to RMB3,671.0 million (US$524.9 million), with adjusted operating margin of 17.1%. |
| · | Profit for the period was RMB1,209.8 million (US$173.0 million), compared with RMB2,635.4 million last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB812.7 million (US$116.2 million), (ii) equity-settled share-based payment expenses of RMB367.9 million (US$52.6 million), (iii) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB279.0 million (US$39.9 million), (iv) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, and (v) other expenses of RMB70.3 million (US$10.1 million) including loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives related to the Equity Linked Securities, which have been excluded in non-IFRS financial measurement(3). |
| · | Adjusted net profit(3) increased 6.5% to RMB2,898.2 million (US$414.4 million). |
| · | Adjusted net margin(3) was 13.5%, compared to 16.0% last year. |
| · | Adjusted EBITDA(3) increased 14.4% year over year to RMB4,959.9 million (US$709.3 million). |
| · | Adjusted EBITDA margin(3) was 23.1%, compared to 25.5% last year. |
| · | Adjusted basic earnings per ADS(3) increased 8.3% year over year to RMB9.44 (US$1.35). |
| · | Adjusted diluted earnings per ADS(3) increased 7.8% year over year to RMB9.36 (US$1.34). The year-over-year growth of adjusted basic and diluted earnings per ADS was higher than the year-over-year growth of 6.5% of adjusted net profit, thanks to the share repurchase of the Company. |
| · | Cash position(4) was RMB7,087.9 million (US$1,013.6 million) as of December 31, 2025, compared to RMB6,698.1 million as of December 31, 2024. |
| · | Net cash from operating activities was RMB2,577.9 million (US$368.6 million), with an operating cash flow to adjusted net profit ratio of 88.9%. CAPEX was RMB997.7 million (US$142.7 million) and free cash flow was RMB1,580.2 million (US$225.9 million) for the Full Year. |
| 2 |
Store Network Expansion
As of December 31, 2025, the Company’s total store count reached 8,485, representing a net increase of 705 year over year.
| · | MINISO Brand: totaled 8,151 stores (647 net new openings in 2025), driven by: |
| · | Chinese Mainland: 4,568 stores (up 182 year over year). |
| · | Overseas Markets: 3,583 stores (up 465 year over year). |
| · | TOP TOY Brand: totaled 334 stores, representing a net increase of 58 year over year. |
| Notes: |
| (1) | “Same-store GMV” refers to the GMV generated by those stores that opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods and closed for less than 30 days during both comparative periods. “SSSG” refers to the year-over-year growth of same-store GMV. |
| (2) | Revenue from TOP TOY brand only represents revenue generated from external parties. |
| (3) | See the sections titled “Non-IFRS Financial Measures” and “Reconciliation of Non-IFRS Financial Measures” in this press release for more information. |
| (4) | “Cash position” refers to the combined balance of the Company’s cash and cash equivalents, restricted cash, term deposits with original maturity over three months, and other investments recorded as current assets. |
The following table provides a breakdown of the Company’s store network and its changes on a year-over-year basis. The number of directly operated stores reached 768 on group level. 71.9% of new MINISO stores in the past twelve months were located in overseas markets.
| As of | ||||||||||||
| December 31, 2024 | December 31, 2025 | YoY | ||||||||||
| Number of stores on group level | 7,780 | 8,485 | 705 | |||||||||
| Number of MINISO stores | 7,504 | 8,151 | 647 | |||||||||
| Chinese mainland | 4,386 | 4,568 | 182 | |||||||||
| —Directly operated stores | 25 | 18 | (7 | ) | ||||||||
| —Stores operated under Retail Partner model | 4,335 | 4,522 | 187 | |||||||||
| —Stores operated under distributor model | 26 | 28 | 2 | |||||||||
| Overseas markets | 3,118 | 3,583 | 465 | |||||||||
| —Directly operated stores | 503 | 700 | 197 | |||||||||
| —Stores operated under Retail Partner model | 404 | 432 | 28 | |||||||||
| —Stores operated under distributor model | 2,211 | 2,451 | 240 | |||||||||
| Number of TOP TOY stores | 276 | 334 | 58 | |||||||||
| Chinese mainland | 272 | 304 | 32 | |||||||||
| —Directly operated stores | 38 | 35 | (3 | ) | ||||||||
| —Stores operated under Retail Partner model | 234 | 269 | 35 | |||||||||
| Overseas markets | 4 | 30 | 26 | |||||||||
| —Directly operated stores | 2 | 15 | 13 | |||||||||
| —Stores operated under Retail Partner model | 2 | 4 | 2 | |||||||||
| —Stores operated under distributor model | - | 11 | 11 | |||||||||
| 3 |
Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, "December Quarter closed out a year of our solid execution in 2025. Both quarterly and annual revenue have achieved new heights and crossed the milestones of RMB6 billion and RMB20 billion, respectively. In December Quarter, our strategic markets such as Chinese Mainland and the U.S. market were strong outperformers. We were thrilled to see strong momentum in MINISO Chinese Mainland in December Quarter, with highest year-over-year revenue growth of 25.0% over the past 8 quarters, powered by its robust SSSG of mid-teens level. Despite tariff headwinds, MINISO brand in the U.S market reached a robust low-twenties SSSG this quarter. This success reflects our global expertise and strategic foresight, as well as the structural resilience built through an agile supply chain. At the same time, it strongly validates our strategic direction and execution, further bolstering our confidence in our growth.
We remain steadfast in our commitment to high-quality development, propelling our brand momentum to new heights. This year, we achieved higher revenue growth with fewer net store openings, marking a more disciplined and efficient growth model. Leveraging new retail formats across channels, represented by MINISO SPACE, MINISO LAND and MINISO FRIENDS, we are converting global scale into sustainable brand influence. We are evolving our stores into resonant interactive spaces, fostering deeper and more lasting emotional bonds with our consumers."
"Looking ahead, we are continuing to reinforce our creative-driven momentum. By staying curious and committed to continuous learning, we are strengthening a resilient brand ecosystem centered on interest-driven consumption, delivering joy and value that remains steadfast through global cycles." Mr. Ye continued.
Mr. Eason Zhang, CFO of MINISO, commented, “Thanks to outstanding performance of all segments, year-over-year growth of both quarterly and annual revenue outperformed our previous guidance. In December Quarter, gross profit margin reached 46.4%. Adjusted operating profit increased 11.7% to RMB1,062.2 million, with adjusted operating margin of 17.0%. Adjusted EBITDA increased 15.7% to RMB1,419.3 million, with adjusted EBITDA margin of 22.7%. Adjusted earnings per ADS increased 9.4% to RMB2.80. For the year of 2025, net cash from operation activities reached RMB2,577.9 million, as a ratio of 88.9% of adjusted net profit. As of the end of 2025, we still maintained a strong cash position of RMB7,087.9 million. In 2025, the Board approved an automatic share repurchase program to repurchase shares up to HK$1.8 billion from the open markets, underscoring our unwavering confidence in MINISO’s intrinsic value and ensuring that our buyback momentum remained uninterrupted even during restricted periods. We have returned shareholders RMB1,907.0 million in 2025, including record-high share buyback of RMB549.2 million and dividends of RMB1,357.8 million, accounting for 65.8% of adjusted net profit for 2025.
In addition, we are pleased to announce a final dividend in the amount of around RMB809.7 million, which was approximately 50% of the adjusted net profit generated in the second half of 2025, payable in April 2026. Our capital allocation strategy in the future will continue to balance growth and our commitment to bringing stable and foreseeable returns to shareholders.”
"As we head into 2026, we uphold our commitment to capital discipline, driving operational leverage enterprise-wise. Our focus remains on delivering durable top-line growth and margin improvement by maintaining a flexible and agile posture to mitigate macroeconomic risks as well as sharpening our operational efficiency. By remaining highly responsive to market shifts and capitalizing on new growth drivers, we are well-positioned to navigate external volatility and deliver sustainable and long-term returns to our shareholders." Mr. Zhang concluded.
| 4 |
Dividend Declaration
On March 31, 2026, the Board approved the distribution of a final cash dividend in the amount of US$0.3764 per ADS, or US$0.0941 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on April 20, 2026, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for holders of ordinary shares in Hong Kong will be April 17, 2026; and the ex-dividend date for holders of ADSs will be April 20, 2026. The payment date is expected to be on April 29, 2026 for holders of ordinary shares and around May 4, 2026 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$115.8 million (RMB809.7 million), at an exchange rate of RMB6.9931 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 2025 and will be distributed from additional paid-in capital and settled by a cash distribution.
For holders of ordinary shares, in order to qualify for the final dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 P.M on April 20, 2026 (Beijing/Hong Kong Time). The record date is April 20, 2026 (Beijing/Hong Kong Time).
Financial Results for the December Quarter
Revenue was RMB6,254.1 million (US$894.3 million), representing an increase of 32.7% year over year.
Revenue from MINISO brand increased by 27.7% year over year to RMB5,654.4 million (US$808.6 million), including (i) an increase of 25.0% in revenue from MINISO brand in Chinese mainland, accelerating sequentially by quarters since 2025, and (ii) an increase of 30.5% in revenue from MINISO brand in overseas markets. Overseas revenue contributed to 49.2% of revenue from MINISO brand.
Revenue(1) from TOP TOY brand increased by 111.8% to RMB599.0 million (US$85.7 million).
For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales was RMB3,352.9 million (US$479.5 million), representing an increase of 34.4% year over year.
Gross profit was RMB2,901.1 million (US$414.9 million), representing an increase of 30.8% year over year.
Gross margin was 46.4%, compared to 47.0% in the same period last year. The year-over-year change in gross profit margin resulted from strategic product mix optimization to drive top-line performance, partially offset by a structural benefit from higher revenue mix of directly operating business.
| 5 |
Selling and distribution expenses were RMB1,654.9 million (US$236.6 million), representing an increase of 65.3% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB1,544.8 million (US$220.9 million), representing an increase of 47.4% year over year. The year-over-year increase was mainly attributable to the Company’s investments into directly operated stores to pursue the future success of the Company’s business, especially in strategic overseas markets such as the U.S. market. As of December 31, 2025, total number of directly operated stores on the group level was 768, compared to 568 as of December 31, 2024. In the December Quarter, revenue from directly operated stores increased 61.1%, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased 41.1%, decelerating from the year-over-year increase of 54.5% for the first nine months of 2025. Licensing expenses increased 107.0%, which was in relation to the Company’s strategic commitment to IP development to pave the way for future growth, as a percentage of around 3% of revenue, compared to 2% in the same period last year. Promotion and advertising expenses increased 30.2%, as a percentage of revenue stabilizing at around 4% in both comparative periods. Logistics expenses increased 19.2% year over year.
General and administrative expenses were RMB377.9 million (US$54.0 million), representing an increase of 36.5% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB336.5 million (US$48.1 million), representing an increase of 36.3% year over year. The year-over-year increase was primarily due to the increase of personnel-related expenses in relation to the growth of the Company’s business.
Other net income was RMB63.1 million (US$9.0 million), compared to RMB36.2 million in the same period last year. The year-over-year increase was mainly due to an increase in fair value of other investments, partially offset by a larger net foreign exchange loss compared with the same period last year.
Operating profit was RMB910.6 million (US$130.2 million), compared with RMB968.4 million in the same period last year, due to higher equity-settled share-based payment expenses in December Quarter.
Adjusted operating profit(2) was RMB1,062.2 million (US$151.9 million), representing an increase of 11.7% year over year, with adjusted operating margin of 17.0%.
Net finance cost was RMB93.6 million (US$13.4 million), compared to RMB16.1 million in the same period last year. The year-over-year increase in finance cost was due to (i) increased interest expenses in relation to the Equity Linked Securities and the bank loans used for acquisition of the equity interest of Yonghui, both of which have been excluded in non-IFRS financial measures(2), and (ii) increased interest expenses on lease liabilities corresponding to the Company’s investment in directly operated stores.
Share of loss of equity-accounted investees, net of tax was RMB550.4 million (US$78.7 million), compared to share of profit of RMB3.7 million in the same period last year. The year-over-year change was mainly attributable to share of loss in Yonghui, which has been excluded in non-IFRS financial measures(2).
Changes in fair value of redemption liabilities were RMB158.5 million (US$22.7 million), which was a loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025 and has been excluded in non-IFRS financial measures(2).
Other expenses were RMB59.1 million (US$8.5 million), mainly attributable to loss from fair value change of derivatives under mark-to-market impact, which was in relation to the Equity Linked Securities and has been excluded in non-IFRS financial measures(2).
Effective tax rate was 384.4%, compared to 15.3% in the same period last year. The elevated effective tax rate in December Quarter was primarily driven by non-deductible losses at the consolidation level.
| 6 |
Adjusted effective tax rate(2) was 20.2%, which excluded the impact on effective tax rate as a result of adjusted items, compared to 15.6% in the same period last year.
Loss for the period was RMB139.4 million (US$19.9 million), compared to profit for the period of RMB809.7 million in the same period last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB547.5 million (US$78.3 million), (ii) equity-settled share-based payment expenses of RMB151.6 million (US$21.7 million), (iii) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, (iv) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB75.3 million (US$10.8 million), and (v) other expenses of RMB59.1 million (US$8.5 million) including loss from fair value change of derivatives in relation to the Equity Linked Securities under mark-to-market impact, which have been excluded in non-IFRS financial measurement(2).
Adjusted net profit(2) was RMB852.7 million (US$121.9 million), increased by 7.6% year over year.
Adjusted net margin(2) was 13.6%, compared to 16.8% in the same period last year.
Adjusted EBITDA(2) was RMB1,419.3 million (US$203.0 million), representing an increase of 15.7% year over year.
Adjusted EBITDA margin(2) was 22.7%, compared to 26.0% in the same period last year.
Basic and diluted loss per ADS were both RMB0.48 (US$0.07) in the December Quarter, compared with the basic and diluted earnings per ADS of RMB2.60 in the same period last year.
Adjusted basic and diluted earnings per ADS(2) were both RMB2.80 (US$0.40) in the December Quarter, representing a year-over-year growth of 9.4%, higher than the year-over-year growth of 7.6% of adjusted net profit, thanks to the share repurchase of the Company.
Net cash from operating activities as RMB264.1 million (US$37.8 million) in December Quarter. CAPEX was RMB232.6 million (US$33.3 million) and free cash flow was RMB31.5 million (US$4.5 million) for the December Quarter.
Financial Results for the Full Year
Revenue was RMB21,443.8 million (US$3,066.4 million), representing an increase of 26.2% year over year.
Revenue from MINISO brand increased by 22.0% to RMB19,524.9 million (US$2,792.0 million), including (i) an increase of 16.8% in revenue from MINISO brand in Chinese mainland, with its annual revenue exceeding RMB10 billion for the first time, and (ii) an increase of 29.3% in revenue from MINISO brand in overseas markets. The overseas revenue contributed to 44.2% of revenue from MINISO brand.
Revenue(1) from TOP TOY brand increased by 94.8% to RMB1,915.6 million (US$273.9 million).
For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.
| 7 |
Cost of sales was RMB11,795.7 million (US$1,686.8 million), representing an increase of 26.1% year over year.
Gross profit was RMB9,648.1 million (US$1,379.7 million), representing an increase of 26.3% year over year.
Gross margin was 45.0%, compared to 44.9% last year.
Selling and distribution expenses were RMB5,265.8 million (US$753.0 million), increased by 49.6% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB5,045.7 million (US$721.5 million), increased by 43.9% year over year.
General and administrative expenses were RMB1,225.4 million (US$175.2 million), increased by 31.5% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB1,077.5 million (US$154.1 million), increased by 25.3% year over year.
Other net income was RMB195.6 million (US$28.0 million), compared to RMB114.7 million last year. The year-over-year increase was mainly due to (i) an increase in fair value of other investments and investment income in wealth management products, and (ii) a smaller net foreign exchange loss compared with last year.
Operating profit was RMB3,303.1 million (US$472.3 million), compared to RMB3,315.8 million last year, due to higher equity-settled share-based payment expenses related to TOP TOY.
Adjusted operating profit(2) was RMB3,671.0 million (US$524.9 million), representing an increase of 7.9% year over year, with adjusted operating margin of 17.1%.
Net finance cost was RMB326.5 million (US$46.7 million), compared to net finance income of RMB25.8 million last year. The year-over-year increase in finance cost was due to (i) increased interest expenses in relation to the Equity Linked Securities and the bank loans used for acquisition of the equity interest of Yonghui, both of which have been excluded in non-IFRS financial measures(2), and (ii) increased interest expenses on lease liabilities corresponding to the Company’s investment in directly operated stores.
Share of loss of equity-accounted investees, net of tax was RMB834.5 million (US$119.3 million), compared with share of profit of RMB6.0 million last year. The year-over-year change was mainly attributable to share of loss in Yonghui, which has been excluded in non-IFRS financial measures(2).
Changes in fair value of redemption liabilities were RMB158.5 million (US$22.7 million), which was a loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025 and has been excluded in non-IFRS financial measures(2).
Other expenses were RMB70.3 million (US$10.1 million), mainly attributable to loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives, which were in relation to the Equity Linked Securities and have been excluded in non-IFRS financial measures(2).
Effective tax rate was 36.8%, compared to 21.3% last year. The elevated effective tax rate was primarily driven by non-deductible losses at the consolidation level.
| 8 |
Adjusted effective tax rate(2) was 20.1%, which excluded the impact on effective tax rate as a result of adjusted items, compared to 20.7% last year.
Profit for the period was RMB1,209.8 million (US$173.0 million), compared to RMB2,635.4 million last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB812.7 million (US$116.2 million), (ii) equity-settled share-based payment expenses of RMB367.9 million (US$52.6 million), (iii) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB279.0 million (US$39.9 million), (iv) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, and (v) other expenses of RMB70.3 million (US$10.1 million) including loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives related to the Equity Linked Securities, which have been excluded in non-IFRS financial measurement(2).
Adjusted net profit(2) increased 6.5% year over year to RMB2,898.2 million (US$414.4 million).
Adjusted net margin(2) was 13.5%, compared to 16.0% last year.
Adjusted EBITDA(2) increased 14.4% year over year to RMB4,959.9 million (US$709.3 million).
Adjusted EBITDA margin(2) was 23.1%, compared to 25.5% last year.
Basic earnings per ADS was RMB3.92 (US$0.56), compared to RMB8.44 last year.
Diluted earnings per ADS was RMB3.92 (US$0.56), compared to RMB8.40 last year.
Adjusted basic earnings per ADS(2) increased 8.3% year over year to RMB9.44 (US$1.35), compared to RMB8.72 last year.
Adjusted diluted earnings per ADS(2) increased 7.8% year over year to RMB9.36 (US$1.34), compared to RMB8.68 last year. The year-over-year growth of adjusted basic and diluted earnings per ADS was higher than the year-over-year growth of 6.5% of adjusted net profit, thanks to the share repurchase of the Company.
Cash position, 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 RMB7,087.9 million (US$1,013.6 million) as of December 31, 2025, compared to RMB6,698.1 million as of December 31, 2024.
Net cash from operating activities was RMB2,577.9 million (US$368.6 million), with an operating cash flow to adjusted net profit ratio of 88.9%. CAPEX was RMB997.7 million (US$142.7 million) and free cash flow was RMB1,580.2 million (US$225.9 million) for the Full Year.
| Notes: |
| (1) | Revenue from TOP TOY brand only represents revenue generated from external parties. |
| (2) | See the sections titled “Non-IFRS Financial Measures” and “Reconciliation of Non-IFRS Financial Measures” in this press release for more information. |
| 9 |
Conference Call
The Company’s management will hold an earnings conference call at 5:00 A.M. Eastern Time on Tuesday, March 31, 2026 (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 via the following methods:
Access 1
Join Zoom meeting.
Zoom link: https://zoom.us/j/96682426410?pwd=oaoHL89u0ocUW6ysi327wsp64m2PYv.1
Meeting Number: 966 8242 6410
Meeting Passcode: 9896
Access 2
Listeners of the meeting may access the call by dialing the following numbers and using the same meeting number and passcode as 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 of the meeting can also access the call 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 high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs. Since opening our first store in Chinese mainland in 2013, the Company has successfully built two brands – “MINISO” and “TOP TOY”. The Company’s flagship brand “MINISO” has grown into a globally recognized retail brand that offers a frequently-refreshed assortment of lifestyle products through an extensive store network worldwide. The Company’s products cover diverse consumer needs and consumers are drawn to MINISO for our products’ trendiness, creativeness, high quality and affordability. 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 December 31, 2025, which was RMB6.9931 to US$1.0000. The percentages stated in this press release are calculated based on the RMB amounts.
| 10 |
Non-IFRS Financial Measures
In evaluating the business, MINISO considers and uses adjusted operating profit, adjusted operating margin, adjusted effective tax rate, 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 operating profit as operating profit for the period excluding equity-settled share-based payment expenses. MINISO calculates adjusted operating margin by dividing adjusted operating profit by revenue for the same period. MINISO defines adjusted effective tax rate as the effective tax rate excluding the tax impact of adjusted items, under non-IFRS financial measures. MINISO defines adjusted net profit as profit for the period excluding equity-settled share-based payment expenses, gain or loss from fair value change of derivatives, issuance cost of derivatives and interest expenses related to the Equity Linked Securities, interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, share of profit or loss of Yonghui, net of tax, and changes in fair value of redemption liabilities arising from preferred shares. 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 excluding interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui 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.
| 11 |
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 financial 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:
MINISO Group Holding Limited
Email: ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039
| 12 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in thousands)
| As at | As at | |||||||||||
| December 31, 2024 | December 31, 2025 | |||||||||||
| (Audited) | (Unaudited) | |||||||||||
| RMB’000 | RMB’000 | US$’000 | ||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 1,436,939 | 2,109,385 | 301,638 | |||||||||
| Right-of-use assets | 4,172,083 | 5,121,039 | 732,299 | |||||||||
| Intangible assets | 8,802 | 94,951 | 13,578 | |||||||||
| Goodwill | 21,418 | 223,187 | 31,915 | |||||||||
| Deferred tax assets | 181,948 | 288,679 | 41,281 | |||||||||
| Other investments | 123,399 | 201,727 | 28,847 | |||||||||
| Trade and other receivables | 341,288 | 247,511 | 35,394 | |||||||||
| Term deposits | 140,183 | - | - | |||||||||
| Financial derivative assets | - | 774,103 | 110,695 | |||||||||
| Interests in equity-accounted investees | 38,567 | 5,486,648 | 784,580 | |||||||||
| 6,464,627 | 14,547,230 | 2,080,227 | ||||||||||
| Current assets | ||||||||||||
| Other investments | 100,000 | - | - | |||||||||
| Inventories | 2,750,389 | 3,691,238 | 527,840 | |||||||||
| Trade and other receivables | 2,207,013 | 3,307,129 | 472,913 | |||||||||
| Cash and cash equivalents | 6,328,121 | 6,817,129 | 974,836 | |||||||||
| Restricted cash | 1,026 | 54,229 | 7,755 | |||||||||
| Term deposits | 268,952 | 216,567 | 30,969 | |||||||||
| 11,655,501 | 14,086,292 | 2,014,313 | ||||||||||
| Total assets | 18,120,128 | 28,633,522 | 4,094,540 | |||||||||
| 13 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)
(Expressed in thousands)
| As at | As at | |||||||||||
| December 31, 2024 | December 31, 2025 | |||||||||||
| (Audited) | (Unaudited) | |||||||||||
| RMB’000 | RMB’000 | US$’000 | ||||||||||
| EQUITY | ||||||||||||
| Share capital | 94 | 94 | 13 | |||||||||
| Additional paid-in capital | 4,683,577 | 2,887,905 | 412,965 | |||||||||
| Other reserves | 1,329,126 | 2,232,854 | 319,294 | |||||||||
| Retained earnings | 4,302,177 | 5,497,910 | 786,191 | |||||||||
| Equity attributable to equity shareholders of the Company | 10,314,974 | 10,618,763 | 1,518,463 | |||||||||
| Non-controlling interests | 40,548 | 100,508 | 14,372 | |||||||||
| Total equity | 10,355,522 | 10,719,271 | 1,532,835 | |||||||||
| LIABILITIES | ||||||||||||
| Non-current liabilities | ||||||||||||
| Contract liabilities | 35,145 | 22,418 | 3,206 | |||||||||
| Loans and borrowings | 4,310 | 5,415,416 | 774,394 | |||||||||
| Other payables | 59,842 | 72,586 | 10,380 | |||||||||
| Lease liabilities | 1,903,137 | 2,713,798 | 388,068 | |||||||||
| Financial derivative liabilities | - | 1,184,050 | 169,317 | |||||||||
| Deferred income | 34,983 | 33,053 | 4,727 | |||||||||
| 2,037,417 | 9,441,321 | 1,350,092 | ||||||||||
| 14 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)
(Expressed in thousands)
| As at | As at | |||||||||||
| December 31, 2024 | December 31, 2025 | |||||||||||
| (Audited) | (Unaudited) | |||||||||||
| RMB’000 | RMB’000 | US$’000 | ||||||||||
| Current liabilities | ||||||||||||
| Contract liabilities | 323,292 | 388,746 | 55,590 | |||||||||
| Loans and borrowings | 566,955 | 1,751,018 | 250,392 | |||||||||
| Trade and other payables | 3,943,988 | 4,516,491 | 645,851 | |||||||||
| Lease liabilities | 635,357 | 950,784 | 135,960 | |||||||||
| Deferred income | 5,376 | 965 | 138 | |||||||||
| Current taxation | 252,221 | 291,245 | 41,647 | |||||||||
| Redemption liabilities arising from preferred shares | - | 573,681 | 82,035 | |||||||||
| 5,727,189 | 8,472,930 | 1,211,613 | ||||||||||
| Total liabilities | 7,764,606 | 17,914,251 | 2,561,705 | |||||||||
| Total equity and liabilities | 18,120,128 | 28,633,522 | 4,094,540 | |||||||||
| 15 |
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 December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Unaudited) | |||||||||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||||||||
| Revenue | 4,712,705 | 6,254,070 | 894,320 | 16,994,025 | 21,443,827 | 3,066,426 | ||||||||||||||||||
| Cost of sales | (2,495,407 | ) | (3,352,941 | ) | (479,464 | ) | (9,356,965 | ) | (11,795,708 | ) | (1,686,764 | ) | ||||||||||||
| Gross profit | 2,217,298 | 2,901,129 | 414,856 | 7,637,060 | 9,648,119 | 1,379,662 | ||||||||||||||||||
| Other income | 3,570 | 10,458 | 1,495 | 21,595 | 19,377 | 2,771 | ||||||||||||||||||
| Selling and distribution expenses | (1,000,985 | ) | (1,654,883 | ) | (236,645 | ) | (3,519,534 | ) | (5,265,758 | ) | (752,993 | ) | ||||||||||||
| General and administrative expenses | (276,870 | ) | (377,915 | ) | (54,041 | ) | (931,651 | ) | (1,225,373 | ) | (175,226 | ) | ||||||||||||
| Other net income | 36,242 | 63,091 | 9,022 | 114,696 | 195,610 | 27,972 | ||||||||||||||||||
| (Credit loss)/reversal of credit loss on trade and other receivables | (7,095 | ) | (12,113 | ) | (1,732 | ) | 2,469 | (33,241 | ) | (4,753 | ) | |||||||||||||
| Impairment loss on non-current assets | (3,742 | ) | (19,161 | ) | (2,740 | ) | (8,846 | ) | (35,611 | ) | (5,092 | ) | ||||||||||||
| Operating profit | 968,418 | 910,606 | 130,215 | 3,315,789 | 3,303,123 | 472,341 | ||||||||||||||||||
| Finance income | 18,999 | 18,309 | 2,618 | 118,672 | 104,421 | 14,932 | ||||||||||||||||||
| Finance costs | (35,093 | ) | (111,889 | ) | (16,000 | ) | (92,915 | ) | (430,930 | ) | (61,622 | ) | ||||||||||||
| Net finance (costs)/income | (16,094 | ) | (93,580 | ) | (13,382 | ) | 25,757 | (326,509 | ) | (46,690 | ) | |||||||||||||
| Share of profit/(loss) of equity-accounted investees, net of tax | 3,676 | (550,402 | ) | (78,706 | ) | 5,986 | (834,453 | ) | (119,325 | ) | ||||||||||||||
| Other expenses | - | (59,134 | ) | (8,456 | ) | - | (70,332 | ) | (10,057 | ) | ||||||||||||||
| Changes in fair value of redemption liabilities | - | (158,491 | ) | (22,664 | ) | - | (158,491 | ) | (22,664 | ) | ||||||||||||||
| Profit before taxation | 956,000 | 48,999 | 7,007 | 3,347,532 | 1,913,338 | 273,605 | ||||||||||||||||||
| Income tax expense | (146,272 | ) | (188,373 | ) | (26,937 | ) | (712,104 | ) | (703,524 | ) | (100,603 | ) | ||||||||||||
| Profit/(loss) for the period | 809,728 | (139,374 | ) | (19,930 | ) | 2,635,428 | 1,209,814 | 173,002 | ||||||||||||||||
| Attributable to: | ||||||||||||||||||||||||
| Equity shareholders of the Company | 805,693 | (141,524 | ) | (20,237 | ) | 2,617,560 | 1,205,045 | 172,320 | ||||||||||||||||
| Non-controlling interests | 4,035 | 2,150 | 307 | 17,868 | 4,769 | 682 | ||||||||||||||||||
| Earnings/(Loss) per share for ordinary shares | ||||||||||||||||||||||||
| -Basic | 0.65 | (0.12 | ) | (0.02 | ) | 2.11 | 0.98 | 0.14 | ||||||||||||||||
| -Diluted | 0.65 | (0.12 | ) | (0.02 | ) | 2.10 | 0.98 | 0.14 | ||||||||||||||||
Earnings/(loss) per ADS (Each ADS represents 4 ordinary shares) | ||||||||||||||||||||||||
| -Basic | 2.60 | (0.48 | ) | (0.07 | ) | 8.44 | 3.92 | 0.56 | ||||||||||||||||
| -Diluted | 2.60 | (0.48 | ) | (0.07 | ) | 8.40 | 3.92 | 0.56 | ||||||||||||||||
| 16 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME (CONTINUED)
(Expressed in thousands)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Unaudited) | |||||||||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||||||||
| Profit/(loss) for the period | 809,728 | (139,374 | ) | (19,930 | ) | 2,635,428 | 1,209,814 | 173,002 | ||||||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||
| Exchange differences on translation of financial statements of foreign operations | 3,420 | 8,690 | 1,243 | 19,128 | 2,914 | 417 | ||||||||||||||||||
| Share of other comprehensive loss of equity-accounted investees | - | (1,046 | ) | (150 | ) | - | (1,046 | ) | (150 | ) | ||||||||||||||
| Other comprehensive income for the period | 3,420 | 7,644 | 1,093 | 19,128 | 1,868 | 267 | ||||||||||||||||||
| Total comprehensive income/(loss) for the period | 813,148 | (131,730 | ) | (18,837 | ) | 2,654,556 | 1,211,682 | 173,269 | ||||||||||||||||
| Attributable to: | ||||||||||||||||||||||||
| Equity shareholders of the Company | 812,694 | (132,845 | ) | (18,996 | ) | 2,635,833 | 1,210,528 | 173,104 | ||||||||||||||||
| Non-controlling interests | 454 | 1,115 | 159 | 18,723 | 1,154 | 165 | ||||||||||||||||||
| 17 |
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES
(Expressed in thousands, except for percentages)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Unaudited) | |||||||||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||||||||
| Reconciliation of operating profit for the period to adjusted operating profit | ||||||||||||||||||||||||
| Operating profit | 968,418 | 910,606 | 130,215 | 3,315,789 | 3,303,123 | 472,341 | ||||||||||||||||||
| Add back: | ||||||||||||||||||||||||
| Equity-settled share-based payment expenses | (17,206 | ) | 151,555 | 21,672 | 85,184 | 367,869 | 52,605 | |||||||||||||||||
| Adjusted operating profit | 951,212 | 1,062,161 | 151,887 | 3,400,973 | 3,670,992 | 524,946 | ||||||||||||||||||
| Adjusted operating margin | 20.2 | % | 17.0 | % | 17.0 | % | 20.0 | % | 17.1 | % | 17.1 | % | ||||||||||||
| 18 |
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)
(Expressed in percentages)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Unaudited) | |||||||||||||
| Reconciliation of effective tax rate to adjusted effective tax rate: | ||||||||||||||||
| Effective tax rate | 15.3 | % | 384.4 | % | 21.3 | % | 36.8 | % | ||||||||
| Impact on effective tax rate as a result of adjusted items | 0.3 | % | (364.2 | )% | (0.6 | )% | (16.7 | )% | ||||||||
| Adjusted effective tax rate | 15.6 | % | 20.2 | % | 20.7 | % | 20.1 | % | ||||||||
| 19 |
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)
(Expressed in thousands, except for per share, per ADS data and percentages)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Unaudited) | |||||||||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||||||||
| Reconciliation of profit for the period to adjusted net profit: | ||||||||||||||||||||||||
| Profit/(loss) for the period | 809,728 | (139,374 | ) | (19,930 | ) | 2,635,428 | 1,209,814 | 173,002 | ||||||||||||||||
| Add back: | ||||||||||||||||||||||||
| Equity-settled share-based payment expenses | (17,206 | ) | 151,555 | 21,672 | 85,184 | 367,869 | 52,605 | |||||||||||||||||
| Loss from fair value change of derivatives(1)(2) | - | 59,134 | 8,456 | - | 25,668 | 3,670 | ||||||||||||||||||
| Issuance cost of derivatives(1)(3) | - | - | - | - | 44,664 | 6,387 | ||||||||||||||||||
| Interest expenses related to Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui(1) | - | 75,316 | 10,770 | - | 278,973 | 39,893 | ||||||||||||||||||
| -Interest expenses related to the Equity Linked Securities(4) | - | 51,365 | 7,345 | - | 192,342 | 27,505 | ||||||||||||||||||
| -Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui | - | 23,951 | 3,425 | - | 86,631 | 12,388 | ||||||||||||||||||
| Share of loss of Yonghui, net of tax(1) | - | 547,545 | 78,298 | - | 812,684 | 116,212 | ||||||||||||||||||
| Changes in fair value of redemption liabilities(1) | - | 158,491 | 22,664 | - | 158,491 | 22,664 | ||||||||||||||||||
| Adjusted net profit | 792,522 | 852,667 | 121,930 | 2,720,612 | 2,898,163 | 414,433 | ||||||||||||||||||
| Adjusted net margin | 16.8 | % | 13.6 | % | 13.6 | % | 16.0 | % | 13.5 | % | 13.5 | % | ||||||||||||
| Attributable to: | ||||||||||||||||||||||||
| Equity shareholders of the Company | 788,300 | 849,492 | 121,476 | 2,702,191 | 2,891,345 | 413,458 | ||||||||||||||||||
| Non-controlling interests | 4,222 | 3,175 | 454 | 18,421 | 6,818 | 975 | ||||||||||||||||||
| Adjusted net earnings per share(5) | ||||||||||||||||||||||||
| -Basic | 0.64 | 0.70 | 0.10 | 2.18 | 2.36 | 0.34 | ||||||||||||||||||
| -Diluted | 0.64 | 0.70 | 0.10 | 2.17 | 2.34 | 0.33 | ||||||||||||||||||
| Adjusted net earnings per ADS (Each ADS represents 4 ordinary shares) | ||||||||||||||||||||||||
| -Basic | 2.56 | 2.80 | 0.40 | 8.72 | 9.44 | 1.35 | ||||||||||||||||||
| -Diluted | 2.56 | 2.80 | 0.40 | 8.68 | 9.36 | 1.34 | ||||||||||||||||||
| 20 |
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)
(Expressed in thousands, except for percentages)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Unaudited) | |||||||||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||||||||
| Reconciliation of adjusted net profit for the period to adjusted EBITDA: | ||||||||||||||||||||||||
| Adjusted net profit | 792,522 | 852,667 | 121,930 | 2,720,612 | 2,898,163 | 414,433 | ||||||||||||||||||
| Add back: | ||||||||||||||||||||||||
| Depreciation and amortization | 253,304 | 341,735 | 48,867 | 808,694 | 1,206,305 | 172,499 | ||||||||||||||||||
| Finance costs excluding interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui | 35,093 | 36,573 | 5,230 | 92,915 | 151,957 | 21,729 | ||||||||||||||||||
| Income tax expense | 146,272 | 188,373 | 26,937 | 712,104 | 703,524 | 100,603 | ||||||||||||||||||
| Adjusted EBITDA | 1,227,191 | 1,419,348 | 202,964 | 4,334,325 | 4,959,949 | 709,264 | ||||||||||||||||||
| Adjusted EBITDA margin | 26.0 | % | 22.7 | % | 22.7 | % | 25.5 | % | 23.1 | % | 23.1 | % | ||||||||||||
Notes:
| (1) | These adjustment items have been excluded from the calculation of adjusted net profit as the Company does not consider such items to be indicative of its operating performance of core business in the future. |
| (2) | The gain or loss from fair value change of derivatives was a non-cash gain or expense that was related to the fair value of the Equity Linked Securities and call spread. It was determined primarily by movements in the underlying share price. |
| (3) | The issuance cost of derivatives was a one-off expense that was related to the Equity Linked Securities. |
| (4) | For the three months ended December 31, 2025, the RMB51.4 million interest expenses related to the Equity Linked Securities included RMB46.5 million non-cash portion and RMB4.9 million cash expense. |
For the twelve months ended December 31, 2025, the RMB192.3 million interest expenses related to the Equity Linked Securities included RMB173.4 million non-cash portion and RMB18.9 million cash expense.
| (5) | 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. |
| 21 |
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
(Expressed in thousands, except for percentages)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||||
| RMB’000 | RMB’000 | US$’000 | YoY | RMB’000 | RMB’000 | US$’000 | YoY | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||
| MINISO Brand | 4,428,593 | 5,654,421 | 808,571 | 27.7 | % | 16,002,565 | 19,524,901 | 2,792,023 | 22.0 | % | ||||||||||||||||
| -Chinese mainland | 2,296,877 | 2,871,989 | 410,689 | 25.0 | % | 9,328,231 | 10,896,147 | 1,558,128 | 16.8 | % | ||||||||||||||||
| -Overseas markets | 2,131,716 | 2,782,432 | 397,882 | 30.5 | % | 6,674,334 | 8,628,754 | 1,233,895 | 29.3 | % | ||||||||||||||||
| TOP TOY Brand(1) | 282,808 | 599,037 | 85,661 | 111.8 | % | 983,525 | 1,915,618 | 273,930 | 94.8 | % | ||||||||||||||||
| Others | 1,304 | 612 | 88 | (53.1 | )% | 7,935 | 3,308 | 473 | (58.3 | )% | ||||||||||||||||
| 4,712,705 | 6,254,070 | 894,320 | 32.7 | % | 16,994,025 | 21,443,827 | 3,066,426 | 26.2 | % | |||||||||||||||||
Note:
(1) Revenue from TOP TOY brand only represents revenue generated from external parties.
| 22 |
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN CHINESE MAINLAND
| As of | ||||||||||||
December 31, 2024 | December 31, 2025 | YoY | ||||||||||
| By City Tiers | ||||||||||||
| First-tier cities | 587 | 609 | 22 | |||||||||
| Second-tier cities | 1,822 | 1,881 | 59 | |||||||||
| Third- and lower-tier cities | 1,977 | 2,078 | 101 | |||||||||
| Total | 4,386 | 4,568 | 182 | |||||||||
| 23 |
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN OVERSEAS MARKETS
| As of | ||||||||||||
December 31, 2024 | December 31, 2025 | YoY | ||||||||||
| By Regions | ||||||||||||
| Asia excluding China | 1,611 | 1,793 | 182 | |||||||||
| North America | 350 | 461 | 111 | |||||||||
| Latin America | 637 | 722 | 85 | |||||||||
| Europe | 295 | 361 | 66 | |||||||||
| Others | 225 | 246 | 21 | |||||||||
| Total | 3,118 | 3,583 | 465 | |||||||||
*For identification purpose only
| 24 |
Exhibit 99.5
Hong Kong 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 arising from or in reliance upon 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 in the Cayman Islands with limited liability)
(Stock Code: 9896)
INSIDE INFORMATION
QUARTER AND FULL YEAR
UNAUDITED FINANCIAL RESULTS ENDED
DECEMBER 31, 2025
This announcement is issued pursuant to Rule 13.09 of the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited and under Part XIVA of the Securities and Futures Ordinance (Cap. 571).
MINISO Group Holding Limited (“MINISO” or the “Company”) is pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries for the three months and full year ended December 31, 2025. |
The Company is pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries for the three months and full year ended December 31, 2025 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 March 31, 2026 (Eastern Standard Time), in relation to the unaudited financial results for the three months and full year ended December 31, 2025, some of which may constitute material inside information of the Company.
| 1 |
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 full year ended December 31, 2025 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, March 31, 2026
As of the date of this announcement, the board of directors of the Company comprises Mr. YE Guofu as executive Director, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.
| 2 |
SCHEDULE I
MINISO Group Announces December Quarter and Full Year of 2025 Unaudited Financial Results
Record Revenue Driven by Strong Brand Momentum and Successful Store Matrix Upgrade Quarterly and Annual Revenue both Hit Record Highs, Exceeding Expectations
Adjusted Operating Profit and EBITDA Delivered Robust Double-Digit Growth in December Quarter
MINISO Brand Posted Its Highest Year-over-year Revenue Growth in 8 Quarters
Chinese Mainland and the U.S. Market Delivered Exceptional Mid-Teens and Low-Twenties SSSG in December Quarter, Respectively
TOP TOY Brand Saw Successive Triple-Digit Revenue(2) Growth Net New Stores Exceeded 700 in 2025
RMB1,907.0 Million Returned to Shareholders in 2025, Representing 66% of Adjusted Net Profit
GUANGZHOU, China, March 31, 2026/PRNewswire/－ MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs, today announced its unaudited financial results for the three months and the full year ended December 31, 2025 (the “December Quarter” and the “Full Year”, respectively).
Financial Highlights for the December Quarter
| · | Revenue increased 32.7% year over year to RMB6,254.1 million (US$894.3 million), above the high end of the Company’s previous guidance range of 25%-30%. |
| · | MINISO Group delivered resilient performance with overall same-store GMV(1) growth (the “SSSG”）recording a mid-single-digit level. |
| · | Gross profit increased 30.8% year over year to RMB2,901.1 million (US$414.9 million). |
| · | Gross margin was 46.4%, compared to 47.0% in the same period last year. |
| · | Operating profit was RMB910.6 million (US$130.2 million), compared to RMB968.4 million in the same period last year, due to higher equity-settled share-based payment expenses in December Quarter. |
| 3 |
| · | Adjusted operating profit(3) increased 11.7% year over year to RMB1,062.2 million (US$151.9 million), with adjusted operating margin of 17.0%. |
| · | Loss for the period was RMB139.4 million (US$19.9 million), compared to a profit for the period of RMB809.7 million in the same period last year. The year-over-year change was mainly due to (i) share of loss of Yonghui Superstores Co., Ltd*(永輝超市股份有限公司) (“Yonghui”) of RMB547.5 million (US$78.3 million), (ii) equity-settled share-based payment expenses of RMB151.6 million (US$21.7 million), (iii) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, (iv) interest expenses related to the equity linked securities issued by the Company in January 2025 (the “Equity Linked Securities”) and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB75.3 million (US$10.8 million), and (v) other expenses of RMB59.1 million (US$8.5 million) including loss from fair value change of derivatives in relation to the Equity Linked Securities under mark-to-market impact, which have been excluded in non-IFRS financial measurement(3). |
| · | Adjusted net profit(3) increased 7.6% year over year to RMB852.7 million (US$121.9 million). |
| · | Adjusted net margin(3) was 13.6%, compared to 16.8% in the same period last year. |
| · | Adjusted EBITDA(3) increased 15.7% year over year to RMB1,419.3 million (US$203.0 million). |
| · | Adjusted EBITDA margin(3) was 22.7%, compared to 26.0% in the same period last year. |
| · | Adjusted basic and diluted earnings per American Depositary Share (the “ADS”)(3) were both RMB2.80 (US$0.40), representing a year-over-year growth of 9.4%, higher than the year-over-year growth of 7.6% of adjusted net profit, thanks to the share repurchase of the Company. |
| · | Net cash from operating activities was RMB264.1 million (US$37.8 million) in December Quarter. Capital expenditure (the “CAPEX”) was RMB232.6 million (US$33.3 million) and free cash flow was RMB31.5 million (US$4.5 million) for the December Quarter. |
Financial Highlights for the Full Year
| · | Revenue increased 26.2% year over year to RMB21,443.8 million (US$3,066.4 million). |
| · | MINISO Group overall SSSG recorded a low-single-digit level. |
| 4 |
| · | Gross profit increased 26.3% year over year to RMB9,648.1 million (US$1,379.7 million). |
| · | Gross margin was 45.0%, compared to 44.9% last year. |
| · | Operating profit was RMB3,303.1 million (US$472.3 million), compared to RMB3,315.8 million last year, due to higher equity-settled share-based payment expenses related to TOP TOY. |
| · | Adjusted operating profit(3) increased 7.9% year over year to RMB3,671.0 million (US$524.9 million), with adjusted operating margin of 17.1%. |
| · | Profit for the period was RMB1,209.8 million (US$173.0 million), compared with RMB2,635.4 million last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB812.7 million (US$116.2 million), (ii) equity-settled share-based payment expenses of RMB367.9 million (US$52.6 million), (iii) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB279.0 million (US$39.9 million), (iv) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, and (v) other expenses of RMB70.3 million (US$10.1 million) including loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives related to the Equity Linked Securities, which have been excluded in non-IFRS financial measurement(3). |
| · | Adjusted net profit(3) increased 6.5% to RMB2,898.2 million (US$414.4 million). |
| · | Adjusted net margin(3) was 13.5%, compared to 16.0% last year. |
| · | Adjusted EBITDA(3) increased 14.4% year over year to RMB4,959.9 million (US$709.3 million). |
| · | Adjusted EBITDA margin(3) was 23.1%, compared to 25.5% last year. |
| · | Adjusted basic earnings per ADS(3) increased 8.3% year over year to RMB9.44 (US$1.35). |
| · | Adjusted diluted earnings per ADS(3) increased 7.8% year over year to RMB9.36 (US$1.34). The year-over-year growth of adjusted basic and diluted earnings per ADS was higher than the year-over-year growth of 6.5% of adjusted net profit, thanks to the share repurchase of the Company. |
| 5 |
| · | Cash position(4) was RMB7,087.9 million (US$1,013.6 million) as of December 31, 2025, compared to RMB6,698.1 million as of December 31, 2024. |
| · | Net cash from operating activities was RMB2,577.9 million (US$368.6 million), with an operating cash flow to adjusted net profit ratio of 88.9%. CAPEX was RMB997.7 million (US$142.7 million) and free cash flow was RMB1,580.2 million (US$225.9 million) for the Full Year. |
Store Network Expansion
As of December 31, 2025, the Company’s total store count reached 8,485, representing a net increase of 705 year over year.
| · | MINISO Brand: totaled 8,151 stores (647 net new openings in 2025), driven by: |
| · | Chinese Mainland: 4,568 stores (up 182 year over year). |
| · | Overseas Markets: 3,583 stores (up 465 year over year). |
| · | TOP TOY Brand: totaled 334 stores, representing a net increase of 58 year over year. |
Notes:
| (1) | “Same-store GMV” refers to the GMV generated by those stores that opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods and closed for less than 30 days during both comparative periods. “SSSG” refers to the year-over-year growth of same-store GMV. |
| (2) | Revenue from TOP TOY brand only represents revenue generated from external parties. |
| (3) | See the sections titled “Non-IFRS Financial Measures” and “Reconciliation of Non-IFRS Financial Measures” in this press release for more information. |
| (4) | “Cash position” refers to the combined balance of the Company’s cash and cash equivalents, restricted cash, term deposits with original maturity over three months, and other investments recorded as current assets. |
| 6 |
The following table provides a breakdown of the Company’s store network and its changes on a year-over-year basis. The number of directly operated stores reached 768 on group level. 71.9% of new MINISO stores in the past twelve months were located in overseas markets.
| As of | ||||||||||||
| December 31, 2024 | December 31, 2025 | YoY | ||||||||||
| Number of stores on group level | 7,780 | 8,485 | 705 | |||||||||
| Number of MINISO stores | 7,504 | 8,151 | 647 | |||||||||
| Chinese mainland | 4,386 | 4,568 | 182 | |||||||||
| – Directly operated stores | 25 | 18 | (7 | ) | ||||||||
| – Stores operated under Retail Partner model | 4,335 | 4,522 | 187 | |||||||||
| – Stores operated under distributor model | 26 | 28 | 2 | |||||||||
| Overseas markets | 3,118 | 3,583 | 465 | |||||||||
| – Directly operated stores | 503 | 700 | 197 | |||||||||
| – Stores operated under Retail Partner model | 404 | 432 | 28 | |||||||||
| – Stores operated under distributor model | 2,211 | 2,451 | 240 | |||||||||
| Number of TOP TOY stores | 276 | 334 | 58 | |||||||||
| Chinese mainland | 272 | 304 | 32 | |||||||||
| – Directly operated stores | 38 | 35 | (3 | ) | ||||||||
| – Stores operated under Retail Partner model | 234 | 269 | 35 | |||||||||
| Overseas markets | 4 | 30 | 26 | |||||||||
| – Directly operated stores | 2 | 15 | 13 | |||||||||
| – Stores operated under Retail Partner model | 2 | 4 | 2 | |||||||||
| – Stores operated under distributor model | – | 11 | 11 | |||||||||
| 7 |
Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, “December Quarter closed out a year of our solid execution in 2025. Both quarterly and annual revenue have achieved new heights and crossed the milestones of RMB6 billion and RMB20 billion, respectively. In December Quarter, our strategic markets such as Chinese Mainland and the U.S. market were strong outperformers. We were thrilled to see strong momentum in MINISO Chinese Mainland in December Quarter, with highest year-over-year revenue growth of 25.0% over the past 8 quarters, powered by its robust SSSG of mid-teens level. Despite tariff headwinds, MINISO brand in the U.S. market reached a robust low-twenties SSSG this quarter. This success reflects our global expertise and strategic foresight, as well as the structural resilience built through an agile supply chain. At the same time, it strongly validates our strategic direction and execution, further bolstering our confidence in our growth.
We remain steadfast in our commitment to high-quality development, propelling our brand momentum to new heights. This year, we achieved higher revenue growth with fewer net store openings, marking a more disciplined and efficient growth model. Leveraging new retail formats across channels, represented by MINISO SPACE, MINISO LAND and MINISO FRIENDS, we are converting global scale into sustainable brand influence. We are evolving our stores into resonant interactive spaces, fostering deeper and more lasting emotional bonds with our consumers.”
“Looking ahead, we are continuing to reinforce our creative-driven momentum. By staying curious and committed to continuous learning, we are strengthening a resilient brand ecosystem centered on interest-driven consumption, delivering joy and value that remains steadfast through global cycles.” Mr. Ye continued.
Mr. Eason Zhang, CFO of MINISO, commented, “Thanks to outstanding performance of all segments, year-over-year growth of both quarterly and annual revenue outperformed our previous guidance. In December Quarter, gross profit margin reached 46.4%. Adjusted operating profit increased 11.7% to RMB1,062.2 million, with adjusted operating margin of 17.0%. Adjusted EBITDA increased 15.7% to RMB1,419.3 million, with adjusted EBITDA margin of 22.7%. Adjusted earnings per ADS increased 9.4% to RMB2.80. For the year of 2025, net cash from operation activities reached RMB2,577.9 million, as a ratio of 88.9% of adjusted net profit. As of the end of 2025, we still maintained a strong cash position of RMB7,087.9 million. In 2025, the Board approved an automatic share repurchase program to repurchase shares up to HK$1.8 billion from the open markets, underscoring our unwavering confidence in MINISO’s intrinsic value and ensuring that our buyback momentum remained uninterrupted even during restricted periods. We have returned shareholders RMB1,907.0 million in 2025, including record-high share buyback of RMB549.2 million and dividends of RMB1,357.8 million, accounting for 65.8% of adjusted net profit for 2025.
In addition, we are pleased to announce a final dividend in the amount of around RMB809.7 million, which was approximately 50% of the adjusted net profit generated in the second half of 2025, payable in April 2026. Our capital allocation strategy in the future will continue to balance growth and our commitment to bringing stable and foreseeable returns to shareholders.”
“As we head into 2026, we uphold our commitment to capital discipline, driving operational leverage enterprise-wise. Our focus remains on delivering durable top-line growth and margin improvement by maintaining a flexible and agile posture to mitigate macroeconomic risks as well as sharpening our operational efficiency. By remaining highly responsive to market shifts and capitalizing on new growth drivers, we are well-positioned to navigate external volatility and deliver sustainable and long-term returns to our shareholders.” Mr. Zhang concluded.
| 8 |
Dividend Declaration
On March 31, 2026, the Board approved the distribution of a final cash dividend in the amount of US$0.3764 per ADS or US$0.0941 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on April 20, 2026, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for holders of ordinary shares in Hong Kong will be April 17, 2026; and the ex-dividend date for holders of ADSs will be April 20, 2026. The payment date is expected to be on April 29, 2026 for holders of ordinary shares and around May 4, 2026 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$115.8 million (RMB809.7 million), at an exchange rate of RMB6.9931 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 2025 and will be distributed from additional paid-in capital and settled by a cash distribution.
For holders of ordinary shares, in order to qualify for the final dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 P.M on April 20, 2026 (Beijing/Hong Kong Time). The record date is April 20, 2026 (Beijing/Hong Kong Time).
Financial Results for the December Quarter
Revenue was RMB6,254.1 million (US$894.3 million), representing an increase of 32.7% year over year.
Revenue from MINISO brand increased by 27.7% year over year to RMB5,654.4 million (US$808.6 million), including (i) an increase of 25.0% in revenue from MINISO brand in Chinese mainland, accelerating sequentially by quarters since 2025, and (ii) an increase of 30.5% in revenue from MINISO brand in overseas markets. Overseas revenue contributed to 49.2% of revenue from MINISO brand.
| 9 |
Revenue(1) from TOP TOY brand increased by 111.8% to RMB599.0 million (US$85.7 million).
For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales was RMB3,352.9 million (US$479.5 million), representing an increase of 34.4% year over year.
Gross profit was RMB2,901.1 million (US$414.9 million), representing an increase of 30.8% year over year.
Gross margin was 46.4%, compared to 47.0% in the same period last year. The year-over-year change in gross profit margin resulted from strategic product mix optimization to drive top-line performance, partially offset by a structural benefit from higher revenue mix of directly operating business.
Selling and distribution expenses were RMB1,654.9 million (US$236.6 million), representing an increase of 65.3% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB1,544.8 million (US$220.9 million), representing an increase of 47.4% year over year. The year-over-year increase was mainly attributable to the Company’s investments into directly operated stores to pursue the future success of the Company’s business, especially in strategic overseas markets such as the U.S. market. As of December 31, 2025, total number of directly operated stores on the group level was 768, compared to 568 as of December 31, 2024. In the December Quarter, revenue from directly operated stores increased 61.1%, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased 41.1%, decelerating from the year-over-year increase of 54.5% for the first nine months of 2025. Licensing expenses increased 107.0%, which was in relation to the Company’s strategic commitment to IP development to pave the way for future growth, as a percentage of around 3% of revenue, compared to 2% in the same period last year. Promotion and advertising expenses increased 30.2%, as a percentage of revenue stabilizing at around 4% in both comparative periods. Logistics expenses increased 19.2% year over year.
General and administrative expenses were RMB377.9 million (US$54.0 million), representing an increase of 36.5% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB336.5 million (US$48.1 million), representing an increase of 36.3% year over year. The year-over-year increase was primarily due to the increase of personnel-related expenses in relation to the growth of the Company’s business.
Other net income was RMB63.1 million (US$9.0 million), compared to RMB36.2 million in the same period last year. The year-over-year increase was mainly due to an increase in fair value of other investments, partially offset by a larger net foreign exchange loss compared with the same period last year.
Operating profit was RMB910.6 million (US$130.2 million), compared with RMB968.4 million in the same period last year, due to higher equity-settled share-based payment expenses in December Quarter.
| 10 |
Adjusted operating profit(2) was RMB1,062.2 million (US$151.9 million), representing an increase of 11.7% year over year, with adjusted operating margin of 17.0%.
Net finance cost was RMB93.6 million (US$13.4 million), compared to RMB16.1 million in the same period last year. The year-over-year increase in finance cost was due to (i) increased interest expenses in relation to the Equity Linked Securities and the bank loans used for acquisition of the equity interest of Yonghui, both of which have been excluded in non-IFRS financial measures(2), and (ii) increased interest expenses on lease liabilities corresponding to the Company’s investment in directly operated stores.
Share of loss of equity-accounted investees, net of tax was RMB550.4 million (US$78.7 million), compared to share of profit of RMB3.7 million in the same period last year. The year-over-year change was mainly attributable to share of loss in Yonghui, which has been excluded in non-IFRS financial measures(2).
Changes in fair value of redemption liabilities were RMB158.5 million (US$22.7 million), which was a loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025 and has been excluded in non-IFRS financial measures(2).
Other expenses were RMB59.1 million (US$8.5 million), mainly attributable to loss from fair value change of derivatives under mark-to-market impact, which was in relation to the Equity Linked Securities and has been excluded in non-IFRS financial measures(2).
Effective tax rate was 384.4%, compared to 15.3% in the same period last year. The elevated effective tax rate in December Quarter was primarily driven by non-deductible losses at the consolidation level.
Adjusted effective tax rate(2) was 20.2%, which excluded the impact on effective tax rate as a result of adjusted items, compared to 15.6% in the same period last year.
Loss for the period was RMB139.4 million (US$19.9 million), compared to profit for the period of RMB809.7 million in the same period last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB547.5 million (US$78.3 million), (ii) equity-settled share-based payment expenses of RMB151.6 million (US$21.7 million), (iii) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, (iv) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB75.3 million (US$10.8 million), and (v) other expenses of RMB59.1 million (US$8.5 million) including loss from fair value change of derivatives in relation to the Equity Linked Securities under mark-to-market impact, which have been excluded in non-IFRS financial measurement(2).
| 11 |
Adjusted net profit(2) was RMB852.7 million (US$121.9 million), increased by 7.6% year over year.
Adjusted net margin(2) was 13.6%, compared to 16.8% in the same period last year.
Adjusted EBITDA(2) was RMB1,419.3 million (US$203.0 million), representing an increase of 15.7% year over year.
Adjusted EBITDA margin(2) was 22.7%, compared to 26.0% in the same period last year.
Basic and diluted loss per ADS were both RMB0.48 (US$0.07) in the December Quarter, compared with the basic and diluted earnings per ADS of RMB2.60 in the same period last year.
Adjusted basic and diluted earnings per ADS(2) were both RMB2.80 (US$0.40) in the December Quarter, representing a year-over-year growth of 9.4%, higher than the year-over-year growth of 7.6% of adjusted net profit, thanks to the share repurchase of the Company.
Net cash from operating activities as RMB264.1 million (US$37.8 million) in December Quarter. CAPEX was RMB232.6 million (US$33.3 million) and free cash flow was RMB31.5 million (US$4.5 million) for the December Quarter.
Financial Results for the Full Year
Revenue was RMB21,443.8 million (US$3,066.4 million), representing an increase of 26.2% year over year.
Revenue from MINISO brand increased by 22.0% to RMB19,524.9 million (US$2,792.0 million), including (i) an increase of 16.8% in revenue from MINISO brand in Chinese mainland, with its annual revenue exceeding RMB10 billion for the first time, and (ii) an increase of 29.3% in revenue from MINISO brand in overseas markets. The overseas revenue contributed to 44.2% of revenue from MINISO brand.
Revenue(1) from TOP TOY brand increased by 94.8% to RMB1,915.6 million (US$273.9 million).
For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales was RMB11,795.7 million (US$1,686.8 million), representing an increase of 26.1% year over year.
| 12 |
Gross profit was RMB9,648.1 million (US$1,379.7 million), representing an increase of 26.3% year over year.
Gross margin was 45.0%, compared to 44.9% last year.
Selling and distribution expenses were RMB5,265.8 million (US$753.0 million), increased by 49.6% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB5,045.7 million (US$721.5 million), increased by 43.9% year over year.
General and administrative expenses were RMB1,225.4 million (US$175.2 million), increased by 31.5% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB1,077.5 million (US$154.1 million), increased by 25.3% year over year.
Other net income was RMB195.6 million (US$28.0 million), compared to RMB114.7 million last year. The year-over-year increase was mainly due to (i) an increase in fair value of other investments and investment income in wealth management products, and (ii) a smaller net foreign exchange loss compared with last year.
Operating profit was RMB3,303.1 million (US$472.3 million), compared to RMB3,315.8 million last year, due to higher equity-settled share-based payment expenses related to TOP TOY.
Adjusted operating profit(2) was RMB3,671.0 million (US$524.9 million), representing an increase of 7.9% year over year, with adjusted operating margin of 17.1%.
Net finance cost was RMB326.5 million (US$46.7 million), compared to net finance income of RMB25.8 million last year. The year-over-year increase in finance cost was due to (i) increased interest expenses in relation to the Equity Linked Securities and the bank loans used for acquisition of the equity interest of Yonghui, both of which have been excluded in non-IFRS financial measures(2), and (ii) increased interest expenses on lease liabilities corresponding to the Company’s investment in directly operated stores.
Share of loss of equity-accounted investees, net of tax was RMB834.5 million (US$119.3 million), compared with share of profit of RMB6.0 million last year. The year-over-year change was mainly attributable to share of loss in Yonghui, which has been excluded in non-IFRS financial measures(2).
Changes in fair value of redemption liabilities were RMB158.5 million (US$22.7 million), which was a loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025 and has been excluded in non-IFRS financial measures(2).
| 13 |
Other expenses were RMB70.3 million (US$10.1 million), mainly attributable to loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives, which were in relation to the Equity Linked Securities and have been excluded in non-IFRS financial measures(2).
Effective tax rate was 36.8%, compared to 21.3% last year. The elevated effective tax rate was primarily driven by non-deductible losses at the consolidation level.
Adjusted effective tax rate(2) was 20.1%, which excluded the impact on effective tax rate as a result of adjusted items, compared to 20.7% last year.
Profit for the period was RMB1,209.8 million (US$173.0 million), compared to RMB2,635.4 million last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB812.7 million (US$116.2 million), (ii) equity-settled share-based payment expenses of RMB367.9 million (US$52.6 million), (iii) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB279.0 million (US$39.9 million), (iv) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, and (v) other expenses of RMB70.3 million (US$10.1 million) including loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives related to the Equity Linked Securities, which have been excluded in non-IFRS financial measurement(2).
Adjusted net profit(2) increased 6.5% year over year to RMB2,898.2 million (US$414.4 million).
Adjusted net margin(2) was 13.5%, compared to 16.0% last year.
Adjusted EBITDA(2) increased 14.4% year over year to RMB4,959.9 million (US$709.3 million).
Adjusted EBITDA margin(2) was 23.1%, compared to 25.5% last year.
Basic earnings per ADS was RMB3.92 (US$0.56), compared to RMB8.44 last year.
Diluted earnings per ADS was RMB3.92 (US$0.56), compared to RMB8.40 last year.
| 14 |
Adjusted basic earnings per ADS(2) increased 8.3% year over year to RMB9.44 (US$1.35), compared to RMB8.72 last year.
Adjusted diluted earnings per ADS(2) increased 7.8% year over year to RMB9.36 (US$1.34), compared to RMB8.68 last year. The year-over-year growth of adjusted basic and diluted earnings per ADS was higher than the year-over-year growth of 6.5% of adjusted net profit, thanks to the share repurchase of the Company.
Cash position, 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 RMB7,087.9 million (US$1,013.6 million) as of December 31, 2025, compared to RMB6,698.1 million as of December 31, 2024.
Net cash from operating activities was RMB2,577.9 million (US$368.6 million), with an operating cash flow to adjusted net profit ratio of 88.9%. CAPEX was RMB997.7 million (US$142.7 million) and free cash flow was RMB1,580.2 million (US$225.9 million) for the Full Year.
Notes:
| (1) | Revenue from TOP TOY brand only represents revenue generated from external parties. |
| (2) | See the sections titled “Non-IFRS Financial Measures” and “Reconciliation of Non-IFRS Financial Measures” in this press release for more information. |
Conference Call
The Company’s management will hold an earnings conference call at 5:00 A.M. Eastern Time on Tuesday, March 31, 2026 (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 via the following methods:
Access 1
Join Zoom meeting.
Zoom link: https://zoom.us/j/96682426410?pwd=oaoHL89u0ocUW6ysi327wsp64m2PYv.1
Meeting Number: 966 8242 6410
Meeting Passcode: 9896
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Access 2
Listeners of the meeting may access the call by dialing the following numbers and using the same meeting number and passcode as 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 of the meeting can also access the call 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 high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs. Since opening our first store in Chinese mainland in 2013, the Company has successfully built two brands – “MINISO” and “TOP TOY”. The Company’s flagship brand “MINISO” has grown into a globally recognized retail brand that offers a frequently-refreshed assortment of lifestyle products through an extensive store network worldwide. The Company’s products cover diverse consumer needs and consumers are drawn to MINISO for our products’ trendiness, creativeness, high quality and affordability. 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 December 31, 2025, which was RMB6.9931 to US$1.0000. The percentages stated in this press release are calculated based on the RMB amounts.
| 16 |
Non-IFRS Financial Measures
In evaluating the business, MINISO considers and uses adjusted operating profit, adjusted operating margin, adjusted effective tax rate, 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 operating profit as operating profit for the period excluding equity-settled share-based payment expenses. MINISO calculates adjusted operating margin by dividing adjusted operating profit by revenue for the same period. MINISO defines adjusted effective tax rate as the effective tax rate excluding the tax impact of adjusted items, under non-IFRS financial measures. MINISO defines adjusted net profit as profit for the period excluding equity-settled share-based payment expenses, gain or loss from fair value change of derivatives, issuance cost of derivatives and interest expenses related to the Equity Linked Securities, interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, share of profit or loss of Yonghui, net of tax, and changes in fair value of redemption liabilities arising from preferred shares. 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 excluding interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui 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.
| 17 |
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 financial 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:
MINISO Group Holding Limited
Email: ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039
| 18 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in thousands)
| As
at December 31, 2024 (Audited) | As
at December 31, 2025 (Unaudited) | ||||||||
| RMB’000 | RMB’000 | US$’000 | |||||||
| ASSETS | |||||||||
| Non-current assets | |||||||||
| Property, plant and equipment | 1,436,939 | 2,109,385 | 301,638 | ||||||
| Right-of-use assets | 4,172,083 | 5,121,039 | 732,299 | ||||||
| Intangible assets | 8,802 | 94,951 | 13,578 | ||||||
| Goodwill | 21,418 | 223,187 | 31,915 | ||||||
| Deferred tax assets | 181,948 | 288,679 | 41,281 | ||||||
| Other investments | 123,399 | 201,727 | 28,847 | ||||||
| Trade and other receivables | 341,288 | 247,511 | 35,394 | ||||||
| Term deposits | 140,183 | – | – | ||||||
| Financial derivative assets | – | 774,103 | 110,695 | ||||||
| Interests in equity-accounted investees | 38,567 | 5,486,648 | 784,580 | ||||||
| 6,464,627 | 14,547,230 | 2,080,227 | |||||||
| Current assets | |||||||||
| Other investments | 100,000 | – | – | ||||||
| Inventories | 2,750,389 | 3,691,238 | 527,840 | ||||||
| Trade and other receivables | 2,207,013 | 3,307,129 | 472,913 | ||||||
| Cash and cash equivalents | 6,328,121 | 6,817,129 | 974,836 | ||||||
| Restricted cash | 1,026 | 54,229 | 7,755 | ||||||
| Term deposits | 268,952 | 216,567 | 30,969 | ||||||
| 11,655,501 | 14,086,292 | 2,014,313 | |||||||
| Total assets | 18,120,128 | 28,633,522 | 4,094,540 | ||||||
| 19 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)
(Expressed in thousands)
| As
at December 31, 2024 (Audited) | As
at December 31, 2025 (Unaudited) | ||||||||
| RMB’000 | RMB’000 | US$’000 | |||||||
| EQUITY | |||||||||
| Share capital | 94 | 94 | 13 | ||||||
| Additional paid-in capital | 4,683,577 | 2,887,905 | 412,965 | ||||||
| Other reserves | 1,329,126 | 2,232,854 | 319,294 | ||||||
| Retained earnings | 4,302,177 | 5,497,910 | 786,191 | ||||||
| Equity attributable to equity shareholders of the Company | 10,314,974 | 10,618,763 | 1,518,463 | ||||||
| Non-controlling interests | 40,548 | 100,508 | 14,372 | ||||||
| Total equity | 10,355,522 | 10,719,271 | 1,532,835 | ||||||
| LIABILITIES | |||||||||
| Non-current liabilities | |||||||||
| Contract liabilities | 35,145 | 22,418 | 3,206 | ||||||
| Loans and borrowings | 4,310 | 5,415,416 | 774,394 | ||||||
| Other payables | 59,842 | 72,586 | 10,380 | ||||||
| Lease liabilities | 1,903,137 | 2,713,798 | 388,068 | ||||||
| Financial derivative liabilities | – | 1,184,050 | 169,317 | ||||||
| Deferred income | 34,983 | 33,053 | 4,727 | ||||||
| 2,037,417 | 9,441,321 | 1,350,092 | |||||||
| 20 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)
(Expressed in thousands)
| As
at December 31, 2024 (Audited) | As
at December 31, 2025 (Unaudited) | ||||||||
| RMB’000 | RMB’000 | US$’000 | |||||||
| Current liabilities | |||||||||
| Contract liabilities | 323,292 | 388,746 | 55,590 | ||||||
| Loans and borrowings | 566,955 | 1,751,018 | 250,392 | ||||||
| Trade and other payables | 3,943,988 | 4,516,491 | 645,851 | ||||||
| Lease liabilities | 635,357 | 950,784 | 135,960 | ||||||
| Deferred income | 5,376 | 965 | 138 | ||||||
| Current taxation | 252,221 | 291,245 | 41,647 | ||||||
| Redemption liabilities arising from preferred shares | - | 573,681 | 82,035 | ||||||
| 5,727,189 | 8,472,930 | 1,211,613 | |||||||
| Total liabilities | 7,764,606 | 17,914,251 | 2,561,705 | ||||||
| Total equity and liabilities | 18,120,128 | 28,633,522 | 4,094,540 | ||||||
| 21 |
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 December 31, | Twelve months ended December 31, | |||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||
| (Unaudited) | (Unaudited) | (Audited) | (Unaudited) | |||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||
| Revenue | 4,712,705 | 6,254,070 | 894,320 | 16,994,025 | 21,443,827 | 3,066,426 | ||||||||||||
| Cost of sales | (2,495,407 | ) | (3,352,941 | ) | (479,464 | ) | (9,356,965 | ) | (11,795,708 | ) | (1,686,764 | ) | ||||||
| Gross profit | 2,217,298 | 2,901,129 | 414,856 | 7,637,060 | 9,648,119 | 1,379,662 | ||||||||||||
| Other income | 3,570 | 10,458 | 1,495 | 21,595 | 19,377 | 2,771 | ||||||||||||
| Selling and distribution expenses | (1,000,985 | ) | (1,654,883 | ) | (236,645 | ) | (3,519,534 | ) | (5,265,758 | ) | (752,993 | ) | ||||||
| General and administrative expenses | (276,870 | ) | (377,915 | ) | (54,041 | ) | (931,651 | ) | (1,225,373 | ) | (175,226 | ) | ||||||
| Other net income | 36,242 | 63,091 | 9,022 | 114,696 | 195,610 | 27,972 | ||||||||||||
| (Credit loss)/reversal of credit loss on trade and other receivables | (7,095 | ) | (12,113 | ) | (1,732 | ) | 2,469 | (33,241 | ) | (4,753 | ) | |||||||
| Impairment loss on non-current assets | (3,742 | ) | (19,161 | ) | (2,740 | ) | (8,846 | ) | (35,611 | ) | (5,092 | ) | ||||||
| Operating profit | 968,418 | 910,606 | 130,215 | 3,315,789 | 3,303,123 | 472,341 | ||||||||||||
| Finance income | 18,999 | 18,309 | 2,618 | 118,672 | 104,421 | 14,932 | ||||||||||||
| Finance costs | (35,093 | ) | (111,889 | ) | (16,000 | ) | (92,915 | ) | (430,930 | ) | (61,622 | ) | ||||||
| Net finance (costs)/income | (16,094 | ) | (93,580 | ) | (13,382 | ) | 25,757 | (326,509 | ) | (46,690 | ) | |||||||
| Share of profit/(loss) of equity-accounted investees, net of tax | 3,676 | (550,402 | ) | (78,706 | ) | 5,986 | (834,453 | ) | (119,325 | ) | ||||||||
| Other expenses | – | (59,134 | ) | (8,456 | ) | – | (70,332 | ) | (10,057 | ) | ||||||||
| Changes in fair value of redemption liabilities | – | (158,491 | ) | (22,664 | ) | – | (158,491 | ) | (22,664 | ) | ||||||||
| Profit before taxation | 956,000 | 48,999 | 7,007 | 3,347,532 | 1,913,338 | 273,605 | ||||||||||||
| Income tax expense | (146,272 | ) | (188,373 | ) | (26,937 | ) | (712,104 | ) | (703,524 | ) | (100,603 | ) | ||||||
| Profit/(loss) for the period | 809,728 | (139,374 | ) | (19,930 | ) | 2,635,428 | 1,209,814 | 173,002 | ||||||||||
| 22 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED)
(Expressed in thousands, except for per ordinary share and per ADS data)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2024 (Audited) | 2025 (Unaudited) | |||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||
| Attributable to: | ||||||||||||||||||
| Equity shareholders of the Company | 805,693 | (141,524 | ) | (20,237 | ) | 2,617,560 | 1,205,045 | 172,320 | ||||||||||
| Non-controlling interests | 4,035 | 2,150 | 307 | 17,868 | 4,769 | 682 | ||||||||||||
| Earnings/(Loss) per share for ordinary shares | ||||||||||||||||||
| – Basic | 0.65 | (0.12 | ) | (0.02 | ) | 2.11 | 0.98 | 0.14 | ||||||||||
| – Diluted | 0.65 | (0.12 | ) | (0.02 | ) | 2.10 | 0.98 | 0.14 | ||||||||||
| Earnings/(loss) per ADS | ||||||||||||||||||
| (Each ADS represents 4 ordinary shares) | ||||||||||||||||||
| – Basic | 2.60 | (0.48 | ) | (0.07 | ) | 8.44 | 3.92 | 0.56 | ||||||||||
| – Diluted | 2.60 | (0.48 | ) | (0.07 | ) | 8.40 | 3.92 | 0.56 | ||||||||||
| 23 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED)
(Expressed in thousands)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2024 (Audited) | 2025 (Unaudited) | |||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||
| Profit/(loss) for the period | 809,728 | (139,374 | ) | (19,930 | ) | 2,635,428 | 1,209,814 | 173,002 | ||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||||
| Exchange differences on translation of financial statements of foreign operations | 3,420 | 8,690 | 1,243 | 19,128 | 2,914 | 417 | ||||||||||||
| Share of other comprehensive loss of equity-accounted investees | – | (1,046 | ) | (150 | ) | – | (1,046 | ) | (150 | ) | ||||||||
| Other comprehensive income for the period | 3,420 | 7,644 | 1,093 | 19,128 | 1,868 | 267 | ||||||||||||
| Total comprehensive income/(loss) for the period | 813,148 | (131,730 | ) | (18,837 | ) | 2,654,556 | 1,211,682 | 173,269 | ||||||||||
| Attributable to: | ||||||||||||||||||
| Equity shareholders of the Company | 812,694 | (132,845 | ) | (18,996 | ) | 2,635,833 | 1,210,528 | 173,104 | ||||||||||
| Non-controlling interests | 454 | 1,115 | 159 | 18,723 | 1,154 | 165 | ||||||||||||
| 24 |
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES
(Expressed in thousands, except for percentages)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2024 (Audited) | 2025 (Unaudited) | |||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||
| Reconciliation of operating profit for the period to adjusted operating profit | ||||||||||||||||||
| Operating profit | 968,418 | 910,606 | 130,215 | 3,315,789 | 3,303,123 | 472,341 | ||||||||||||
| Add back: | ||||||||||||||||||
| Equity-settled share-based payment expenses | (17,206 | ) | 151,555 | 21,672 | 85,184 | 367,869 | 52,605 | |||||||||||
| Adjusted operating profit | 951,212 | 1,062,161 | 151,887 | 3,400,973 | 3,670,992 | 524,946 | ||||||||||||
| Adjusted operating margin | 20.2 | % | 17.0 | % | 17.0 | % | 20.0 | % | 17.1 | % | 17.1 | % | ||||||
| 25 |
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)
(Expressed in percentages)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2024 (Audited) | 2025 (Unaudited) | |||||||||
| Reconciliation of effective tax rate to adjusted effective tax rate: | ||||||||||||
| Effective tax rate | 15.3 | % | 384.4 | % | 21.3 | % | 36.8 | % | ||||
| Impact on effective tax rate as a result of adjusted items | 0.3 | % | (364.2 | )% | (0.6 | )% | (16.7 | )% | ||||
| Adjusted effective tax rate | 15.6 | % | 20.2 | % | 20.7 | % | 20.1 | % | ||||
| 26 |
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)
(Expressed in thousands, except for per share, per ADS data and percentages)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2024 (Audited) | 2025 (Unaudited) | |||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||
| Reconciliation of profit for the period to adjusted net profit: | ||||||||||||||||||
| Profit/(loss) for the period | 809,728 | (139,374 | ) | (19,930 | ) | 2,635,428 | 1,209,814 | 173,002 | ||||||||||
| Add back: | ||||||||||||||||||
| Equity-settled share-based payment expenses | (17,206 | ) | 151,555 | 21,672 | 85,184 | 367,869 | 52,605 | |||||||||||
| Loss from fair value change of derivatives(1)(2) | – | 59,134 | 8,456 | – | 25,668 | 3,670 | ||||||||||||
| Issuance cost of derivatives(1)(3) | – | – | – | – | 44,664 | 6,387 | ||||||||||||
| Interest expenses related to Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui(1) | – | 75,316 | 10,770 | – | 278,973 | 39,893 | ||||||||||||
| – Interest expenses related to the Equity Linked Securities(4) | – | 51,365 | 7,345 | – | 192,342 | 27,505 | ||||||||||||
| – Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui | – | 23,951 | 3,425 | – | 86,631 | 12,388 | ||||||||||||
| Share of loss of Yonghui, net of tax(1) | – | 547,545 | 78,298 | – | 812,684 | 116,212 | ||||||||||||
| Changes in fair value of redemption liabilities(1) | – | 158,491 | 22,664 | – | 158,491 | 22,664 | ||||||||||||
| Adjusted net profit | 792,522 | 852,667 | 121,930 | 2,720,612 | 2,898,163 | 414,433 | ||||||||||||
| Adjusted net margin | 16.8 | % | 13.6 | % | 13.6 | % | 16.0 | % | 13.5 | % | 13.5 | % | ||||||
| Attributable to: | ||||||||||||||||||
| Equity shareholders of the Company | 788,300 | 849,492 | 121,476 | 2,702,191 | 2,891,345 | 413,458 | ||||||||||||
| Non-controlling interests | 4,222 | 3,175 | 454 | 18,421 | 6,818 | 975 | ||||||||||||
| Adjusted net earnings per share(5) | ||||||||||||||||||
| – Basic | 0.64 | 0.70 | 0.10 | 2.18 | 2.36 | 0.34 | ||||||||||||
| – Diluted | 0.64 | 0.70 | 0.10 | 2.17 | 2.34 | 0.33 | ||||||||||||
| Adjusted net earnings per ADS | ||||||||||||||||||
| (Each ADS represents 4 ordinary shares) | ||||||||||||||||||
| –Basic | 2.56 | 2.80 | 0.40 | 8.72 | 9.44 | 1.35 | ||||||||||||
| – Diluted | 2.56 | 2.80 | 0.40 | 8.68 | 9.36 | 1.34 | ||||||||||||
| 27 |
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)
(Expressed in thousands, except for percentages)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||
| 2024 (Unaudited) | 2025 (Unaudited) | 2024 (Audited) | 2025 (Unaudited) | |||||||||||||||
| RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||
| Reconciliation of adjusted net profit for the period to adjusted EBITDA: | ||||||||||||||||||
| Adjusted net profit | 792,522 | 852,667 | 121,930 | 2,720,612 | 2,898,163 | 414,433 | ||||||||||||
| Add back: | ||||||||||||||||||
| Depreciation and amortization | 253,304 | 341,735 | 48,867 | 808,694 | 1,206,305 | 172,499 | ||||||||||||
| Finance costs excluding interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui | 35,093 | 36,573 | 5,230 | 92,915 | 151,957 | 21,729 | ||||||||||||
| Income tax expense | 146,272 | 188,373 | 26,937 | 712,104 | 703,524 | 100,603 | ||||||||||||
| Adjusted EBITDA | 1,227,191 | 1,419,348 | 202,964 | 4,334,325 | 4,959,949 | 709,264 | ||||||||||||
| Adjusted EBITDA margin | 26.0 | % | 22.7 | % | 22.7 | % | 25.5 | % | 23.1 | % | 23.1 | % | ||||||
Notes:
| (1) | These adjustment items have been excluded from the calculation of adjusted net profit as the Company does not consider such items to be indicative of its operating performance of core business in the future. |
| (2) | The gain or loss from fair value change of derivatives was a non-cash gain or expense that was related to the fair value of the Equity Linked Securities and call spread. It was determined primarily by movements in the underlying share price. |
| (3) | The issuance cost of derivatives was a one-off expense that was related to the Equity Linked Securities. |
| (4) | For the three months ended December 31, 2025, the RMB51.4 million interest expenses related to the Equity Linked Securities included RMB46.5 million non-cash portion and RMB4.9 million cash expense. |
For the twelve months ended December 31, 2025, the RMB192.3 million interest expenses related to the Equity Linked Securities included RMB173.4 million non-cash portion and RMB18.9 million cash expense.
| (5) | 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. |
| 28 |
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
(Expressed in thousands, except for percentages)
| Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||
| RMB’000 | RMB’000 | US$’000 | YoY | RMB’000 | RMB’000 | US$’000 | YoY | |||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| MINISO Brand | 4,428,593 | 5,654,421 | 808,571 | 27.7 | % | 16,002,565 | 19,524,901 | 2,792,023 | 22.0 | % | ||||||||||||||
| – Chinese mainland | 2,296,877 | 2,871,989 | 410,689 | 25.0 | % | 9,328,231 | 10,896,147 | 1,558,128 | 16.8 | % | ||||||||||||||
| – Overseas markets | 2,131,716 | 2,782,432 | 397,882 | 30.5 | % | 6,674,334 | 8,628,754 | 1,233,895 | 29.3 | % | ||||||||||||||
| TOP TOY Brand(1) | 282,808 | 599,037 | 85,661 | 111.8 | % | 983,525 | 1,915,618 | 273,930 | 94.8 | % | ||||||||||||||
| Others | 1,304 | 612 | 88 | (53.1 | )% | 7,935 | 3,308 | 473 | (58.3 | )% | ||||||||||||||
| 4,712,705 | 6,254,070 | 894,320 | 32.7 | % | 16,994,025 | 21,443,827 | 3,066,426 | 26.2 | % | |||||||||||||||
Note:
| (1) | Revenue from TOP TOY brand only represents revenue generated from external parties. |
| 29 |
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN CHINESE MAINLAND
| As of | ||||||||||||
| December 31, 2024 | December 31, 2025 | YoY | ||||||||||
| By City Tiers | ||||||||||||
| First-tier cities | 587 | 609 | 22 | |||||||||
| Second-tier cities | 1,822 | 1,881 | 59 | |||||||||
| Third- and lower-tier cities | 1,977 | 2,078 | 101 | |||||||||
| Total | 4,386 | 4,568 | 182 | |||||||||
| 30 |
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN OVERSEAS MARKETS
| As of | ||||||||||||
| December 31, 2024 | December 31, 2025 | YoY | ||||||||||
| By Regions | ||||||||||||
| Asia excluding China | 1,611 | 1,793 | 182 | |||||||||
| North America | 350 | 461 | 111 | |||||||||
| Latin America | 637 | 722 | 85 | |||||||||
| Europe | 295 | 361 | 66 | |||||||||
| Others | 225 | 246 | 21 | |||||||||
| Total | 3,118 | 3,583 | 465 | |||||||||
* For identification purpose only
| 31 |
Exhibit 99.6
Hong Kong 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 arising from or in reliance upon 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 in the Cayman Islands with limited liability)
(Stock Code: 9896)
ANNUAL RESULTS ANNOUNCEMENT
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
The board (the “Board”) of directors (the “Directors”) of MINISO Group Holding Limited (the “Company”) is pleased to announce the consolidated annual results of the Company and its subsidiaries (the “Group”) for the fiscal year ended December 31, 2025 (the “Reporting Period”), together with the comparative figures for the fiscal year ended December 31, 2024. These annual results have been reviewed by the audit committee of the Board (the “Audit Committee”).
In this announcement, “we”, “us”, “our” and “MINISO” refer to the Company and where the context otherwise requires, the Group.
FINANCIAL PERFORMANCE HIGHLIGHTS
| For
the fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| (Renminbi
(“RMB”) in thousands, except percentages and per share data) | ||||||||
| Revenue | 16,994,025 | 21,443,827 | ||||||
| Gross profit | 7,637,060 | 9,648,119 | ||||||
| Operating profit | 3,315,789 | 3,303,123 | ||||||
| Profit before taxation | 3,347,532 | 1,913,338 | ||||||
| Profit for the year | 2,635,428 | 1,209,814 | ||||||
| Profit for the year attributable to: | ||||||||
| – Equity shareholders of the Company | 2,617,560 | 1,205,045 | ||||||
| – Non-controlling interests | 17,868 | 4,769 | ||||||
| Earnings per ordinary share (the “Share(s)”): | ||||||||
| – Basic (RMB ) | 2.11 | 0.98 | ||||||
| – Diluted (RMB ) | 2.10 | 0.98 | ||||||
| Adjusted operating profit (a non-IFRS measure) | 3,400,973 | 3,670,992 | ||||||
| Adjusted net profit (a non-IFRS measure) | 2,720,612 | 2,898,163 | ||||||
| Adjusted net earnings per Share | ||||||||
| (a non-IFRS measure) | ||||||||
| – Basic (RMB ) | 2.18 | 2.36 | ||||||
| – Diluted (RMB ) | 2.17 | 2.34 | ||||||
| Adjusted EBITDA (a non-IFRS measure) | 4,334,325 | 4,959,949 | ||||||
1
NON-IFRS FINANCIAL MEASURES
In evaluating the business, MINISO considers and uses adjusted operating profit, adjusted net profit, adjusted EBITDA and adjusted basic and diluted net earnings per Share 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 operating profit as operating profit for the period excluding equity-settled share-based payment expenses. MINISO defines adjusted net profit as profit for the period excluding equity-settled share-based payment expenses, gain or loss from fair value change of derivatives, issuance cost of derivatives and interest expenses related to the Equity Linked Securities (as defined below) and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui Superstores Co., Ltd (永輝超市股份有限公司) (“Yonghui”), changes in fair value of redemption liabilities arising from preferred shares and share of loss of Yonghui, net of tax. MINISO defines adjusted EBITDA as adjusted net profit plus depreciation and amortization, finance costs excluding interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui and income tax expense. MINISO computes adjusted basic and diluted net earnings per Share by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of 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 (as defined below), except that it uses the number of 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 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 the Board.
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, or any other measures of performance prepared and presented in accordance with IFRS. 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.
The following table reconciles our adjusted operating profit, adjusted net profit and adjusted EBITDA, both non-IFRS measures, for the fiscal year ended December 31, 2024 and the fiscal year ended December 31, 2025 to the most directly comparable financial measures calculated and presented in accordance with IFRS, which are operating profit and profit for the year.
2
| For the
fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| (RMB in thousands) | ||||||||
| Operating profit | 3,315,789 | 3,303,123 | ||||||
| Add back: | ||||||||
| Equity-settled share-based payment expenses | 85,184 | 367,869 | ||||||
| Adjusted operating profit (a non-IFRS measure) | 3,400,973 | 3,670,992 | ||||||
| Profit for the year | 2,635,428 | 1,209,814 | ||||||
| Add back: | ||||||||
| Equity-settled share-based payment expenses | 85,184 | 367,869 | ||||||
| Loss from fair value change of derivatives(1)(2) | – | 25,668 | ||||||
| Issuance cost of derivatives(1)(3) | – | 44,664 | ||||||
| Interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui(1) | – | 278,973 | ||||||
| – Interest expenses related to the Equity Linked Securities(4) | – | 192,342 | ||||||
| – Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui | – | 86,631 | ||||||
| Changes in fair value of redemption liabilities(1) | – | 158,491 | ||||||
| Share of loss of Yonghui, net of tax(1) | – | 812,684 | ||||||
| Adjusted net profit (a non-IFRS measure) | 2,720,612 | 2,898,163 | ||||||
| Add back: | ||||||||
| Depreciation and amortization | 808,694 | 1,206,305 | ||||||
| Finance costs excluding interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui | 92,915 | 151,957 | ||||||
| Income tax expense | 712,104 | 703,524 | ||||||
| Adjusted EBITDA (a non-IFRS measure) | 4,334,325 | 4,959,949 | ||||||
Notes:
| (1) | These adjustment items have been excluded from the calculation of adjusted net profit as the Company does not consider such items to be indicative of its operating performance of core business in the future. |
| (2) | The RMB25,668,000 loss from fair value change of derivatives was a non-cash expense that was related to the fair value of the Equity Linked Securities and Call Spread as defined below. It was determined primarily by movements in the underlying share price. |
| (3) | The RMB44,664,000 issuance cost of derivatives was a one-off expense that was related to the Equity Linked Securities. |
| (4) | The RMB192,342,000 interest expenses related to the Equity Linked Securities included RMB173,456,000 non-cash portion and RMB18,886,000 cash expense. |
3
BUSINESS REVIEW AND OUTLOOK
Business Review for the Reporting Period
We are a global high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs. Since opening our first store in Chinese mainland in 2013, we have successfully built two brands – “MINISO” and “TOP TOY”. Our flagship brand “MINISO” has grown into a globally recognized retail brand that offers a frequently-refreshed assortment of lifestyle products through an extensive store network worldwide. Our products cover diverse consumer needs and consumers are drawn to MINISO for our products’ trendiness, creativeness, high quality and affordability.
For the fiscal year ended December 31, 2025, the total number of MINISO stores in Chinese mainland and overseas markets increased from 7,504 as of December 31, 2024 to 8,151 as of December 31, 2025. The number of TOP TOY stores increased from 276 as of December 31, 2024 to 334 as of December 31, 2025. For the fiscal year ended December 31, 2025, the aggregate GMV of the Group reached approximately RMB37.1 billion.
Brands and Products
Our MINISO products are organised across three core pillars: lifestyle, beauty and toys. For the fiscal year ended December 31, 2025, we launched an average of around 1,600 SKUs in “MINISO” channels per month, and offered consumers a wide selection of products, the vast majority of which are under the “MINISO” brand. The increase in average SKUs per month was primarily driven by the deliberate expansion of our product assortment in support of our big store format rollout and our commitment to delivering a more immersive in-store experience.
Under the “TOP TOY” brand, we offered around 17,000 SKUs as of December 31, 2025 across major pop toy categories such as model figures, 3D building blocks, vinyl plush toys and others.
4
Store Network
As of December 31, 2025, we served consumers primarily through a network of over 8,151 MINISO stores, including 4,568 MINISO stores in Chinese mainland and 3,583 MINISO stores in overseas markets. The following table shows the number of MINISO stores in Chinese mainland and overseas markets as of the dates presented:
| As of December 31, | ||||||||
| 2024 | 2025 | |||||||
| Number of MINISO stores | ||||||||
| Chinese mainland | 4,386 | 4,568 | ||||||
| Directly operated stores | 25 | 18 | ||||||
| Stores operated under Retail Partner model | 4,335 | 4,522 | ||||||
| Stores operated under distributor model | 26 | 28 | ||||||
| Overseas markets | 3,118 | 3,583 | ||||||
| Directly operated stores | 503 | 700 | ||||||
| Stores operated under Retail Partner model | 404 | 432 | ||||||
| Stores operated under distributor model | 2,211 | 2,451 | ||||||
| Total | 7,504 | 8,151 | ||||||
We have expanded our TOP TOY store network in Chinese mainland since 2020. TOP TOY has also begun to expand to overseas markets since 2024. This strategic move aligns with the Company’s plan to expand globally and strengthen its brand presence. As of December 31, 2025, we had a total of 334 TOP TOY stores, 304 of which were located in Chinese mainland. The following table shows the number of TOP TOY stores in Chinese mainland and overseas markets as of the dates presented:
| As of December 31, | ||||||||
| 2024 | 2025 | |||||||
| Number of TOP TOY stores | ||||||||
| Chinese mainland | 272 | 304 | ||||||
| Directly operated stores | 38 | 35 | ||||||
| Stores operated under Retail Partner model | 234 | 269 | ||||||
| Overseas markets | 4 | 30 | ||||||
| Directly operated stores | 2 | 15 | ||||||
| Stores operated under Retail Partner model | 2 | 4 | ||||||
| Stores operated under distributor model | – | 11 | ||||||
| Total | 276 | 334 | ||||||
5
Store operations in Chinese mainland
As of December 31, 2025, apart from 18 directly operated MINISO stores, 28 MINISO stores operated under distributor model, 35 directly operated TOP TOY stores, all of our other MINISO and TOP TOY stores in Chinese mainland were operated under Retail Partner model.
The following table shows the aggregate numbers of MINISO stores in Chinese mainland for the years indicated:
| For the
fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| Directly operated stores | ||||||||
| Number of stores at the beginning of the year | 26 | 25 | ||||||
| Net decrease in number of stores during the year | (1 | ) | (7 | ) | ||||
| Number of stores at the end of the year | 25 | 18 | ||||||
| Stores operated under Retail Partner model | ||||||||
| Number of stores at the beginning of the year | 3,878 | 4,335 | ||||||
| Net increase in number of stores during the year | 457 | 187 | ||||||
| Number of stores at the end of the year | 4,335 | 4,522 | ||||||
| Stores operated under distributor model | ||||||||
| Number of stores at the beginning of the year | 22 | 26 | ||||||
| Net increase in number of stores during the year | 4 | 2 | ||||||
| Number of stores at the end of the year | 26 | 28 | ||||||
The following table shows the aggregate number of MINISO stores in Chinese mainland by city-tiers as of the dates indicated:
| As of December 31, | ||||||||
| 2024 | 2025 | |||||||
| Number of MINISO stores in Chinese mainland | ||||||||
| First-tier cities | 587 | 609 | ||||||
| Second-tier cities | 1,822 | 1,881 | ||||||
| Third- and lower-tier cities | 1,977 | 2,078 | ||||||
| Total | 4,386 | 4,568 | ||||||
6
The Retail Partner model represents a mutually beneficial relationship between us and our Retail Partners, where we achieve rapid store network expansion with consistent brand image and consumer experience in an asset-light manner, and our Retail Partners attain attractive investment opportunities. Our Retail Partners are also motivated to maintain a loyal relationship with us. As of December 31, 2025, there were 1,157 Retail Partners that invested in MINISO stores in Chinese mainland, and 680 of them had invested for over three years. We had one distributor for the MINISO brand in Tibet, China during the fiscal year ended December 31, 2025. As of the date of this announcement, there has been no conversion of our franchisees in Chinese mainland from a Retail Partner to a distributor, or vice versa.
The following table shows the number of Retail Partners that invested in MINISO stores in Chinese mainland for the years indicated:
| For the
fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| Number of Retail Partners at the beginning of the year(1) | 1,049 | 1,071 | ||||||
| Net increase in Retail Partners during the year | 22 | 86 | ||||||
| Number of Retail Partners at the end of the year(1) | 1,071 | 1,157 | ||||||
Note:
| (1) | The number of Retail Partners at a given date is calculated based on the number of individuals and entities with effective contractual relationships with us on that date. |
The majority of our TOP TOY stores in Chinese mainland are operated under the Retail Partner model as well. As of December 31, 2024 and 2025, we had 64 and 72 Retail Partners operating TOP TOY stores, respectively. Some Retail Partners in Chinese mainland may invest in both MINISO and TOP TOY stores.
Store operations in overseas markets
We have adopted flexible store operation models, including direct operation, Retail Partner model and distributor model as we expand our global networks, 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 Retail Partner to a distributor, or vice versa.
As of December 31, 2025, in overseas markets, there were 700 stores directly operated by us and, 432 and 2,451 stores operated under the Retail Partner model and distributor model respectively.
7
The following table shows the aggregate number of MINISO stores in overseas markets for the years indicated:
| For the
fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| Directly operated stores | ||||||||
| Number of stores at the beginning of the year | 238 | 503 | ||||||
| Net increase in number of stores during the year | 265 | 197 | ||||||
| Number of stores at the end of the year | 503 | 700 | ||||||
| Stores operated under Retail Partner model | ||||||||
| Number of stores at the beginning of the year | 283 | 404 | ||||||
| Net increase in number of stores during the year | 121 | 28 | ||||||
| Number of stores at the end of the year | 404 | 432 | ||||||
| Stores operated under distributor model | ||||||||
| Number of stores at the beginning of the year | 1,966 | 2,211 | ||||||
| Net increase in number of stores during the year | 245 | 240 | ||||||
| Number of stores at the end of the year | 2,211 | 2,451 | ||||||
The following table shows the aggregate number of the distribution of MINISO stores in overseas markets by region as of the dates indicated:
| As of December 31, | ||||||||
| 2024 | 2025 | |||||||
| Number of MINISO stores in overseas markets | ||||||||
| Asia excluding China | 1,611 | 1,793 | ||||||
| North America | 350 | 461 | ||||||
| Latin America | 637 | 722 | ||||||
| Europe | 295 | 361 | ||||||
| Others | 225 | 246 | ||||||
| Total | 3,118 | 3,583 | ||||||
8
In the majority of overseas 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 MINISO overseas markets for the years indicated:
| For the
fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| Number of distributors at the beginning of the year(1) | 230 | 252 | ||||||
| Net increase in number of distributors during the year(2) | 22 | 30 | ||||||
| Number of distributors at the end of the year(1) | 252 | 282 | ||||||
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 on that date. |
| (2) | Change of contracting entities by the same distributor is not taken into account in the calculation of numbers of new distributors. |
As of December 31, 2024 and 2025, we had 114 and 109 Retail Partners in overseas markets, respectively, the decrease in the number of Retail Partners was primarily due to the decrease in the number of Retail Partners in Vietnam.
Other Key Operating Data
The following tables set forth certain of our key operating data of MINISO stores in Chinese mainland and overseas markets, respectively:
| For the
fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| MINISO stores in Chinese mainland | ||||||||
| Total GMV(1) (RMB in millions) | 14,008 | 16,363 | ||||||
| Total number of transactions (in millions) | 368.1 | 410.8 | ||||||
| Total sales volume of SKUs (in millions) | 978.8 | 1,084.7 | ||||||
| Average spending per transaction (RMB) | 38.1 | 39.8 | ||||||
| Average selling price (RMB) | 14.3 | 15.1 | ||||||
| Same-store(2) GMV Growth (%) | down
high- single digit | up
mid- single digit | ||||||
Notes:
| (1) | Includes GMV generated through MINISO offline stores and Online to Offline (“O2O”) platforms. |
| (2) | Includes stores that were opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods and were closed for less than 30 days during both comparative periods. |
9
| For the fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| MINISO stores in overseas markets | ||||||||
| Total GMV (RMB in millions) | 14,001 | 16,757 | ||||||
| Asia excluding China | 5,039 | 5,341 | ||||||
| North America | 2,141 | 3,550 | ||||||
| Latin America | 4,897 | 5,078 | ||||||
| Europe | 1,260 | 1,928 | ||||||
| Others | 664 | 860 | ||||||
| Same-store(1) GMV Growth (%) | up mid-single digit | down low-single digit | ||||||
| Asia excluding China | up high-single digit | down mid-single digit | ||||||
| North America | flat | up mid-single digit | ||||||
| Latin America | up mid-single digit | down mid-single digit | ||||||
| Europe | flat | up low-single digit | ||||||
| Others | down mid-single digit | up high-single digit | ||||||
Note:
| (1) | Includes stores that were opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods, and were closed for less than 30 days during both comparative periods. The impact of foreign exchange is excluded by adopting a constant currency exchange rate in both comparative periods. |
The following table sets forth the GMV of MINISO brand in worldwide through online channels for the years indicated:
| For the
fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| (RMB in millions) | ||||||||
| MINISO brand worldwide | ||||||||
| Total GMV through online channels(1) | 948 | 1,391 | ||||||
Note:
| (1) | Excludes GMV through O2O platforms in Chinese mainland which is accounted for in GMV through offline channels. |
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Our TOP TOY brand started operating in December 2020 in Chinese mainland. For the fiscal year ended December 31, 2025, our TOP TOY brand achieved a total GMV of RMB2,588 million through multi-channels: (1) RMB1,721 million from TOP TOY stores in Chinese mainland and RMB64 million from TOP TOY stores in overseas markets; (2) RMB321 million through online channels; and (3) RMB482 million of GMV from other channels. The following table sets forth certain of our key operating data of TOP TOY stores in Chinese mainland:
| For the fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| TOP TOY stores in Chinese mainland | ||||||||
| Total GMV (RMB in millions) | 1,148 | 1,721 | ||||||
| Total number of transactions (in millions) | 10.5 | 15.7 | ||||||
| Total sales volume of SKUs (in millions) | 19.9 | 31.0 | ||||||
| Average spending per transaction (RMB) | 109.5 | 109.8 | ||||||
| Average selling price (RMB) | 57.8 | 55.6 | ||||||
| Same-store(1) GMV Growth (%) | up mid- single digit | up low- single digit | ||||||
Note:
| (1) | Includes stores that were opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods and were closed for less than 30 days during both comparative periods. |
Marketing and Consumer Engagement
We launched our MINISO membership program in Chinese mainland in August 2018 and expanded to overseas market afterwards. As of December 31, 2024 and December 31, 2025, the number of MINISO members with at least one purchase over the past 12 months was approximately 53 million and 64 million, respectively.
The total cumulative number of MINISO members in Chinese mainland increased by 17.8% from approximately 95.2 million as of December 31, 2024 to 112.1 million as of December 31, 2025. In 2025, GMV generated from registered members contributed 59.5% of our total GMV, and 48.4% of the MINISO members made at least one purchase over the past 12 months.
The total cumulative number of MINISO members in the United States increased by 150.3% from approximately 1.8 million as of December 31, 2024 to 4.4 million as of December 31, 2025. In 2025, GMV generated from registered members contributed 51.3% of our total GMV, and 71.4% of the MINISO members made at least one purchase over the past 12 months.
RECENT DEVELOPMENTS AFTER THE REPORTING PERIOD
There were no significant events that might affect us since the end of the Reporting Period and up to the date of this announcement.
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Business Outlook
Confronting the ever-evolving macroeconomic and geopolitical landscape, the Group has demonstrated significant risk resilience and operational agility, underpinned by years of overseas expansion experience, a diversified global footprint and robust global operational capabilities. Looking ahead to 2026, we will continue to uphold our core philosophy of delivering long-term value through disciplined execution of our three strategic pillars: affordability, globalization and product innovation.
For our MINISO brand in Chinese mainland, we will remain focused on achieving high quality growth by expanding and upgrading our store network to promote a relaxing and engaging shopping experience, one filled with delightful surprises and treasure-hunting elements that keep our customers coming back again. As part of this effort, we will strategically roll out the MINISO LAND series stores, designed to deliver an elevated, immersive consumer experience that deepens brand engagement and sets a new benchmark for our retail presence. We will continue to unlock sales potential via different themed store formats while introducing new product offerings with aesthetically refined designs, high product quality and compelling affordability. By optimizing product-market fit, and fully leveraging our multi-channel sales capabilities, we aim to create strong synergies across our diversified product offerings.
For our MINISO brand in overseas markets, we will firmly pursue our globalization strategy by expanding store footprint internationally, adopting diversified yet locally tailored approaches suited to different overseas markets, and further strengthening our cooperation with overseas business partners to capture local market trends globally. Through continued IP collaborations and strategic roll-out of key products across markets, we will continue to enhance MINISO brand awareness through product differentiation, market adaptation and ongoing upgrade of our store model. As our globalization progresses, we will further facilitate our robust development in overseas markets through enhancing operational efficiency and effective localization of management across each geographic region.
For our TOP TOY brand, we were pleased that it has embarked on globalization since the fourth quarter of 2024. Looking ahead, we will continue to optimize TOP TOY’s product offerings and enhance operational efficiency to grow market share and strengthen brand image.
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MANAGEMENT DISCUSSION AND ANALYSIS
| For the
fiscal year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| (RMB in thousands) | ||||||||
| Revenue | 16,994,025 | 21,443,827 | ||||||
| Cost of sales | (9,356,965 | ) | (11,795,708 | ) | ||||
| Gross profit | 7,637,060 | 9,648,119 | ||||||
| Other income | 21,595 | 19,377 | ||||||
| Selling and distribution expenses | (3,519,534 | ) | (5,265,758 | ) | ||||
| General and administrative expenses | (931,651 | ) | (1,225,373 | ) | ||||
| Other net income | 114,696 | 195,610 | ||||||
| Reversal of credit loss/(credit loss) on trade and other receivables | 2,469 | (33,241 | ) | |||||
| Impairment loss on non-current assets | (8,846 | ) | (35,611 | ) | ||||
| Operating profit | 3,315,789 | 3,303,123 | ||||||
| Finance income | 118,672 | 104,421 | ||||||
| Finance costs | (92,915 | ) | (430,930 | ) | ||||
| Net finance income/(costs) | 25,757 | (326,509 | ) | |||||
| Other expenses | – | (70,332 | ) | |||||
| Changes in fair value of redemption liabilities | – | (158,491 | ) | |||||
| Share of profit/(loss) of equity-accounted investees, net of tax | 5,986 | (834,453 | ) | |||||
| Profit before taxation | 3,347,532 | 1,913,338 | ||||||
| Income tax expense | (712,104 | ) | (703,524 | ) | ||||
| Profit for the year | 2,635,428 | 1,209,814 | ||||||
| Profit for the year attributable to: | ||||||||
| – Equity shareholders of the Company | 2,617,560 | 1,205,045 | ||||||
| – Non-controlling interests | 17,868 | 4,769 | ||||||
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Revenue
Our total revenue was RMB21,443.8 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB16,994.0 million), representing an increase of 26.2% year over year.
Revenue from MINISO brand increased by 22.0% to RMB19,524.9 million, driven by (i) an increase of 16.8% in revenue from MINISO brand in Chinese mainland, with its annual revenue exceeding RMB10.0 billion for the first time, and (ii) an increase of 29.3% in revenue from MINISO brand in overseas markets. The overseas revenue contributed 44.2% of revenue from MINISO brand, compared to 41.7% in 2024.
Revenue from TOP TOY brand increased by 94.8% to RMB1,915.6 million.
Cost of Sales
Our cost of sales was RMB11,795.7 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB9,357.0 million), representing an increase of 26.1% year over year.
Gross Profit and Gross Margin
Our gross profit was RMB9,648.1 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB7,637.1 million). Our gross margin was 45.0% for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: 44.9%).
Other Income
Our other income was RMB19.4 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB21.6 million), which was mainly attributable to government grants and income from depositary bank.
Selling and Distribution Expenses
Our selling and distribution expenses were RMB5,265.8 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB3,519.5 million). Excluding equity-based compensation expenses, our selling and distribution expenses were RMB5,045.7 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB3,506.1 million). The year-over-year increase was mainly attributable to our investments into directly operated stores to pursue the future success of our business, especially in strategic overseas markets such as the U.S. market. As of December 31, 2025, total number of directly operated stores on the Group level was 768, compared to 568 as of December 31, 2024. For the fiscal year ended December 31, 2025, the revenue from directly operated stores increased by 71.3%, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased by 50.2%. Licensing expenses increased by 44.6%, as a percentage of revenue ranging from 2.5% to 2.8% for the fiscal year ended December 31, 2025 and its comparative period, respectively. Promotion and advertising expenses increased by 23.0%, as a percentage of revenue stabilizing at around 3.3% for the fiscal year ended December 31, 2025, compared to 3.4% in its comparative period. Logistics expenses increased by 23.0% year over year.
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General and Administrative Expenses
Our general and administrative expenses were RMB1,225.4 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB931.7 million), increased by 31.5% year over year. Excluding equity-settled share-based payment expenses, our general and administrative expenses were RMB1,077.5 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB859.9 million), increased by 25.3% year over year.
Other Net Income
Our other net income was RMB195.6 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB114.7 million). The year-over-year increase was mainly due to (i) an increase in fair value of other investments, and (ii) an increase of investment income in wealth management products.
Impairment Loss on Non-current Assets
Our impairment loss on non-current assets was RMB35.6 million for the fiscal year ended December 31, 2025（for the fiscal year ended December 31, 2024: RMB8.8 million). We recorded impairment loss on non-current assets of directly operated stores.
Operating Profit
As a result of the foregoing, we recorded operating profit of RMB3,303.1 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB3,315.8 million).
Adjusted Operating Profit (a non-IFRS measure)
We recorded an adjusted operating profit of RMB3,671.0 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB3,401.0 million), which represents operating profit plus equity-settled share-based payment expenses.
Net Finance Costs
Our net finance costs was RMB326.5 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB25.8 million of income). The year-over-year increase in net finance costs was due to (i) increased interest expenses in relation to the Equity Linked Securities and the bank loans used for acquisition of the equity interest of Yonghui, both of which have been excluded in non-IFRS financial measures, and (ii) increased interest expenses on lease liabilities corresponding to our investment in directly operated stores.
Changes in Fair Value of Redemption Liabilities
Our changes in fair value of redemption liabilities was RMB158.5 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: nil), which was a loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025.
Income Tax Expense
We recorded income tax expense of RMB703.5 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB712.1 million).
15
Share of Profit/(Loss) of Equity-Accounted Investees, Net of Tax
Our share of loss of equity-accounted investees, net of tax was RMB834.5 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: share of profit of RMB6.0 million). The year-over-year change was mainly attributable to share of loss of Yonghui, which has been excluded in non-IFRS financial measures.
Other Expenses
Our other expenses were RMB70.3 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: nil), mainly attributable to loss from a fair value change of derivatives under mark-to-market impact, which was in relation to the Equity Linked Securities and has been excluded in non-IFRS financial measures.
Profit for the Year
As a result of the foregoing, we recorded a profit for the year of RMB1,209.8 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB2,635.4 million).
Adjusted Net Profit (a non-IFRS measure)
We recorded an adjusted net profit for the year of RMB2,898.2 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB2,720.6 million) which represents profit for the year excluding equity-settled share-based payment expenses, loss from fair value change of derivatives, issuance cost of derivatives and interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, changes in fair value of redemption liabilities arising from preferred shares and share of loss of Yonghui, net of tax.
Adjusted EBITDA (a non-IFRS measure)
We recorded an adjusted EBITDA of RMB4,959.9 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB4,334.3 million), which represents adjusted net profit plus depreciation and amortization, finance costs excluding interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui and income tax expense.
Net Cash from Operating Activities and Free Cash Flow
Our net cash from operating activities was RMB2,577.9 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB2,168.3 million). Our capital expenditure was RMB997.7 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB762.5 million), and free cash flow was RMB1,580.2 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB1,405.8 million).
16
Current Ratio
Our current ratio decreased from 2.0 as of December 31, 2024 to 1.7 as of December 31, 2025, primarily due to the increase in short-term loans and borrowings, redemption liabilities arising from preferred shares related to TOP TOY’s strategic financing, trade payables related to our inventories, and lease liabilities relating to directly operated stores.
OTHER INFORMATION ABOUT OUR FINANCIAL PERFORMANCE
Liquidity and Source of Funding
During the fiscal year ended December 31, 2025, we funded our cash requirements principally through cash generated from our operations. As of December 31, 2025, our cash, cash equivalents, restricted cash, term deposits, and other investments recorded in current assets were RMB7,087.9 million (as of December 31, 2024: RMB6,698.1 million).
Issue of the Equity Linked Securities and Entry into the Call Spread
In January 2025, we entered into a subscription agreement with UBS AG Hong Kong Branch and The Hongkong and Shanghai Banking Corporation Limited for the issuance of equity linked securities by us, which were convertible debt securities that shall be settled wholly in cash, with an aggregate principal amount of US$550,000,000 and an expected maturity date on January 14, 2032 (the “Equity Linked Securities”). The Equity Linked Securities have been approved by the Singapore Exchange Securities Trading Limited (the “SGX-ST”) to be listed and quoted on the Official List of the SGX-ST. The initial exercise price of the Equity Linked Securities was US$8.2822 per Share, subject to adjustment upon the occurrence of certain customary prescribed corporate actions. As a result of the distribution of the final cash dividend for the fiscal year ended December 31, 2024 (the “2024 Final Dividend”) and the interim cash dividend for the six months ended June 30, 2025 (the “2025 Interim Dividend”), the Equity Linked Securities exercise price was adjusted from US$8.2822 per Share to US$8.1516 per Share with effect from April 9, 2025, being the date immediately after the record date of the 2024 Final Dividend, and further to US$8.0314 per Share with effect from September 6, 2025, being the date immediately after the record date of the 2025 Interim Dividend.
Further, we and UBS AG, London Branch and The Hongkong and Shanghai Banking Corporation Limited (the “Call Spread Counterparties”) entered into a call spread (the “Call Spread”), which is separate from, but is part and parcel of, the Equity Linked Securities, and comprise:
| (a) | Lower Strike Call: a call option transaction granted by the Call Spread Counterparties to the Company, exercisable at the discretion of the Company, entitling the Company to (a) the difference, settled in cash, between the exercise price of the lower strike call, which is equivalent to the exercise price of the Securities, and the volume weighted average price per Share over a specified period of trading days, converted to U.S. dollars at the prevailing exchange rate, and multiplied by (b) the number of Shares underlying the lower strike call being exercised; and |
17
| (b) | Upper Strike Warrant: a call option transaction with an expected exercise price (the “Upper Strike Exercise Price”) of HK$102.1 per Share, representing a premium of 110.0% over the Delta Reference Price (for reference and illustration only) and a premium of 99.9% over the Stock Reference Price, granted by the Company to the Call Spread Counterparties, exercisable at the discretion of the Call Spread Counterparties, which would entitle the Call Spread Counterparties to receive newly allotted and issued Shares (the “Upper Strike Shares”), the maximum number of which was subject to adjustment upon the occurrence of certain customary prescribed corporate actions. As at January 7, 2025, the maximum number of Upper Strike Shares that may be issued was 66,407,407 Shares (representing approximately 5.31% of the then total issued and outstanding Shares), which did not exceed and was issued under the general mandate granted by the Shareholders to the Directors on June 20, 2024 to allot and issue new Shares. Following the distribution of the 2024 Final Dividend, the Upper Strike Exercise Price was adjusted to HK$100.5 per Share, and the maximum number of the Upper Strike Shares was adjusted to 67,471,717 Shares. Further, following the distribution of the 2025 Interim Dividend, the Upper Strike Exercise Price was further adjusted to HK$99.008 per Share, and the maximum number of the Upper Strike Shares was adjusted to 68,481,979 Shares. We have received approval from the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange” or “HKEX”) for the listing of, and permission to deal in, the Upper Strike Shares issuable under the Upper Strike Warrant. |
The Call Spread was structured such that the timing, size and economics of the exercises under the Call Spread was able to match the exercises under the Equity Linked Securities. This overall structure will enable us to raise funds in a form similar to convertible debt securities, whilst deferring potential dilution to a higher effective exercise price.
We raised total net proceeds of US$457,079,647 (equivalent to HK$3,553,839,963) from the offering and sale of the Equity Linked Securities and the Call Spread. We planned to use the net proceeds for overseas store network expansion, supply chain optimization and development, brand building and promotion, additional overseas working capital and other general corporate purposes, and to purchase its Shares and/or ADSs (American Depositary Shares (the “ADS(s)”) (each representing four Shares)) from time to time pursuant to its share repurchase programs.
For further details, please refer to the announcements of us dated January 7, 2025 and January 14, 2025 in relation to the issue of the Equity Linked Securities and entry into the Call Spread by our Company and the announcements dated April 24, 2025 and August 29, 2025 for the relevant adjustments made pursuant to the 2024 Final Dividend and 2025 Interim Dividend respectively.
18
Significant Investments
Yonghui Superstores Co., Ltd
On September 23, 2024, our Company through our wholly-owned subsidiary, entered into share purchase agreements with independent third parties, respectively, to acquire an aggregate of 2,668,135,376 shares in Yonghui (representing approximately 29.4% of its entire issued share capital), at the consideration in the amount of RMB6,270,118,134 (equivalent to approximately HK$6,916,461,457, converted at the exchange rate of RMB0.90655 to HK$1.0000 for illustrative purpose only) (the “Yonghui Acquisition”). Yonghui, a listed company on the Shanghai Stock Exchange (stock code: 601933), is a retail chain operator featuring fresh produce management, mainly operates hypermarkets, supermarkets and community supermarkets, and has approximately 775 outlets spanning across about 29 provinces and municipalities across the Chinese mainland as of December 31, 2024. The Yonghui Acquisition was approved by our shareholders at the extraordinary general meeting of us held on January 17, 2025, and was completed in the first quarter of 2025. For details, please refer to our announcement dated September 23, 2024 and our circular dated November 22, 2024.
Our equity interests in Yonghui have been accounted for as investments in associates using the equity method in our consolidated financial statements since its completion. As of December 31, 2025, we continued to hold approximately 29.4% of the issued share capital of Yonghui. For the fiscal year ended December 31, 2025, we recorded a loss of RMB812.7 million for the investment in Yonghui. As we continue to be optimistic about the development of the offline retail industry in Chinese mainland, we believe that the investment in Yonghui is in line with the Group’s investment strategy.
Save as disclosed above, we did not make or hold any other significant investments during the fiscal year ended December 31, 2025.
Future Plans for Material Investments or Capital Assets
As of December 31, 2025, we did not have any detailed future plans for material investments or capital assets.
Pledge of Assets
As of December 31, 2025, our equity interests in equity-accounted investees of approximately RMB3,822.1 million were pledged as securities for obtaining banking borrowings, an industry common practice for borrowings used for acquisitions.
Cash Management Policy
We 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.
19
In order to make full use of idle funds, enhance 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 term deposits, principal-guaranteed and interest-paying products, treasury notes issued by banks, and wealth management products with risk level below R2. 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. |
Gearing Ratio
As of December 31, 2025, our gearing ratio was 66.9%, calculated as loans and borrowings divided by total equity as of the end of the year and multiplied by 100%.
Foreign Exchange Risk
Our 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 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.
20
Contingent Liabilities
Commitment of Tax Payments
In 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 RMB965.0 million to the local government in Guangzhou for a five-year period starting from January 1, 2021, with RMB160.0 million in 2021, RMB175.0 million in 2022, RMB190.0 million in 2023, RMB210.0 million in 2024 and RMB230.0 million in 2025. If we fail to meet the committed amount for any of the five calendar years, we will have to compensate for the shortfall.
We had met the commitments for the five calendar years of 2021, 2022, 2023, 2024 and 2025. Therefore, we were not required to make any compensation to the local government. As such, no provision has been made in respect of this matter as of December 31, 2025.
Securities class action
In August 2022, a putative federal securities class action was filed against us and certain of our officers and Directors (the “Defendants”), alleging that Defendants made misleading misstatements or omissions regarding our business operations and financials in violation of the Securities Act of 1933 and the Securities Exchange Act of 1934. The action is captioned In re MINISO Group Holding Limited Securities Litigation, 1:22-cv-09864 (S.D.N.Y.). We and other defendants filed a motion to dismiss the operative complaint, and the motion was granted by the court in February 2024, with leave to amend. Plaintiffs subsequently filed a motion for reconsideration of the court’s decision in late March 2024, which was denied by the court. Plaintiffs then filed a further amended complaint, to which Defendants have timely responded. The parties completed the briefing in October 2025 and are now awaiting the court’s decision. As of December 31, 2025, the Directors were unable to assess the outcome of the action or reliably estimate the potential losses, if any.
Capital Commitment
As of December 31, 2025, our capital commitment was RMB394.2 million, compared to RMB633.5 million as of December 31, 2024, which was attributable to the construction of the headquarters building.
21
Employees and Remuneration Policy
We had a total of 8,329 full-time employees as of December 31, 2025, including 3,204 in Chinese mainland and 5,125 in certain overseas countries and regions, up from 7,003 full-time employees in the previous year. The following table sets forth the number of our employees categorized by function as of December 31, 2025：
| Function | Number
of Employees | |||
| Product Development and Supply Chain Management | 1,503 | |||
| General and Administrative | 697 | |||
| Operations | 5,684 | |||
| Sales and Marketing | 214 | |||
| Technology | 231 | |||
| Total | 8,329 | |||
Our total remuneration cost incurred for the fiscal year ended December 31, 2025 was RMB2,296.5 million, while it was RMB1,475.9 million for the fiscal year ended December 31, 2024.
The number of employees employed by us 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 programs, discretionary bonuses, share awards and share options from our share incentive plan may be awarded to employees according to the assessment of individual performance.
22
CORPORATE GOVERNANCE
The Board is committed to achieving high corporate governance standards. The Board believes that high corporate governance standards are essential in providing a framework for us to safeguard the interests of our shareholders and to enhance corporate value and accountability.
Compliance with the Corporate Governance Code
We have complied with all the applicable code provisions of the Corporate Governance Code (the “Corporate Governance Code”) set forth in Part 2 of Appendix C1 to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the “Listing Rules”) for the fiscal year ended December 31, 2025, save for the following.
Code provision C.2.1 of the Corporate Governance Code recommends, but does not require, that the roles of chairman of the Board and chief executive officer should be separate and should not be performed by the same individual.
We deviate from this code provision as we do not have a separate chairman and chief executive officer and Mr. Ye Guofu (“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.
Compliance with the Model Code for Securities Transactions by Directors
We have adopted the Management Trading of Securities Policy (the “Code”), with terms no less exacting that the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix C3 to the Listing Rules, as its own securities dealing code to regulate all dealings of securities by Directors and relevant employees in the Company and other matters covered by the Code.
Specific enquiry has been made of all the Directors and each of the Directors has confirmed that he/she has complied with the Code during the fiscal year ended December 31, 2025.
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BOARD COMMITTEES
To oversee particular aspects of the Company’s affairs, the Board has established three Board committees, including the Audit Committee, the compensation committee (the “Compensation Committee”) and the nominating and corporate governance committee (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.
Audit Committee
We have established the Audit Committee in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code.
The 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 Audit Committee, is appropriately qualified as required under Rule 3.10(2) 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 approving all such transactions. |
The Audit Committee has reviewed the unaudited annual results of the Company for the fiscal year ended December 31, 2025 and has met with the independent auditors, Ernst & Young and Ernst & Young Hua Ming LLP (collectively “EY”). The Audit Committee has also discussed matters with respect to the accounting policies and practices adopted by us and internal control and financial reporting matters with our senior management members.
The unaudited financial information disclosed in this announcement is preliminary. The figures in respect of the Company’s unaudited consolidated statement of financial position, unaudited consolidated statement of profit or loss, unaudited consolidated statement of profit or loss and other comprehensive income, unaudited consolidated statement of changes in equity and unaudited consolidated statement of cash flows and the related notes thereto as of and for the fiscal year ended December 31, 2025 as set out in the preliminary announcement have been agreed by the Company’s auditors, EY, to the amounts set out in the Company’s draft consolidated financial statements for the year following their work performed in accordance with the Hong Kong Standard on Related Services (HKSRS) 4400 (Revised) “Agreed-upon Procedures Engagements” and with reference to Practice Note 730 (Revised) “Guidance for Auditors Regarding Preliminary Announcement of Annual Results” as issued by the Hong Kong Institute of Certified Public Accountants. The work performed by EY in this respect did not constitute an audit, review or other assurance engagement and consequently no opinion or assurance conclusion has been expressed by EY.
24
Compensation Committee
The Company has established the Compensation Committee in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code.
The Compensation Committee comprises three independent non-executive Directors, namely Mr. ZHU Yonghua, Ms. XU Lili and Mr. WANG Yongping and an executive Director, namely Mr. Ye. 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 Directors’ 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. |
Nominating and Corporate Governance Committee
The Company has established the Nominating and Corporate Governance Committee in compliance with Rule 3.27A of the Listing Rules and the Corporate Governance Code.
The Nominating and Corporate Governance Committee comprises three independent non-executive Directors, namely Mr. WANG Yongping, Ms. XU Lili and Mr. ZHU Yonghua and an executive Director, namely Mr. Ye. 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 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 and safeguards relating to the weighted voting rights structures of our Company. |
25
OTHER INFORMATION
Change of Auditor
KPMG has retired as the auditor of the Company with effect from upon expiration of its term of office at the conclusion of the annual general meeting of the Company held on June 12, 2025 (the “2025 AGM”). The Company, with the recommendation from the Audit Committee, proposed to appoint EY as the Company’s new auditors for a term up to the conclusion of the next annual general meeting of the Company and which was approved by our shareholders in the 2025 AGM.
For further details of the aforementioned change of auditor of the Company, please refer to the Company’s announcement and circular both dated April 24, 2025, and the poll results announcement dated June 12, 2025.
Dividend Policy
On March 31, 2026, the Board has approved the amendment of the dividend policy adopted by the Company to amend the definition of adjusted net profit under the dividend policy, pursuant to which the Company could declare and distribute dividends in an amount equal to approximately 50% of the adjusted net profit (a non-IFRS measure defined as profit for the period after excluding certain items as determined by the management such as share-based payments, non-cash charges, non-operating items and non recurring items) each year, with the exact calculation and amount to be determined and announced by the Board from time to time based on the Company’s financial performance and cash position prior to the declaration and distribution. For details, please see section headed “Non-IFRS Financial Measures” above.
Purchase, Sale or Redemption of the Company’s Listed Securities
During the fiscal year ended December 31, 2025, the Company repurchased a total of 12,594,800 Shares at an aggregate consideration (including all the relevant expenses) of HK$426.3 million on the Hong Kong Stock Exchange and a total of 1,250,874 ADSs (representing 5,003,496 Shares) at an aggregate consideration (including all the relevant expenses) of US$22.0 million on the New York Stock Exchange (the “NYSE”). As of the date of this announcement, the 9,326,400 Shares and 1,111,695 ADSs (representing 4,446,780 Shares), totally 13,773,180 Shares, have been cancelled, the remaining repurchased Shares and ADSs are pending cancellation and would not receive any final dividend. The total number of Shares and ADSs cancelled for the repurchases made during the fiscal year ended December 31, 2025 represents approximately 1% of the Company’s total share capital as of December 31, 2025.
26
Particulars of the repurchases made by the Company during the fiscal year ended December 31, 2025 are as follows:
HKEX
| No. of Shares | Price paid per Share | Aggregate consideration paid (including all the relevant | |||||||||||
| Trading Month | repurchased | Highest price | Lowest price | expenses) | |||||||||
| (HK$) | (HK$) | (HK$’000) | |||||||||||
| March 2025 | 1,266,600 | 38.00 | 34.85 | 47,037 | |||||||||
| April 2025 | 5,163,200 | 38.00 | 27.05 | 154,897 | |||||||||
| May 2025 | 554,600 | 38.00 | 33.10 | 19,421 | |||||||||
| June 2025 | 1,183,200 | 36.90 | 32.75 | 41,322 | |||||||||
| July 2025 | 1,015,800 | 38.00 | 33.95 | 35,912 | |||||||||
| August 2025 | 159,000 | 38.00 | 36.25 | 5,953 | |||||||||
| November 2025 | 972,000 | 38.00 | 36.36 | 35,973 | |||||||||
| December 2025 | 2,280,400 | 39.24 | 36.10 | 85,777 | |||||||||
NYSE
| Aggregate consideration | |||||||||||||
| No. of Shares | Price paid per Share | paid
(including all the relevant | |||||||||||
| Trading Month | repurchased | Highest price | Lowest price | expenses) | |||||||||
| (US$) | (US$) | (US$’000) | |||||||||||
| March 2025 | 52,600 | 4.63 | 4.59 | 242 | |||||||||
| April 2025 | 1,621,224 | 4.88 | 3.51 | 6,613 | |||||||||
| May 2025 | 585,652 | 4.71 | 4.19 | 2,625 | |||||||||
| June 2025 | 1,040,368 | 4.73 | 4.20 | 4,666 | |||||||||
| July 2025 | 1,052,800 | 4.88 | 4.35 | 4,790 | |||||||||
| August 2025 | 94,136 | 4.88 | 4.61 | 446 | |||||||||
| November 2025 | 168,892 | 4.88 | 4.67 | 813 | |||||||||
| December 2025 | 387,824 | 4.88 | 4.72 | 1,873 | |||||||||
Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s securities listed on the HKEX or on the NYSE (including sale of treasury shares as defined under the Listing Rules) during the fiscal year ended December 31, 2025. The Company did not hold any treasury shares (as defined under the Listing Rules) as of December 31, 2025.
27
Use of Proceeds from the Global Offering
On July 13, 2022, the Shares were listed on the Main Board of the Hong Kong Stock Exchange. The net proceeds from the global offering were HK$482.1 million. As of December 31, 2024, we have fully utilized the net proceeds in accordance with such intended purposes within 48 months from the listing of its Shares on the HKEX as expected.
Dividend
On March 21, 2025, the Board approved the distribution of a final cash dividend in the amount of US$0.3268 per ADS or US$0.0817 per Share, which has been paid on April 17, 2025 for holders of Shares and April 23, 2025 for holders of ADSs. The aggregate amount of cash dividend paid was approximately US$101.3 million (RMB726.9 million at an exchange rate of RMB7.1760 to US$1.0000).
On August 21, 2025, the Board approved the distribution of an interim cash dividend in the amount of US$0.2896 per ADS or US$0.0724 per Share, which has been paid on September 16, 2025 for holders of Shares and around September 19, 2025 for holders of ADSs. The aggregate amount of cash dividend paid was approximately US$88.9 million (RMB630.9 million at an exchange rate of RMB7.1636 to US$1.0000).
On March 31, 2026, the Board approved the distribution of a final cash dividend in the amount of US$0.3764 per ADS or US$ 0.0941 per Share, to holders of ADSs and Shares of record as of the close of business on April 20, 2026, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for holders of Shares in Hong Kong will be April 17, 2026 and the ex-dividend date for holders of ADSs will be April 20, 2026. The payment date is expected to be on April 29, 2026 for holders of Shares and around May 4, 2026 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$115.8 million (RMB809.7 million at an exchange rate of RMB6.9931 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 2025 and will be distributed from additional paid-in capital and settled by a cash distribution.
For holders of Shares, in order to qualify for the final dividend, all valid documents for the transfer of Shares accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 P.M. on April 20, 2026 (Beijing/Hong Kong Time). The record date is April 20, 2026 (Beijing/Hong Kong Time).
28
Unaudited Consolidated Statements of Profit or Loss
(Expressed in thousands of Renminbi, except for per share data)
| For the year ended December 31, | For the year ended December 31, | |||||||||||
| Notes | 2024 | 2025 | ||||||||||
| RMB’000 | RMB’000 | |||||||||||
| Revenue | 3 | 16,994,025 | 21,443,827 | |||||||||
| Cost of sales | 4 | (9,356,965 | ) | (11,795,708 | ) | |||||||
| Gross profit | 7,637,060 | 9,648,119 | ||||||||||
| Other income | 21,595 | 19,377 | ||||||||||
| Selling and distribution expenses | 4 | (3,519,534 | ) | (5,265,758 | ) | |||||||
| General and administrative expenses | 4 | (931,651 | ) | (1,225,373 | ) | |||||||
| Other net income | 5 | 114,696 | 195,610 | |||||||||
| Reversal of credit loss/(credit loss) on trade and other receivables | 2,469 | (33,241 | ) | |||||||||
| Impairment loss on non-current assets | (8,846 | ) | (35,611 | ) | ||||||||
| Operating profit | 3,315,789 | 3,303,123 | ||||||||||
| Finance income | 118,672 | 104,421 | ||||||||||
| Finance costs | (92,915 | ) | (430,930 | ) | ||||||||
| Net finance income/(costs) | 6 | 25,757 | (326,509 | ) | ||||||||
| Share of profit/(loss) of equity-accounted investees, net of tax | 5,986 | (834,453 | ) | |||||||||
| Changes in fair value of redemption liabilities | – | (158,491 | ) | |||||||||
| Other expenses | – | (70,332 | ) | |||||||||
| Profit before taxation | 3,347,532 | 1,913,338 | ||||||||||
| Income tax expense | 7 | (712,104 | ) | (703,524 | ) | |||||||
| Profit for the year | 2,635,428 | 1,209,814 | ||||||||||
| Attributable to: | ||||||||||||
| Equity shareholders of the Company | 2,617,560 | 1,205,045 | ||||||||||
| Non-controlling interests | 17,868 | 4,769 | ||||||||||
| Profit for the year | 2,635,428 | 1,209,814 | ||||||||||
| Earnings per share | ||||||||||||
| Basic earnings per share (RMB) | 8 | 2.11 | 0.98 | |||||||||
| Diluted earnings per share (RMB) | 8 | 2.10 | 0.98 | |||||||||
29
Unaudited Consolidated Statements of Profit or Loss and other Comprehensive Income
(Expressed in thousands of Renminbi, except for per share data)
| For the year ended December 31, | For the year ended December 31, | |||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Profit for the year | 2,635,428 | 1,209,814 | ||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||
| Exchange differences on translation of financial statements of foreign operations | 19,128 | 2,914 | ||||||
| Share of other comprehensive loss of equity-accounted investees | – | (1,046 | ) | |||||
| Other comprehensive income for the year | 19,128 | 1,868 | ||||||
| Total comprehensive income for the year | 2,654,556 | 1,211,682 | ||||||
| Attributable to: | ||||||||
| Equity shareholders of the Company | 2,635,833 | 1,210,528 | ||||||
| Non-controlling interests | 18,723 | 1,154 | ||||||
| Total comprehensive income for the year | 2,654,556 | 1,211,682 | ||||||
30
Unaudited Consolidated Statements of Financial Position
(Expressed in thousands of Renminbi)
| As at December 31, | ||||||||||||
| Notes | 2024 | 2025 | ||||||||||
| RMB’000 | RMB’000 | |||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 9 | 1,436,939 | 2,109,385 | |||||||||
| Right-of-use assets | 10 | 4,172,083 | 5,121,039 | |||||||||
| Intangible assets | 8,802 | 94,951 | ||||||||||
| Goodwill | 21,418 | 223,187 | ||||||||||
| Deferred tax assets | 181,948 | 288,679 | ||||||||||
| Other investments | 11 | 123,399 | 201,727 | |||||||||
| Trade and other receivables | 13 | 341,288 | 247,511 | |||||||||
| Term deposits | 140,183 | – | ||||||||||
| Financial derivative assets | – | 774,103 | ||||||||||
| Interests in equity-accounted investees | 38,567 | 5,486,648 | ||||||||||
| 6,464,627 | 14,547,230 | |||||||||||
| Current assets | ||||||||||||
| Other investments | 11 | 100,000 | – | |||||||||
| Inventories | 12 | 2,750,389 | 3,691,238 | |||||||||
| Trade and other receivables | 13 | 2,207,013 | 3,307,129 | |||||||||
| Cash and cash equivalents | 14 | 6,328,121 | 6,817,129 | |||||||||
| Restricted cash | 1,026 | 54,229 | ||||||||||
| Term deposits | 268,952 | 216,567 | ||||||||||
| 11,655,501 | 14,086,292 | |||||||||||
| Total assets | 18,120,128 | 28,633,522 | ||||||||||
31
| As at December 31, | ||||||||||||
| Notes | 2024 | 2025 | ||||||||||
| RMB’000 | RMB’000 | |||||||||||
| EQUITY | ||||||||||||
| Share capital | 17 | 94 | 94 | |||||||||
| Additional paid-in capital | 17 | 4,683,577 | 2,887,905 | |||||||||
| Other reserves | 1,329,126 | 2,232,854 | ||||||||||
| Retained earnings | 4,302,177 | 5,497,910 | ||||||||||
| Equity attributable to equity shareholders of the Company | 10,314,974 | 10,618,763 | ||||||||||
| Non-controlling interests | 40,548 | 100,508 | ||||||||||
| Total equity | 10,355,522 | 10,719,271 | ||||||||||
| LIABILITIES | ||||||||||||
| Non-current liabilities | ||||||||||||
| Contract liabilities | 35,145 | 22,418 | ||||||||||
| Loans and borrowings | 15 | 4,310 | 5,415,416 | |||||||||
| Other payables | 16 | 59,842 | 72,586 | |||||||||
| Lease liabilities | 1,903,137 | 2,713,798 | ||||||||||
| Financial derivative liabilities | – | 1,184,050 | ||||||||||
| Deferred income | 34,983 | 33,053 | ||||||||||
| 2,037,417 | 9,441,321 | |||||||||||
| Current liabilities | ||||||||||||
| Loans and borrowings | 15 | 566,955 | 1,751,018 | |||||||||
| Trade and other payables | 16 | 3,943,988 | 4,516,491 | |||||||||
| Contract liabilities | 323,292 | 388,746 | ||||||||||
| Lease liabilities | 635,357 | 950,784 | ||||||||||
| Deferred income | 5,376 | 965 | ||||||||||
| Current taxation | 252,221 | 291,245 | ||||||||||
| Redemption liabilities arising from preferred shares | – | 573,681 | ||||||||||
| 5,727,189 | 8,472,930 | |||||||||||
| Total liabilities | 7,764,606 | 17,914,251 | ||||||||||
| Total equity and liabilities | 18,120,128 | 28,633,522 | ||||||||||
32
Unaudited Consolidated Statements of Changes In Equity
(Expressed in thousands of Renminbi)
| Attributable to equity shareholders of the Company | ||||||||||||||||||||||||||||||||||||||||||||
| Share capital | Additional paid-in capital | Merger reserve | Treasury shares | Share-based payment reserve | Translation reserve | PRC statutory reserve | Retained earnings | Total | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| RMB’000 Note 17 | RMB’000 Note 17 | RMB’000 | RMB’000 Note 17 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | 95 | 6,331,375 | 117,912 | (157,610 | ) | 959,906 | 23,761 | 170,599 | 1,722,157 | 9,168,195 | 23,022 | 9,191,217 | ||||||||||||||||||||||||||||||||
| Changes in equity for the year ended December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Profit for the year | – | – | – | – | – | – | – | 2,617,560 | 2,617,560 | 17,868 | 2,635,428 | |||||||||||||||||||||||||||||||||
| Other comprehensive income for the year | – | – | – | – | – | 18,273 | – | – | 18,273 | 855 | 19,128 | |||||||||||||||||||||||||||||||||
| Total comprehensive income for the year | – | – | – | – | – | 18,273 | – | 2,617,560 | 2,635,833 | 18,723 | 2,654,556 | |||||||||||||||||||||||||||||||||
| Dividend declared and paid to equity shareholders of the Company | – | (1,244,251 | ) | – | – | – | – | – | – | (1,244,251 | ) | – | (1,244,251 | ) | ||||||||||||||||||||||||||||||
| Dividend declared and paid to non-controlling interests | – | – | – | – | – | – | – | – | – | (1,612 | ) | (1,612 | ) | |||||||||||||||||||||||||||||||
| Exercise of options and subscription of restricted share units | – | * | 649 | – | – | – | – | – | – | 649 | – | 649 | ||||||||||||||||||||||||||||||||
| Repurchase of shares | – | – | – | (330,221 | ) | – | – | – | – | (330,221 | ) | – | (330,221 | ) | ||||||||||||||||||||||||||||||
| Cancellation of shares | (1 | ) | (403,781 | ) | – | 403,782 | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||
| Equity settled share-based transactions | – | – | – | – | 85,184 | – | – | – | 85,184 | – | 85,184 | |||||||||||||||||||||||||||||||||
| Appropriation to statutory reserve | – | – | – | – | – | – | 37,540 | (37,540 | ) | – | – | – | ||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interests | – | (415 | ) | – | – | – | – | – | – | (415 | ) | 415 | – | |||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 94 | 4,683,577 | 117,912 | (84,049 | ) | 1,045,090 | 42,034 | 208,139 | 4,302,177 | 10,314,974 | 40,548 | 10,355,522 | ||||||||||||||||||||||||||||||||
* The amount was less than RMB1,000.
33
| Attributable to equity shareholders of the Company | ||||||||||||||||||||||||||||||||||||||||
| Share capital | Additional
paid-in capital | Merger reserve | Treasury shares | Call
option on equity | Share-based payment reserve | Translation reserve | PRC statutory reserve | Share
of other comprehensive loss of equity- accounted investees | Retained earnings | Total | Non- controlling interests | Total
equity | ||||||||||||||||||||||||||||
| RMB’000 Note 17 | RMB’000 Note 17 | RMB’000 | RMB’000 Note 17 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | ||||||||||||||||||||||||||||
| Balance at January 1, 2025 | 94 | 4,683,577 | 117,912 | (84,049 | ) | – | 1,045,090 | 42,034 | 208,139 | – | 4,302,177 | 10,314,974 | 40,548 | 10,355,522 | ||||||||||||||||||||||||||
| Changes in equity for the year ended December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Profit for the year | – | – | – | – | – | – | – | – | – | 1,205,045 | 1,205,045 | 4,769 | 1,209,814 | |||||||||||||||||||||||||||
| Other comprehensive income for the year | – | – | – | – | – | – | 6,529 | – | (1,046 | ) | – | 5,483 | (3,615 | ) | 1,868 | |||||||||||||||||||||||||
| Total comprehensive income for the year | – | – | – | – | – | – | 6,529 | – | (1,046 | ) | 1,205,045 | 1,210,528 | 1,154 | 1,211,682 | ||||||||||||||||||||||||||
| Dividend declared and paid to equity shareholders of the Company | – | (1,357,748 | ) | – | – | – | – | – | – | – | – | (1,357,748 | ) | – | (1,357,748 | ) | ||||||||||||||||||||||||
| Repurchase of shares | – | – | – | (549,237 | ) | – | – | – | – | – | – | (549,237 | ) | – | (549,237 | ) | ||||||||||||||||||||||||
| Cancellation of shares | – | * | (419,784 | ) | – | 419,784 | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||
| Equity settled share-based transactions | – | – | – | – | – | 367,869 | – | – | – | – | 367,869 | – | 367,869 | |||||||||||||||||||||||||||
| Issuance of shares in respect of vesting of restricted share units | – | * | – | – | – | – | – | – | – | – | – | – | * | – | – | * | ||||||||||||||||||||||||
| Exercise of share options and subscription of restricted share units | – | * | 303 | – | – | – | – | – | – | – | – | 303 | – | 303 | ||||||||||||||||||||||||||
| Recognization of Upper-strike call option | – | – | – | – | 650,711 | – | – | – | – | – | 650,711 | – | 650,711 | |||||||||||||||||||||||||||
| Capital contribution from non-controlling interests | – | – | – | – | – | – | – | – | – | – | – | 6,980 | 6,980 | |||||||||||||||||||||||||||
| Appropriation to statutory reserve | – | – | – | – | – | – | – | 9,312 | – | (9,312 | ) | – | – | – | ||||||||||||||||||||||||||
| Disposal of a subsidiary | – | – | – | – | – | – | – | (194 | ) | – | – | (194 | ) | – | (194 | ) | ||||||||||||||||||||||||
| Acquisition of non-controlling interests | – | (18,443 | ) | – | – | – | – | – | – | – | – | (18,443 | ) | 14,838 | (3,605 | ) | ||||||||||||||||||||||||
| Acquisition of a subsidiary with non- controlling interests | – | – | – | – | – | – | – | – | – | – | – | 36,988 | 36,988 | |||||||||||||||||||||||||||
| Balance at December 31, 2025 | 94 | 2,887,905 | 117,912 | (213,502 | ) | 650,711 | 1,412,959 | 48,563 | 217,257 | (1,046 | ) | 5,497,910 | 10,618,763 | 100,508 | 10,719,271 | |||||||||||||||||||||||||
* The amount was less than RMB1,000.
34
Unaudited Consolidated Statements of Cash Flows
(Expressed in thousands of Renminbi)
| For the year ended December 31, 2024 | For the year ended December 31, 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Cash flows from operating activities | ||||||||
| Cash generated from operations | 2,995,609 | 3,347,298 | ||||||
| Income tax paid | (827,275 | ) | (769,407 | ) | ||||
| Net cash from operating activities | 2,168,334 | 2,577,891 | ||||||
| Cash flows from investing activities | ||||||||
| Payment for purchases of property, plant, equipment and intangible assets | (762,538 | ) | (997,651 | ) | ||||
| Proceeds from disposal of property, plant and equipment and | ||||||||
| intangible assets | 12,446 | 55,684 | ||||||
| Payments for purchases of other investments | (14,117,719 | ) | (24,957,607 | ) | ||||
| Proceeds from disposal of other investments | 14,267,719 | 25,062,179 | ||||||
| Placement of term deposits | (302,158 | ) | (125,477 | ) | ||||
| Release of term deposits | 213,521 | 290,289 | ||||||
| Interest income | 112,404 | 95,126 | ||||||
| Investment income from other investments | 81,145 | 103,675 | ||||||
| Loan to an equity-accounted investee | (19,926 | ) | (34,072 | ) | ||||
| Payments for investments in equity-accounted investees | (18,148 | ) | (6,285,796 | ) | ||||
| Acquisition of subsidiaries, net of cash acquired | – | (225,856 | ) | |||||
| Net cash used in investing activities | (533,254 | ) | (7,019,506 | ) | ||||
35
| For the year ended December 31, | For the year ended December 31, | |||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Cash flows from financing activities | ||||||||
| Proceeds from capital injection from shareholders, subscription of restricted shares, restricted share units and exercise of share options | 649 | 303 | ||||||
| Proceeds from loans and borrowings | 563,800 | 4,737,057 | ||||||
| Repayment of loans and borrowings | (718 | ) | (595,228 | ) | ||||
| Payment of capital element and interest element of lease liabilities | (725,075 | ) | (897,480 | ) | ||||
| Interest paid | – | (96,451 | ) | |||||
| Payments for repurchase of shares | (313,416 | ) | (535,249 | ) | ||||
| Dividends paid to equity shareholders of the Company | (1,244,251 | ) | (1,357,748 | ) | ||||
| Dividends paid to non-controlling interests | (1,612 | ) | – | |||||
| Payment for purchases of options | – | (1,207,782 | ) | |||||
| Proceeds from issue of options | – | 650,711 | ||||||
| Proceeds from issue of the Equity Linked Securities, net of issuance costs | – | 3,842,864 | ||||||
| Proceeds from issue of preferred share | – | 424,862 | ||||||
| Payment for acquisition of non-controlling interest | – | (3,605 | ) | |||||
| Capital injection from non-controlling interest | – | 6,980 | ||||||
| Net cash (used in)/from financing activities | (1,720,623 | ) | 4,969,234 | |||||
| Net (decrease)/increase in cash and cash equivalents | (85,543 | ) | 527,619 | |||||
| Cash and cash equivalents at the beginning of the year | 6,415,441 | 6,328,121 | ||||||
| Effect of movements in exchange rates on cash held | (1,777 | ) | (38,611 | ) | ||||
| Cash and cash equivalents at the end of the year | 6,328,121 | 6,817,129 | ||||||
36
Notes to the consolidated financial statements
(Expressed in thousands of Renminbi, unless otherwise indicated)
| 1 | Basis of preparation and changes in accounting policies |
| (a) | Statement of compliance |
The financial information set out in this announcement does not constitute the Group’s unaudited consolidated financial statements for the year ended December 31, 2025, but is derived from those unaudited financial statements. The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as approved by the International Accounting Standards Board (“IASB”), and have been properly prepared in compliance with 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 Hong Kong Stock Exchange.
The measurement basis used in the preparation of the financial statements is the historical cost basis except for financial instruments that are measured at fair values.
| (b) | Changes in accounting policies |
The Group has adopted amendments to IAS 21 Lack of Exchangeability for the first time for the current year’s financial statements. The amendments do not have a material effect on how the Group’s results and financial position for the current or prior periods have been prepared or presented.
The Group has not early adopted any other standard or amendment that has been issued but is not yet effective for the year ended December 31, 2025.
| 2 | Segment reporting |
The 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. On January 1, 2025, the Group changed its segment disclosure to separate MINISO brand into MINISO brand-Chinese mainland and MINISO brand-Overseas. As a result, the Group has presented three reportable segments of MINISO brand-Chinese mainland, MINISO brand-Overseas and TOP TOY brand for the years ended December 31, 2024 and 2025. The Group retrospectively revised prior year segment information to conform to current year presentation.
| Reportable segments | Operations | |
| MINISO brand-Chinese mainland | Design, buying and sale of lifestyle products | |
| MINISO brand-Overseas | Design, buying and sale of lifestyle products | |
| TOP TOY brand | Design, buying and sale of pop toys |
37
| (i) | Segment results and other material items |
Information related to each reportable segment is set out below. Segment profit 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.
| For the year ended December 31, 2024 | ||||||||||||||||||||||||
| MINISO brand | ||||||||||||||||||||||||
| Chinese mainland | Overseas | Sub-total | TOP TOY brand | Unallocated amounts | Total | |||||||||||||||||||
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||||||||
| External revenue | 9,328,231 | 6,674,334 | 16,002,565 | 983,525 | 7,935 | 16,994,025 | ||||||||||||||||||
| Intersegment revenue | 3,868,410 | 3,246 | 3,871,656 | 13,858 | 571,490 | 4,457,004 | ||||||||||||||||||
| Segment revenue | 13,196,641 | 6,677,580 | 19,874,221 | 997,383 | 579,425 | 21,451,029 | ||||||||||||||||||
| Elimination of intersegment revenue | (4,457,004 | ) | ||||||||||||||||||||||
| Consolidated revenue | 16,994,025 | |||||||||||||||||||||||
| Operating profit/(loss) | 1,728,123 | 1,492,626 | 3,220,749 | 97,133 | (2,093 | ) | 3,315,789 | |||||||||||||||||
| Finance income | 105,689 | 9,742 | 115,431 | 1,093 | 2,148 | 118,672 | ||||||||||||||||||
| Finance costs | (32,179 | ) | (54,938 | ) | (87,117 | ) | (5,798 | ) | – | (92,915 | ) | |||||||||||||
| Share of profit of equity-accounted investees, net of tax | – | 5,986 | 5,986 | – | – | 5,986 | ||||||||||||||||||
| Profit before taxation | 1,801,633 | 1,453,416 | 3,255,049 | 92,428 | 55 | 3,347,532 | ||||||||||||||||||
| Income tax expense | (712,104 | ) | ||||||||||||||||||||||
| Profit for the year | 2,635,428 | |||||||||||||||||||||||
| Other material items | ||||||||||||||||||||||||
| Depreciation and amortization | (229,705 | ) | (483,357 | ) | (713,062 | ) | (81,220 | ) | (14,412 | ) | (808,694 | ) | ||||||||||||
| (Credit loss)/reversal of credit loss on trade and other receivables | (226 | ) | 1,346 | 1,120 | 841 | 508 | 2,469 | |||||||||||||||||
| Impairment loss on non-current assets | (1,715 | ) | (5,325 | ) | (7,040 | ) | (1,806 | ) | – | (8,846 | ) | |||||||||||||
| Additions to non-current assets during the year* | 253,501 | 2,180,306 | 2,433,807 | 214,698 | 292,993 | 2,941,498 | ||||||||||||||||||
38
| For the year ended December 31, 2025 | ||||||||||||||||||||||||
| MINISO brand | ||||||||||||||||||||||||
| Chinese mainland | Overseas | Sub-total | TOP TOY brand | Unallocated amounts | Total | |||||||||||||||||||
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||||||||
| External revenue | 10,896,147 | 8,628,754 | 19,524,901 | 1,915,618 | 3,308 | 21,443,827 | ||||||||||||||||||
| Intersegment revenue | 3,508,945 | 14,978 | 3,523,923 | 579,956 | 650,360 | 4,754,239 | ||||||||||||||||||
| Segment revenue | 14,405,092 | 8,643,732 | 23,048,824 | 2,495,574 | 653,668 | 26,198,066 | ||||||||||||||||||
| Elimination of intersegment revenue | (4,754,239 | ) | ||||||||||||||||||||||
| Consolidated revenue | 21,443,827 | |||||||||||||||||||||||
| Operating profit/(loss) | 1,919,684 | 1,510,383 | 3,430,067 | (106,156 | ) | (20,788 | ) | 3,303,123 | ||||||||||||||||
| Finance income | 63,277 | 34,118 | 97,395 | 5,512 | 1,514 | 104,421 | ||||||||||||||||||
| Finance costs | (39,509 | ) | (104,979 | ) | (144,488 | ) | (7,441 | ) | (279,001 | ) | (430,930 | ) | ||||||||||||
| Other expenses | – | – | – | – | (70,332 | ) | (70,332 | ) | ||||||||||||||||
| Changes in fair value of redemption liabilities | – | – | – | (158,491 | ) | – | (158,491 | ) | ||||||||||||||||
| Share of loss of equity-accounted investees, net of tax | – | (21,769 | ) | (21,769 | ) | – | (812,684 | ) | (834,453 | ) | ||||||||||||||
| Profit/(loss) before taxation | 1,943,452 | 1,417,753 | 3,361,205 | (266,576 | ) | (1,181,291 | ) | 1,913,338 | ||||||||||||||||
| Income tax expense | (703,524 | ) | ||||||||||||||||||||||
| Profit for the year | 1,209,814 | |||||||||||||||||||||||
| Other material items | ||||||||||||||||||||||||
| Depreciation and amortization | (280,900 | ) | (783,732 | ) | (1,064,632 | ) | (134,340 | ) | (7,333 | ) | (1,206,305 | ) | ||||||||||||
| Credit loss on trade and other receivables | (12,860 | ) | (9,103 | ) | (21,963 | ) | (11,278 | ) | – | (33,241 | ) | |||||||||||||
| Impairment loss on non-current assets | (204 | ) | (34,525 | ) | (34,729 | ) | (882 | ) | – | (35,611 | ) | |||||||||||||
| Additions to non-current assets during the year* | 330,601 | 2,507,251 | 2,837,852 | 397,851 | 2,110 | 3,237,813 | ||||||||||||||||||
Note:
| * | The additions to non-current assets include additions to property, plant and equipment, right-of-use assets and intangible assets. |
39
| (ii) | Segment assets and liabilities |
| As at December 31, 2024 | ||||||||||||||||||||||||
| MINISO brand | ||||||||||||||||||||||||
| Chinese mainland | Overseas | Sub-total | TOP TOY brand | Unallocated amounts | Total | |||||||||||||||||||
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||||||||
| Segment assets | 6,540,003 | 5,575,856 | 12,115,859 | 939,552 | – | 13,055,411 | ||||||||||||||||||
| Assets relating to construction of headquarters building | – | – | – | – | 2,275,477 | 2,275,477 | ||||||||||||||||||
| Assets relating to an investment holding company | – | – | – | – | 2,508,145 | 2,508,145 | ||||||||||||||||||
| Apartments for use as staff quarters | – | – | – | – | 229,252 | 229,252 | ||||||||||||||||||
| Other unallocated assets | – | – | – | – | 51,843 | 51,843 | ||||||||||||||||||
| Consolidated total assets | 18,120,128 | |||||||||||||||||||||||
| Segment liabilities | 3,738,723 | 3,186,945 | 6,925,668 | 681,475 | － | 7,607,143 | ||||||||||||||||||
| Liabilities relating to construction of headquarters building | – | – | – | – | 118,507 | 118,507 | ||||||||||||||||||
| Other unallocated liabilities | – | – | – | – | 38,956 | 38,956 | ||||||||||||||||||
| Consolidated total liabilities | 7,764,606 | |||||||||||||||||||||||
| As at December 31, 2025 | ||||||||||||||||||||||||
| MINISO brand | ||||||||||||||||||||||||
| Chinese mainland | Overseas | Sub-total | TOP TOY brand | Unallocated amounts | Total | |||||||||||||||||||
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||||||||
| Segment assets | 9,469,659 | 8,530,298 | 17,999,957 | 1,561,354 | – | 19,561,311 | ||||||||||||||||||
| Assets relating to construction of headquarters building | – | – | – | – | 2,581,183 | 2,581,183 | ||||||||||||||||||
| Assets relating to an investment holding company | – | – | – | – | 5,481,951 | 5,481,951 | ||||||||||||||||||
| Apartments for use as staff quarters | – | – | – | – | 203,972 | 203,972 | ||||||||||||||||||
| Financial derivative assets | – | – | – | – | 774,103 | 774,103 | ||||||||||||||||||
| Other unallocated assets | – | – | – | – | 31,002 | 31,002 | ||||||||||||||||||
| Consolidated total assets | 28,633,522 | |||||||||||||||||||||||
| Segment liabilities | 5,317,417 | 3,920,933 | 9,238,350 | 1,470,008 | － | 10,708,358 | ||||||||||||||||||
| Liabilities relating to construction of headquarters building | – | – | – | – | 108,064 | 108,064 | ||||||||||||||||||
| Liabilities relating to an investment holding company | – | – | – | – | 3,452,000 | 3,452,000 | ||||||||||||||||||
| Liabilities relating to Equity Linked Securities | – | – | – | – | 2,415,667 | 2,415,667 | ||||||||||||||||||
| Financial derivative liabilities | – | – | – | – | 1,184,050 | 1,184,050 | ||||||||||||||||||
| Other unallocated liabilities | – | – | – | – | 46,112 | 46,112 | ||||||||||||||||||
| Consolidated total liabilities | 17,914,251 | |||||||||||||||||||||||
40
| (iii) | Geographic information |
The 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 December 31, | For the year ended December 31, | |||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| i. Revenue | ||||||||
| Chinese mainland | 10,312,116 | 12,577,451 | ||||||
| Asia excluding China | 2,541,817 | 2,736,150 | ||||||
| North America | 1,985,051 | 3,342,918 | ||||||
| Latin America | 1,445,691 | 1,560,169 | ||||||
| Europe | 414,493 | 703,771 | ||||||
| Other | 294,857 | 523,368 | ||||||
| 16,994,025 | 21,443,827 | |||||||
| As at December 31, | ||||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| ii. Non-current assets | ||||||||
| Chinese mainland | 3,626,187 | 3,963,551 | ||||||
| Asia excluding China | 413,285 | 515,983 | ||||||
| North America | 1,725,032 | 2,210,602 | ||||||
| Europe | 72,168 | 633,333 | ||||||
| Other | 143,858 | 472,604 | ||||||
| 5,980,530 | 7,796,073 | |||||||
Non-current assets exclude deferred tax assets, non-current other investments, non-current term deposits, financial derivative assets and interests in equity-accounted investees.
| 3 | Revenue |
The 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 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.
41
Disaggregation of revenue
In the following table, revenue from contracts with customers is disaggregated by major products and service lines and timing of revenue recognition.
| For the | For the | ||||||
| year ended | year ended | ||||||
| December 31, | December 31, | ||||||
| 2024 | 2025 | ||||||
| RMB’000 | RMB’000 | ||||||
| Major products/service lines | |||||||
| – Sales of lifestyle and pop toy products | |||||||
| – Retail sales in self-operated stores | 3,158,895 | 5,410,291 | |||||
| – Product sales to franchisees | 7,923,836 | 8,853,156 | |||||
| – Sales to offline distributors | 3,369,238 | 3,887,954 | |||||
| – Online sales | 941,055 | 1,412,624 | |||||
| – Other sales channels | 48,190 | 109,188 | |||||
| Sub-total | 15,441,214 | 19,673,213 | |||||
| – License fees, sales-based royalties, and sales-based management and consultation service fees | |||||||
| – License fees | 96,836 | 155,123 | |||||
| – Sales-based royalties | 131,402 | 155,185 | |||||
| – Sales-based management and consultation service fees | 640,944 | 751,575 | |||||
| Sub-total | 869,182 | 1,061,883 | |||||
| – Others* | 683,629 | 708,731 | |||||
| 16,994,025 | 21,443,827 | ||||||
| Timing of revenue recognition | |||||||
| – Point in time | 16,101,797 | 20,347,756 | |||||
| – Over time | 892,228 | 1,096,071 | |||||
| Revenue from contracts with customers | 16,994,025 | 21,443,827 | |||||
Note:
| * | Others mainly represented sales of fixtures to franchisees and distributors. |
42
| 4 | Expenses by nature |
| For the year ended December 31, 2024 | For the year ended December 31, 2025 | ||||||
| RMB’000 | RMB’000 | ||||||
| Cost of inventories | 9,099,543 | 11,533,059 | |||||
| Payroll and employee benefits(i) | 1,475,943 | 2,296,516 | |||||
| Rental and related expenses | 279,429 | 444,216 | |||||
| Depreciation and amortization(ii) | 808,694 | 1,206,305 | |||||
| Licensing expenses | 420,895 | 608,764 | |||||
| Promotion and advertising expenses | 572,435 | 704,285 | |||||
| Logistics expenses | 535,021 | 594,235 | |||||
| Travelling expenses | 121,506 | 141,143 | |||||
| Other expenses | 494,684 | 758,316 | |||||
| Total cost of sales, selling and distribution and general and administrative expenses | 13,808,150 | 18,286,839 | |||||
Notes:
(i) Payroll and employee benefits are analyzed as follows:
| For the year ended December 31, 2024 | For the year ended December 31, 2025 | ||||||
| RMB’000 | RMB’000 | ||||||
| Salaries, wages and bonus | 1,202,421 | 1,670,100 | |||||
| Contributions to social security contribution plan | 140,311 | 181,962 | |||||
| Welfare expenses | 48,027 | 76,585 | |||||
| Equity-settled share-based payment expenses | 85,184 | 367,869 | |||||
| 1,475,943 | 2,296,516 | ||||||
(ii) Depreciation and amortization are analyzed as follows:
| For the year ended December 31, 2024 | For the year ended December 31, 2025 | ||||||
| RMB’000 | RMB’000 | ||||||
| Property, plant and equipment | 157,214 | 270,000 | |||||
| Right-of-use assets | 684,462 | 971,471 | |||||
| Less: amount capitalized as construction in progress | (45,210 | ) | (45,210 | ) | |||
| Intangible assets | 12,228 | 10,044 | |||||
| 808,694 | 1,206,305 | ||||||
43
| 5 | Other net income |
| For the year ended December 31, 2024 | For the year ended December 31, 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Net foreign exchange losses | (33,730 | ) | (19,357 | ) | ||||
| (Losses)/gain on disposal of property, plants and equipment and intangible assets | (2,534 | ) | 7,275 | |||||
| Investment income from other investments | 81,145 | 103,675 | ||||||
| Gains on revaluation of the previously held equity-accounted investees | – | 8,600 | ||||||
| Scrap income | 10,742 | 11,935 | ||||||
| Net change in fair value of other investments | 29,930 | 77,227 | ||||||
| Reversal of litigation compensation | 300 | – | ||||||
| Gains relating to cancellation and modification of lease contracts | 15,201 | 12,123 | ||||||
| Gain on disposal of a subsidiary | 8,759 | 194 | ||||||
| Others | 4,883 | (6,062 | ) | |||||
| 114,696 | 195,610 | |||||||
| 6 | Net finance income/(costs) |
| For the year ended December 31, 2024 | For the year ended December 31, 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Finance income | ||||||||
| – Interest income | 118,672 | 104,421 | ||||||
| Finance costs | ||||||||
| – Interest on loans and borrowings | (1,292 | ) | (111,759 | ) | ||||
| – Interest on lease liabilities | (91,623 | ) | (126,829 | ) | ||||
| – Interest on the Equity Linked Securities | – | (192,342 | ) | |||||
| (92,915 | ) | (430,930 | ) | |||||
| Net finance income/(costs) | 25,757 | (326,509 | ) | |||||
44
| 7 | Income taxes |
| (a) | Taxation recognized in consolidated profit or loss: |
| For the year ended December 31, 2024 | For the year ended December 31, 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Amounts recognized in consolidated profit or loss | ||||||||
| Current tax | ||||||||
| Provision for the year | 789,640 | 813,713 | ||||||
| Deferred tax | ||||||||
| Origination and reversal of temporary differences | (77,536 | ) | (110,189 | ) | ||||
| Tax expense | 712,104 | 703,524 | ||||||
| 1) | Cayman Islands and the BVI |
Pursuant 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 Kong |
Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiaries generally are subject to Hong Kong Profits Tax at the rate of 16.5% on their taxable income generated from the operations in Hong Kong.
| 3) | Chinese Mainland |
Under the Corporate Income Tax (“CIT”) Law, the Company’s subsidiaries established in Chinese Mainland generally 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%.
A subsidiary established in Guangzhou Nansha, a pilot free trade zone in the PRC, met the criteria for a preferential income tax rate of 15%.
A subsidiary established in Guangzhou, the PRC, is eligible for high and new technology enterprise preferential income tax rate of 15% for three years ended December 31, 2027.
| 4) | United States |
Under United States Internal Revenue Code, the Company’s subsidiaries established in the United States are subject to a Federal CIT rate of 21% and various state income and taxes.
| 5) | Indonesia |
A subsidiary established in Indonesia is subject to a CIT rate of 22%.
45
| 6) | India |
Under the Income Tax Act 1961 enacted in India, a subsidiary established in India is subject to a CIT rate of 26% for fiscal year ended March 31, 2022 and 25.17% from fiscal year ended March 31, 2023 and onwards.
| 7) | Canada |
Under the Canadian federal and provincial tax rules, the Company’s subsidiaries established in Canada are subject to combined Canadian federal and provincial statutory income tax rates ranging from 23% to 31% depending on the location of the operation.
| 8) | Singapore |
Under the Income Tax Act enacted in Singapore, the Company’s subsidiaries established in Singapore are subject to a tax rate of 17%.
| 9) | Vietnam |
Under the Law on Corporate Income Tax enacted in Vietnam, a subsidiary incorporated in Vietnam is subject to a tax rate of 20%.
| (b) | Reconciliation between tax expense and accounting profit at applicable tax rates: |
| For the year ended December 31, 2024 | For the year ended December 31, 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Profit before taxation | 3,347,532 | 1,913,338 | ||||||
| Notional tax on profit before taxation, calculated at the rates applicable to profits in the jurisdictions concerned | 859,697 | 572,459 | ||||||
| Tax effect of share-based compensation expenses | 20,127 | 54,151 | ||||||
| Tax effect of other non-deductible expenses | 13,060 | 2,696 | ||||||
| Effect of preferential tax treatments on assessable profits of certain subsidiaries | (101,522 | ) | (96,588 | ) | ||||
| Tax effect of additional deduction on research and development costs | (6,179 | ) | (3,364 | ) | ||||
| Tax effect of exempted and non-taxable income | (11,978 | ) | (7,185 | ) | ||||
| Effect of unused tax losses being utilized | (56,271 | ) | (16,497 | ) | ||||
| Effect of deductible temporary differences not recognized | 1,736 | 197,984 | ||||||
| Others | (6,566 | ) | (132 | ) | ||||
| Actual tax expenses | 712,104 | 703,524 | ||||||
46
| 8 | Earnings per share |
| (a) | Basic earnings per share |
For the years ended December 31, 2024 and 2025, the calculation of basic earnings per share has been based on the profit attributable to ordinary shareholders of the Company of RMB2,617,560,000 and RMB1,205,045,000 and weighted-average number of ordinary shares outstanding calculated as follows:
| For the year ended December 31, 2024 | For the year ended December 31, 2025 | |||||||
| Number of shares | Number of shares | |||||||
| Issued ordinary share at the beginning of the year | 1,243,332,789 | 1,233,993,805 | ||||||
| Effect of shares released from share incentive plan | 1,311,146 | 1,615,301 | ||||||
| Effect of repurchase of shares | (5,249,672 | ) | (9,147,380 | ) | ||||
| Weighted average number of ordinary shares | 1,239,394,263 | 1,226,461,726 | ||||||
| (b) | Diluted earnings per share |
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.
For the years ended December 31, 2024 and 2025, the calculation of diluted earnings per share were based on the profit attributable to ordinary equity shareholders of the Company of RMB2,617,560,000 and RMB1,205,045,000 respectively, and the weighted average number of ordinary shares, after adjusting by the dilutive effect of share incentive plan, calculated as follows:
| For the year ended December 31, 2024 | For the year ended December 31, 2025 | |||||||
| Number of shares | Number of shares | |||||||
| Weighted average number of ordinary shares, basic | 1,239,394,263 | 1,226,461,726 | ||||||
| Dilutive effect of share incentive plan | 7,423,354 | 7,075,845 | ||||||
| Weighted average number of ordinary shares, diluted | 1,246,817,617 | 1,233,537,571 | ||||||
47
| 9 | Property, plant and equipment |
| Leasehold | Office | Store operating | Motor | Construction | ||||||||||||||||||||||||||||
| Apartments | improvements | equipment | equipment | vehicles | Moulds | in progress | Total | |||||||||||||||||||||||||
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||||||
| At January 1, 2024 | 242,639 | 226,283 | 61,838 | 49,831 | 3,369 | 50,903 | 355,485 | 990,348 | ||||||||||||||||||||||||
| Additions | – | 139,312 | 32,187 | 24,352 | 2,067 | 21,792 | 626,541 | 846,251 | ||||||||||||||||||||||||
| Transfer from construction in progress | – | 353,298 | – | – | – | – | (353,298 | ) | – | |||||||||||||||||||||||
| Disposals | – | (12,810 | ) | (12,200 | ) | (3,619 | ) | – | (5,909 | ) | – | (34,538 | ) | |||||||||||||||||||
| Exchange adjustments | – | 6,405 | (1,998 | ) | 1,825 | (8 | ) | – | 1,060 | 7,284 | ||||||||||||||||||||||
| At December 31, 2024 | 242,639 | 712,488 | 79,827 | 72,389 | 5,428 | 66,786 | 629,788 | 1,809,345 | ||||||||||||||||||||||||
| Acquisition of subsidiaries | – | – | 20,824 | – | – | – | – | 20,824 | ||||||||||||||||||||||||
| Additions | – | 273,789 | 13,531 | 24,137 | 3,818 | 13,665 | 680,254 | 1,009,194 | ||||||||||||||||||||||||
| Transfer from construction in progress | – | 267,709 | – | 3,000 | – | 23,584 | (294,293 | ) | – | |||||||||||||||||||||||
| Disposals | (6,738 | ) | (44,538 | ) | (10,677 | ) | (7,211 | ) | (346 | ) | (5,141 | ) | – | (74,651 | ) | |||||||||||||||||
| Exchange adjustments | – | (2,616 | ) | (236 | ) | (291 | ) | (14 | ) | (2,378 | ) | (4,151 | ) | (9,686 | ) | |||||||||||||||||
| At December 31, 2025 | 235,901 | 1,206,832 | 103,269 | 92,024 | 8,886 | 96,516 | 1,011,598 | 2,755,026 | ||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||
| At January 1, 2024 | (20,607 | ) | (69,363 | ) | (37,543 | ) | (24,001 | ) | (2,167 | ) | (41,152 | ) | – | (194,833 | ) | |||||||||||||||||
| Charge for the year | (8,278 | ) | (109,297 | ) | (12,211 | ) | (8,363 | ) | (457 | ) | (18,608 | ) | – | (157,214 | ) | |||||||||||||||||
| Written back on disposals | – | 3,703 | 8,343 | 85 | – | 5,765 | – | 17,896 | ||||||||||||||||||||||||
| Exchange adjustments | – | (5,142 | ) | 641 | (346 | ) | – | – | – | (4,847 | ) | |||||||||||||||||||||
| At December 31, 2024 | (28,885 | ) | (180,099 | ) | (40,770 | ) | (32,625 | ) | (2,624 | ) | (53,995 | ) | – | (338,998 | ) | |||||||||||||||||
| Charge for the year | (8,076 | ) | (190,226 | ) | (17,905 | ) | (22,367 | ) | (2,512 | ) | (28,914 | ) | – | (270,000 | ) | |||||||||||||||||
| Written back on disposals | 5,032 | 10,655 | 635 | 559 | 12 | 597 | – | 17,490 | ||||||||||||||||||||||||
| Exchange adjustments | – | 1,092 | 37 | 153 | 38 | 3,379 | – | 4,699 | ||||||||||||||||||||||||
| At December 31, 2025 | (31,929 | ) | (358,578 | ) | (58,003 | ) | (54,280 | ) | (5,086 | ) | (78,933 | ) | – | (586,809 | ) | |||||||||||||||||
| Impairment: | ||||||||||||||||||||||||||||||||
| At January 1, 2024 | – | (21,919 | ) | (1,658 | ) | (2,632 | ) | – | – | – | (26,209 | ) | ||||||||||||||||||||
| Addition | – | (5,801 | ) | – | (3,045 | ) | – | – | – | (8,846 | ) | |||||||||||||||||||||
| Written back on disposals | – | 1,662 | – | – | – | – | – | 1,662 | ||||||||||||||||||||||||
| Exchange adjustments | – | (545 | ) | 150 | 380 | – | – | – | (15 | ) | ||||||||||||||||||||||
| At December 31, 2024 | – | (26,603 | ) | (1,508 | ) | (5,297 | ) | – | – | – | (33,408 | ) | ||||||||||||||||||||
| Addition | – | (33,866 | ) | – | (1,633 | ) | – | – | – | (35,499 | ) | |||||||||||||||||||||
| Written back on disposals | – | 3,039 | – | 5,713 | – | – | – | 8,752 | ||||||||||||||||||||||||
| Exchange adjustments | – | 1,103 | – | 220 | – | – | – | 1,323 | ||||||||||||||||||||||||
| At December 31, 2025 | – | (56,327 | ) | (1,508 | ) | (997 | ) | – | – | – | (58,832 | ) | ||||||||||||||||||||
| Net book value: | ||||||||||||||||||||||||||||||||
| At December 31, 2024 | 213,754 | 505,786 | 37,549 | 34,467 | 2,804 | 12,791 | 629,788 | 1,436,939 | ||||||||||||||||||||||||
| At December 31, 2025 | 203,972 | 791,927 | 43,758 | 36,747 | 3,800 | 17,583 | 1,011,598 | 2,109,385 | ||||||||||||||||||||||||
48
| 10 | Right-of-use assets |
The analysis of the net book value of right-of-use assets by class of underlying asset is as follows:
| Property | Warehouse equipment | Land use right | Total | |||||||||||||
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||
| Cost: | ||||||||||||||||
| At January 1, 2024 | 1,652,404 | 10,648 | 1,782,410 | 3,445,462 | ||||||||||||
| Additions | 2,093,794 | – | – | 2,093,794 | ||||||||||||
| Derecognition | (367,834 | ) | (10,648 | ) | – | (378,482 | ) | |||||||||
| Exchange adjustments | 3,820 | – | – | 3,820 | ||||||||||||
| At December 31, 2024 | 3,382,184 | – | 1,782,410 | 5,164,594 | ||||||||||||
| Additions | 2,097,560 | 13,666 | – | 2,111,226 | ||||||||||||
| Derecognition | (434,893 | ) | – | – | (434,893 | ) | ||||||||||
| Exchange adjustments | (35,394 | ) | – | – | (35,394 | ) | ||||||||||
| At December 31, 2025 | 5,009,457 | 13,666 | 1,782,410 | 6,805,533 | ||||||||||||
| Accumulated depreciation: | ||||||||||||||||
| At January 1, 2024 | (437,087 | ) | (9,172 | ) | (98,343 | ) | (544,602 | ) | ||||||||
| Charge for the year | (637,772 | ) | (1,478 | ) | (45,212 | ) | (684,462 | ) | ||||||||
| Derecognition | 227,072 | 10,650 | – | 237,722 | ||||||||||||
| Exchange adjustments | (1,169 | ) | – | – | (1,169 | ) | ||||||||||
| At December 31, 2024 | (848,956 | ) | – | (143,555 | ) | (992,511 | ) | |||||||||
| Charge for the year | (918,624 | ) | (7,637 | ) | (45,210 | ) | (971,471 | ) | ||||||||
| Derecognition | 275,526 | – | – | 275,526 | ||||||||||||
| Exchange adjustments | 4,074 | – | – | 4,074 | ||||||||||||
| At December 31, 2025 | (1,487,980 | ) | (7,637 | ) | (188,765 | ) | (1,684,382 | ) | ||||||||
| Impairment: | ||||||||||||||||
| At January 1, 2024 and December 31, 2024 | – | – | – | – | ||||||||||||
| Charge for the year | (112 | ) | – | – | (112 | ) | ||||||||||
| At December 31, 2025 | (112 | ) | – | – | (112 | ) | ||||||||||
| Net book value: | ||||||||||||||||
| At December 31, 2024 | 2,533,228 | – | 1,638,855 | 4,172,083 | ||||||||||||
| At December 31, 2025 | 3,521,365 | 6,029 | 1,593,645 | 5,121,039 | ||||||||||||
49
| 11 | Other investments |
| As at December 31, | ||||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Financial assets measured at FVTPL: | ||||||||
| Non-current | ||||||||
| – Investment in an unlisted limited partnership enterprise(i) | 123,399 | 201,727 | ||||||
| Current | ||||||||
| – Investment in structured deposit(ii) | 100,000 | – | ||||||
| 100,000 | – | |||||||
Notes:
| (i) | In June 2023, the Group invested in an unlisted limited partnership enterprise (the “Partnership Enterprise”) with consideration of USD10,409,000 (equivalent to RMB73,870,000). The Partnership Enterprise is specialized in equity investment. According to the partnership agreement, the Partnership Enterprise is managed by its general partner. The Group participates in the Partnership Enterprise as one of the limited partners who does not have power on selection nor removal of assets manager or general partner of the Partnership Enterprise. In addition, the Group does not have any right on making operating, investing and financing decision of the Partnership Enterprise. The director is of the opinion that the Group does not have any control nor significant influence to affect the variable returns through its investment in the Partnership Enterprise, and the investment’s contractual cash flows are not solely payments of principal and interest on the principal amount outstanding, therefore, this investment is accounted for as a financial asset measured at fair value through profit or loss (FVTPL). The Group has an intention of holding such investment as a long-term investment. |
| (ii) | In December 2024, the Group invested in structured deposit managed by a bank in the PRC with the principal guaranteed amounting to RMB100,000,000. This structured deposit is redeemable every seven days and the investment return is settled every seven days. Investment return of the structured deposit is calculated at variable rates determined by reference to intermediate rates of Euro against US dollar. |
| 12 | Inventories |
| As at December 31, | ||||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Finished goods | 2,742,092 | 3,676,409 | ||||||
| Low-value consumables | 8,297 | 14,829 | ||||||
| 2,750,389 | 3,691,238 | |||||||
50
| (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 December 31, 2024 | For the year ended December 31, 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Carrying amount of inventories sold | 9,074,490 | 11,492,275 | ||||||
| Write-down of inventories | 25,053 | 40,784 | ||||||
| Cost of inventories recognized in consolidated statements of profit or loss | 9,099,543 | 11,533,059 | ||||||
| 13 | Trade and other receivables |
| As at December 31, | ||||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Non-current | ||||||||
| Trade receivables | 14,653 | 3,263 | ||||||
| Less: loss allowance | (18 | ) | (4 | ) | ||||
| Trade receivables, net of loss allowance(iii) | 14,635 | 3,259 | ||||||
| Amounts due from related parties | 16,708 | 15,575 | ||||||
| Deposits | 193,810 | 171,039 | ||||||
| Prepayments for lease | 72,000 | – | ||||||
| Value-added tax (“VAT”) recoverable | 44,135 | 57,638 | ||||||
| 341,288 | 247,511 | |||||||
| Current | ||||||||
| Trade receivables | 742,622 | 1,228,178 | ||||||
| Less: loss allowance | (67,699 | ) | (77,678 | ) | ||||
| Trade receivables, net of loss allowance | 674,923 | 1,150,500 | ||||||
| Amounts due from related parties | 45,424 | 78,052 | ||||||
| Miscellaneous expenses paid on behalf of franchisees | 642,073 | 737,986 | ||||||
| VAT recoverable | 208,221 | 361,691 | ||||||
| Rental deposits | 71,001 | 159,224 | ||||||
| Receivables due from online payment platforms and banks(i) | 77,990 | 113,841 | ||||||
| Prepayments for inventories | 73,538 | 99,738 | ||||||
| Prepayments for licensing expenses | 65,040 | 91,934 | ||||||
| Prepayments for promotion and advertising expenses | 30,349 | 32,970 | ||||||
| Prepayments for repurchase of shares | 70,518 | 56,530 | ||||||
| Prepayment for rental | 47,665 | 78,764 | ||||||
| Prepaid income tax | 82,304 | 69,270 | ||||||
| Others | 117,967 | 276,629 | ||||||
| 2,207,013 | 3,307,129 | |||||||
51
Notes:
| (i) | Receivables due from online 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 receivables relating to certain sales of fixtures to franchisees are collected by installments within the periods ranging from 18 to 38 months and the portion which is expected to be recovered after one year are classified as non-current. All other trade debtors are due within 30 to 180 days from the date of revenue recognition for domestic and overseas customers respectively. |
Aging analysis
As 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 December 31, | ||||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Non-current portion | ||||||||
| Within 90 days | 1,093 | 1,256 | ||||||
| 91 to 180 days | 3,536 | 74 | ||||||
| 181 to 360 days | 4,779 | 1,130 | ||||||
| 361 to 540 days | 5,076 | 570 | ||||||
| Over 540 days | 151 | 229 | ||||||
| 14,635 | 3,259 | |||||||
| Current portion | ||||||||
| Within 90 days | 508,247 | 812,897 | ||||||
| 91 to 180 days | 119,343 | 169,547 | ||||||
| 181 to 360 days | 34,987 | 140,795 | ||||||
| 361 to 540 days | 10,837 | 15,946 | ||||||
| Over 540 days | 1,509 | 11,315 | ||||||
| 674,923 | 1,150,500 | |||||||
52
| 14 | Cash and cash equivalents |
Cash and cash equivalents comprise:
| As at December 31, | ||||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Cash on hand | 4,465 | 9,666 | ||||||
| Cash at bank | 6,323,656 | 6,807,463 | ||||||
| Cash and cash equivalents as presented in the consolidated statements of financial position and in the consolidated statements of cash flows | 6,328,121 | 6,817,129 | ||||||
| 15 | Loans and borrowings |
| As at December 31, | ||||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Non-current liabilities | ||||||||
| Borrowings from a non-controlling interest shareholder | 4,310 | 2,210 | ||||||
| Equity Linked Securities – liability component | – | 2,406,744 | ||||||
| Bank loans | – | 3,006,462 | ||||||
| 4,310 | 5,415,416 | |||||||
| Current liabilities | ||||||||
| Current portion of borrowings from a non-controlling interest shareholder | 2,155 | 2,211 | ||||||
| Equity Linked Securities – liability component | – | 8,923 | ||||||
| Bank loans | – | 966,789 | ||||||
| Other borrowings | 564,800 | 773,095 | ||||||
| 566,955 | 1,751,018 | |||||||
53
| 16 | Trade and other payables |
| As at December 31, | ||||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Non-current | ||||||||
| Payable relating to construction projects | 59,842 | 72,586 | ||||||
| Current | ||||||||
| Trade payables | 1,278,535 | 1,551,682 | ||||||
| Payroll payable | 148,352 | 187,895 | ||||||
| Accrued expenses | 375,588 | 372,210 | ||||||
| Other taxes payable | 58,899 | 111,984 | ||||||
| Deposits | 1,839,844 | 1,913,182 | ||||||
| Payable relating to leasehold improvements | 93,514 | 104,523 | ||||||
| Payable relating to construction projects | 25,579 | 733 | ||||||
| Amounts due to related parties | 8,123 | 8,834 | ||||||
| Others | 115,554 | 265,448 | ||||||
| 3,943,988 | 4,516,491 | |||||||
The credit period granted by suppliers corresponding to trade payables is 30 to 90 days.
Deposits received from suppliers, distributors and franchisees are expected to be settled in its normal operating cycle and may be settled more than twelve months after the reporting period. 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.
Aging analysis
As of the end of each reporting period, the aging analysis of trade payables, based on the invoice date, is as follows:
| As at December 31, | ||||||||
| 2024 | 2025 | |||||||
| RMB’000 | RMB’000 | |||||||
| Within 1 month | 1,203,435 | 1,416,082 | ||||||
| 1 to 3 months | 54,490 | 75,434 | ||||||
| 3 months to 1 year | 14,210 | 47,601 | ||||||
| Over 1 year | 6,400 | 12,565 | ||||||
| 1,278,535 | 1,551,682 | |||||||
54
| 17 | Share capital and additional paid-in capital |
As at December 31, 2024 and 2025, the Company authorized 10,000,000,000 ordinary shares, with a par value of USD0.00001 each.
As of December 31, 2024 and 2025, analysis of the Company’s issued shares including treasury shares reserved for the share incentive plan, was as follows:
| As at December 31, 2024 | As at December 31, 2025 | |||||||||||||||
| Number of shares | Share capital | Number of shares | Share capital | |||||||||||||
| RMB’000 | RMB’000 | |||||||||||||||
| Ordinary shares | 1,249,871,833 | 94 | 1,237,564,177 | 94 | ||||||||||||
| (i) | During the year ended December 31, 2025, the Company issued 1,465,524 shares in respect of vesting of restricted share units. |
| (ii) | During the years ended December 31, 2024 and 2025, 2,320,360 and 1,274,624 of restricted shares units and options were vested and exercised, and were released from treasury shares into ordinary shares. |
| (iii) | As at December 31, 2024 and 2025, among the ordinary shares issued, 15,878,028 and 18,428,520 shares were recognized as treasury shares, respectively. |
| (iv) | On September 15, 2023, the Board authorized a new share repurchase program under which the Company may repurchase up to USD200 million of its shares within a period of 12 months starting from September 15, 2023 (the “2023 Share Repurchase Program”). |
On August 30, 2024, the Board authorized a new share repurchase program under which the Company may repurchase up to HKD2 billion of its shares within a period of 12 months starting from August 30, 2024 (the “2024 Share Repurchase Program”).
During the year ended December 31, 2024, the Company repurchased 5,662,344 ordinary shares on the New York Stock Exchange and 5,997,000 ordinary shares on the Hong Kong Stock Exchange under the 2023 and 2024 Share Repurchase Program for total considerations of USD22,679,000 (equivalent to RMB160,687,000) and HKD186,479,000 (equivalent to RMB169,534,000), respectively.
On March 21, 2025, the Board authorized an extension on 2024 Share Repurchase Program to be valid until June 30, 2026 under which the Company may further repurchase up to HKD1.8 billion of its shares within a period from March 28, 2025 to April 1, 2026.
55
During the year ended December 31, 2025, the Company repurchased ordinary shares under the 2024 Share Repurchase Program as follows, and the cost of these shares held by the Group was recorded in treasury shares:
| Shares repurchased on the New York Stock Exchange | Shares repurchased on the Hong Kong Stock Exchange | |||||||||||||||||||||||||||||||
| Month | Number of shares repurchased | Highest price paid per share | Lowest price paid per share | Aggregate price paid | Number of shares repurchased | Highest price paid per share | Lowest
price paid per share | Aggregate price paid | ||||||||||||||||||||||||
| USD | USD | USD’000 | HKD | HKD | HKD’000 | |||||||||||||||||||||||||||
| March 2025 | 52,600 | 4.63 | 4.59 | 242 | 1,266,600 | 38.00 | 34.85 | 47,037 | ||||||||||||||||||||||||
| April 2025 | 1,621,224 | 4.88 | 3.51 | 6,613 | 5,163,200 | 38.00 | 27.05 | 154,897 | ||||||||||||||||||||||||
| May 2025 | 585,652 | 4.71 | 4.19 | 2,625 | 554,600 | 38.00 | 33.10 | 19,421 | ||||||||||||||||||||||||
| June 2025 | 1,040,368 | 4.73 | 4.20 | 4,666 | 1,183,200 | 36.90 | 32.75 | 41,322 | ||||||||||||||||||||||||
| July 2025 | 1,052,800 | 4.88 | 4.35 | 4,790 | 1,015,800 | 38.00 | 33.95 | 35,912 | ||||||||||||||||||||||||
| August 2025 | 94,136 | 4.88 | 4.61 | 446 | 159,000 | 38.00 | 36.25 | 5,953 | ||||||||||||||||||||||||
| November 2025 | 168,892 | 4.88 | 4.67 | 813 | 972,000 | 38.00 | 36.36 | 35,973 | ||||||||||||||||||||||||
| December 2025 | 387,824 | 4.88 | 4.72 | 1,873 | 2,280,400 | 39.24 | 36.10 | 85,777 | ||||||||||||||||||||||||
| Total | 5,003,496 | 22,068 | 12,594,800 | 426,292 | ||||||||||||||||||||||||||||
| Equivalent to RMB’000 | 158,158 | 391,079 | ||||||||||||||||||||||||||||||
Under the 2024 Share Repurchase Program, 9,326,400 ordinary shares repurchased on the Hong Kong Stock Exchange and 4,446,780 ordinary shares repurchased on the New York Stock Exchange were cancelled as of December 31, 2025.
| 18 | Dividends |
During the year ended December 31, 2024, special cash dividends of USD0.0725 per ordinary share and interim cash dividends of USD0.0686 per ordinary share, amounting to USD90,635,000 (equivalent to RMB643,176,000) and USD85,221,000 (equivalent to RMB601,075,000), were declared and paid by the Company. The dividends were distributed from additional paid-in capital.
During the year ended December 31, 2025, final dividends of USD0.0817 per ordinary share and interim cash dividends of USD0.0724 per ordinary share, amounting to USD101,292,000 (equivalent to RMB726,875,000) and USD88,922,000 (equivalent to RMB630,873,000), were declared and paid by the Company. The dividends were distributed from additional paid-in capital.
56
PUBLICATION OF THE ANNUAL RESULTS ANNOUNCEMENT AND ANNUAL REPORT
This annual results announcement is published on the website of the HKEX at www.hkexnews.hk and our Company’s website at ir.miniso.com. The annual report of the Company for the fiscal year ended December 31, 2025 will be sent to the Company’s shareholders and made available for review on the above websites in due course. A separate environmental, social and governance report of the Company will also be made available for review on the above websites in due course.
| By Order of the Board | |
| MINISO Group Holding Limited | |
| Mr. YE Guofu | |
| Executive Director and Chairman |
Hong Kong, March 31, 2026
As of the date of this announcement, the Board comprises Mr. YE Guofu as executive Director, and Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.
57
| FF305 Page 1 of 7 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: MINISO Group Holding Limited Date Submitted: 01 April 2026 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 31 March 2026 1,238,960,393 0 1,238,960,393 1). Other (please specify) See Part B Date of changes 31 March 2026 % Closing balance as at (Notes 5 and 6) 31 March 2026 1,238,960,393 0 1,238,960,393 |
| FF305 Page 2 of 7 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Shares repurchased for cancellation but not yet cancelled Date of changes 31 March 2026 98,120 0.0079 % USD 4.0451 |
| FF305 Page 3 of 7 v 1.3.0 Confirmation Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 8); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| FF305 Page 4 of 7 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “Identical” means in this context: - the securities are of the same nominal value with the same amount called up or paid up; - they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and - they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| FF305 Page 5 of 7 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Section II 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 31 March 2026 98,120 On another stock exchange New York Stock Exchange USD 4.075 USD 4.005 USD 396,905.48 Total number of shares repurchased 98,120 Aggregate price paid $ USD 396,905.48 Number of shares repurchased for cancellation 98,120 Number of shares repurchased for holding as treasury shares 0 B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 12 June 2025 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 124,122,899 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 12,548,228 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 1.010952 % 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) Up to 30 April 2026 |
| FF305 Page 6 of 7 v 1.3.0 We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ................24 April 2025.......................... which has been filed with the Exchange. We also confirm that any repurchases made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Remarks: Repurchase of 24,530 ADSs (representing 98,120 ordinary shares) on the NYSE on March 31, 2026 U.S. time pursuant to a 10b5-1 repurchase program entered by the Company. Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. |
| FF305 Page 7 of 7 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Ye Guofu (Name) Title: Director (Director, Secretary or other Duly Authorised Officer) |
| FF305 Page 1 of 7 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: MINISO Group Holding Limited Date Submitted: 01 April 2026 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 31 March 2026 1,238,960,393 0 1,238,960,393 1). Other (please specify) See Part B Date of changes 01 April 2026 % Closing balance as at (Notes 5 and 6) 01 April 2026 1,238,960,393 0 1,238,960,393 |
| FF305 Page 2 of 7 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Shares repurchased for cancellation but not yet cancelled Date of changes 01 April 2026 60,600 0.0049 % HKD 32.239 |
| FF305 Page 3 of 7 v 1.3.0 Confirmation Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 8); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| FF305 Page 4 of 7 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “Identical” means in this context: - the securities are of the same nominal value with the same amount called up or paid up; - they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and - they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| FF305 Page 5 of 7 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Section II 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 01 April 2026 60,600 On the Exchange HKD 32.7 HKD 31.66 HKD 1,953,683 Total number of shares repurchased 60,600 Aggregate price paid $ HKD 1,953,683 Number of shares repurchased for cancellation 60,600 Number of shares repurchased for holding as treasury shares 0 B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 12 June 2025 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 124,122,899 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 12,608,828 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 1.015834 % 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) Up to 01 May 2026 We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ................24 April 2025.......................... which has been filed with the Exchange. We also confirm that any repurchases |
| FF305 Page 6 of 7 v 1.3.0 made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Remarks: Repurchase of 60,600 ordinary shares on April 1, 2026 pursuant to a Hong Kong automatic share repurchase plan entered by the Company. Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. |
| FF305 Page 7 of 7 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Ye Guofu (Name) Title: Director (Director, Secretary or other Duly Authorised Officer) |
