MINISO Group Holding Ltd 6-K, filed Jan 30, 2023
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on January 30, 2023.
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 January 2023
Commission File Number: 001-39601
MINISO Group Holding Limited
8F, M Plaza, No. 109, Pazhou Avenue
Haizhu District, Guangzhou 510000, Guangdong Province
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Exhibit Index
Exhibit 99.1 — Press Release — MINISO Group Announces Management and Board Changes
Exhibit 99.3 — HKEx Announcement — Blackout Period Notification Form
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/ Guofu Ye | |
| Name | : | Guofu Ye | |
| Title | : | Chairman of the Board of Directors and Chief Executive Officer |
Date: January 30, 2023
Exhibit 99.1
MINISO Group Announces Management and Board Changes
GUANGZHOU, China, January 29, 2023 /PRNewswire/ -- MINISO Group Holding Limited (NYSE: MNSO; HKEx: 9896) (“MINISO,” “MINISO Group” or the “Company”), a global value retailer offering a variety of design-led lifestyle products, today announced that Mr. Steven Saiyin Zhang has resigned from his positions as the chief financial officer, executive vice president and an executive director of the Company, effective on January 31, 2023, for personal reason and in order to spend more time with his family. Mr. Steven Zhang will continue to serve as a senior consultant to the Company.
Following Mr. Steven Zhang’s resignation, the board of directors of the Company (the “Board”) will be comprised of five members, including three independent non-executive directors and two executive directors. In addition, the Board has appointed Mr. Eason Jingjing Zhang, currently the Company’s vice president of capital markets, as the new chief financial officer of the Company, effective on January 31, 2023.
Mr. Guofu Ye, founder, chairman of the Board and chief executive officer of the Company, commented, “On behalf of our Board and the management team, I would like to thank Steven for his exemplary service and significant contributions to the Company’s business, financial management, capital markets transactions and corporate governance during the past 5 years since he joined the Company. His sound judgment and leadership have been instrumental in our company’s growth, earning respect and commendation throughout the Company.”
“Steven has designed a detailed succession plan to transition his responsibilities to Eason, who has played a key role in driving MINISO’s success in various capital market transactions and several internal finance management projects, demonstrating a clear understanding of our business and establishing confidence in MINISO among the investor community. We look forward to working with him in his new capacities and together taking the Company to new heights.”
Mr. Eason Zhang has served as the Company’s vice president of capital markets since September 2022, in charge of the Company’s capital markets matters, including investor relations, strategic investment and acquisitions, as well as corporate strategy and treasury. Mr. Eason Zhang joined the Company in January 2021 as director of capital markets. Since then, he has played a key role in driving the Company’s success in various capital market transactions and several internal finance management projects. Mr. Eason Zhang has 12 years of experience in capital markets. He started his career in auditing at PricewaterhouseCoopers, after which he served in various roles mainly in capital markets in the U.S., Hong Kong and China A share markets. Mr. Eason Zhang, a Chartered Financial Analyst and a non-practicing member of the Chinese Institute of Certified Public Accountants, received his dual bachelor degrees in World History and Business Administration from Nankai University and is currently an FMBA candidate of the executive program at China Europe International Business School.
Mr. Steven Zhang has confirmed that he has no dispute or disagreement with the Board or the Company and that there is no matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company.
About MINISO Group
MINISO Group is a global value retailer offering a variety of design-led lifestyle products. The Company serves consumers primarily through its large network of MINISO stores, and promotes a relaxing, treasure-hunting and engaging shopping experience full of delightful surprises that appeals to all demographics. Aesthetically pleasing design, quality and affordability are at the core of every product in MINISO’s wide product portfolio, and the Company continually and frequently rolls out products with these qualities. Since the opening of its first store in China in 2013, the Company has built its flagship brand “MINISO” as a globally recognized retail brand and established a massive store network worldwide. For more information, please visit https://ir.miniso.com/.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. MINISO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about MINISO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: MINISO’s mission, goals and strategies; future business development, financial conditions and results of operations; the expected growth of the retail market and the market of branded variety retail of lifestyle products in China and globally; expectations regarding demand for and market acceptance of MINISO’s products; expectations regarding MINISO’s relationships with consumers, suppliers, MINISO Retail Partners, local distributors, and other business partners; competition in the industry; proposed use of proceeds; and relevant government policies and regulations relating to MINISO’s business and the industry. Further information regarding these and other risks is included in MINISO’s filings with the SEC and the Hong Kong Stock Exchange. All information provided in this press release and in the attachments is as of the date of this press release, and MINISO undertakes no obligation to update any forward-looking statement, except as required under applicable law.
Investor Relations Contact:
Raine Hu
MINISO Group Holding Limited
Email: ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039
Eric Yuan
Christensen Advisory
Email: miniso@christensencomms.com
Phone: +86 1380 111 0739
Exhibit 99.2
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)
RESIGNATION OF EXECUTIVE DIRECTOR AND AUTHORISED
REPRESENTATIVE AND CHANGE OF SENIOR MANAGEMENT
The Board hereby announces that, with effect from January 31, 2023:
| 1. | Mr. Steven Saiyin Zhang has resigned as the chief financial officer, executive vice president and an executive director of the Company, as well as the Authorized Representative of the Company. |
| 2. | Mr. Eason Jingjing Zhang has been appointed as the chief financial officer of the Company. |
| 3. | Mr. Guofu Ye has been appointed as the Authorized Representative of the Company. |
The board of directors (the “Board”) of MINISO Group Holding Limited (the “Company”, together with its subsidiaries, the “Group”) hereby announces the below changes to the Board and the senior management of the Company.
RESIGNATION OF EXECUTIVE DIRECTOR AND AUTHORISED REPRESENTATIVE
The Board announces that Mr. Steven Saiyin Zhang has resigned from his positions as the chief financial officer, executive vice president and an executive director of the Company, as well as the authorized representative (“Authorised Representative”) of the Company under Rule 3.05 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), effective on January 31, 2023, for personal reason and in order to spend more time with his family. Mr. Steven Zhang will continue to serve as a senior consultant to the Company. Following Mr. Steven Zhang’s resignation, the Board of the Company will be comprised of five members, including three independent non-executive directors and two executive directors.
Mr. Guofu Ye, founder, chairman of the Board and chief executive officer of the Company, commented, “On behalf of our Board and the management team, I would like to thank Steven for his exemplary service and significant contributions to the Company’s business, financial management, capital markets transactions and corporate governance during the past 5 years since he joined the Company. His sound judgment and leadership have been instrumental in our company’s growth, earning respect and commendation throughout the Company.”
1
Mr. Steven Zhang has confirmed that he has no dispute or disagreement with the Board or the Company and there is no matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company or the Hong Kong Stock Exchange.
The Board would like to take this opportunity to express its gratitude to Mr. Steven Zhang for his valuable contribution to the Company during his tenure of office.
APPOINTMENT OF CHIEF FINANCIAL OFFICER
The Board is pleased to announce that Mr. Eason Jingjing Zhang, currently the Company’s vice president of capital markets and joint company secretary, has been appointed as the chief financial officer of the Company and a member of the Company’s senior management team effective on January 31, 2023.
Mr. Guofu Ye commented: “Steven has designed a detailed succession plan to transition his responsibilities to Eason, who has played a key role in driving MINISO’s success in various capital market transactions and several internal finance management projects, demonstrating a clear understanding of our business and establishing confidence in MINISO among the investor community. We look forward to working with him in his new capacities and together taking the Company to new heights.”
The biographical details of Mr. Eason Zhang are set out below.
Mr. Eason Zhang has served as the Company’s vice president of capital markets since September 2022, in charge of the Company’s capital markets matters, including investor relations, strategic investment and acquisitions, as well as corporate strategy and treasury. Mr. Eason Zhang joined the Company in January 2021 as director of capital markets. Since then, he has played a key role in driving the Company’s success in various capital market transactions and several internal finance management projects. Mr. Eason Zhang has 12 years of experience in capital markets. He started his career in auditing at PricewaterhouseCoopers, after which he served in various roles mainly in capital markets in the U.S., Hong Kong and China A share markets. Mr. Eason Zhang, a Chartered Financial Analyst and a non-practicing member of the Chinese Institute of Certified Public Accountants, received his dual bachelor degrees in World History and Business Administration from Nankai University and is currently an FMBA candidate of the executive program at China Europe International Business School.
APPOINTMENT OF AUTHORISED REPRESENTATIVE
The Board further announces that Mr. Guofu Ye, an executive director of the Company, chairman of the Board and the chief executive officer of the Company, will be appointed as an Authorised Representative with effect from January 31, 2023.
| By Order of the Board | |
| MINISO Group Holding Limited | |
| Mr. YE Guofu | |
| Executive Director and Chairman |
Hong Kong, January 29, 2023
As of the date of this announcement, the board of directors of the Company comprises Mr. YE Guofu, Mr. LI Minxin, Mr. ZHANG Saiyin as executive Directors, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.
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Exhibit 99.3
 |
FF005 |
香港聯合交易所有限公司
(香港交易及結算所有限公司全資附屬公司)
THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
BLACKOUT PERIOD NOTIFICATION FORM
(MAIN BOARD AND GEM)
| Name of Issuer | : | MINISO Group Holding Limited |
| Stock code | : | 09896 |
Instructions:
Under A3(a) of Appendix 10 of Main Board Rule or GEM Rule 5.56(a), a director must not deal in any securities of the listed issuer on any day on which its financial results are published and:
| (i) | during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and |
| (ii) | during the period of 30 days immediately preceding the publication date of the quarterly results and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results, |
unless the circumstances are exceptional, for example, where a pressing financial commitment has to be met as described in Section C of Appendix 10 of Main Board Rule or GEM Rule 5.67. In any event, the director must comply with the procedure in B.8 and B.9 of Appendix 10 of Main Board Rule or GEM Rules 5.61 and 5.62.
Pursuant to A3(b) of Appendix 10 of Main Board Rule or GEM Rule 5.56(b), the listed issuer must notify the Exchange in advance of the commencement of each period during which directors are not allowed to deal under A.3(a) of Appendix 10 of Main Board Rule or GEM Rule 5.56(a).
Please provide the following information :
| 1. Status of submission: | New | |
| 2. Type of results: | Half-year results | |
| 3. Financial year / period end date (dd/mm/yyyy): | 31/12/2022 | |
| 4. Commencement of blackout period date (dd/mm/yyyy): | 29/01/2023 | |
| 5. End of blackout period date (dd/mm/yyyy): | 28/02/2023 |
| Submitted by: | Ng Sau Mei |
| Name | |
| TMF Hong Kong Limited | |
| Firm | |
| Director | |
| Position | |
| Jojo.Ng@tmf-group.com | |
| Email address | |
| +852 3589 8647 | |
| Phone number | |
| 27/01/2023 | |
| Date (dd/mm/yyyy) |
| Submission No.: EA-20230127-62137 | Page 1 of 1 |