MINISO Group Holding Ltd 6-K, filed Sep 24, 2024
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on September 24, 2024.
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 September 2024
Commission File Number: 001-39601
MINISO Group Holding Limited
8F, M Plaza, No. 109, Pazhou Avenue
Haizhu District, Guangzhou 510000, Guangdong Province
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F | x | Form 40-F | ¨ |
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MINISO Group Holding Limited |
| By | : | /s/ Jingjing Zhang | |
| Name | : | Jingjing Zhang | |
| Title | : | Chief Financial Officer |
Date: September 24, 2024
| FF305 Page 1 of 9 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: 23 September 2024 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) 19 September 2024 1,259,282,577 0 1,259,282,577 1). Other (please specify) See Part B Date of changes 20 September 2024 % Closing balance as at (Notes 5 and 6) 20 September 2024 1,259,282,577 0 1,259,282,577 |
| FF305 Page 2 of 9 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 05 July 2024 38,816 % HKD 35.0113 2). Shares repurchased for cancellation but not yet cancelled Date of changes 08 July 2024 200,000 % HKD 34.8152 3). Shares repurchased for cancellation but not yet cancelled Date of changes 08 July 2024 86,400 % HKD 34.9434 4). Shares repurchased for cancellation but not yet cancelled Date of changes 09 July 2024 66,000 % HKD 34.9939 5). Shares repurchased for cancellation but not yet cancelled Date of changes 16 July 2024 1,000 % HKD 35.1 6). Shares repurchased for cancellation but not yet cancelled Date of changes 16 July 2024 284,000 % HKD 34.844 7). Shares repurchased for cancellation but not yet cancelled Date of changes 17 July 2024 200,000 % HKD 34.6214 8). Shares repurchased for cancellation but not yet cancelled Date of changes 17 July 2024 87,600 % HKD 34.3696 9). Shares repurchased for cancellation but not yet cancelled Date of changes 18 July 2024 240,000 % HKD 34.8538 10). Shares repurchased for cancellation but not yet cancelled Date of changes 18 July 2024 44,000 % HKD 33.8899 11). Shares repurchased for cancellation but not yet cancelled Date of changes 19 July 2024 290,000 % HKD 33.7362 |
| FF305 Page 3 of 9 v 1.3.0 12). Shares repurchased for cancellation but not yet cancelled Date of changes 19 July 2024 7,200 % HKD 33.4453 13). Shares repurchased for cancellation but not yet cancelled Date of changes 22 July 2024 282,000 % HKD 34.596 14). Shares repurchased for cancellation but not yet cancelled Date of changes 22 July 2024 124 % HKD 35.0553 15). Shares repurchased for cancellation but not yet cancelled Date of changes 23 July 2024 150,000 % HKD 35.0865 16). Shares repurchased for cancellation but not yet cancelled Date of changes 23 July 2024 134,000 % HKD 34.6473 17). Shares repurchased for cancellation but not yet cancelled Date of changes 24 July 2024 288,400 % HKD 34.4031 18). Shares repurchased for cancellation but not yet cancelled Date of changes 24 July 2024 2,000 % HKD 33.7134 19). Shares repurchased for cancellation but not yet cancelled Date of changes 25 July 2024 282,400 % HKD 33.0737 20). Shares repurchased for cancellation but not yet cancelled Date of changes 25 July 2024 17,600 % HKD 32.6006 21). Shares repurchased for cancellation but not yet cancelled Date of changes 26 July 2024 301,000 % HKD 32.5735 22). Shares repurchased for cancellation but not yet cancelled Date of changes 05 September 2024 244,000 % HKD 31.6146 23). Shares repurchased for cancellation but not yet cancelled Date of changes 06 September 2024 312,000 % HKD 31.3889 |
| FF305 Page 4 of 9 v 1.3.0 24). Shares repurchased for cancellation but not yet cancelled Date of changes 09 September 2024 83,400 % HKD 31.6538 25). Shares repurchased for cancellation but not yet cancelled Date of changes 11 September 2024 5,600 % HKD 31.75 26). Shares repurchased for cancellation but not yet cancelled Date of changes 11 September 2024 255,568 % HKD 31.7031 27). Shares repurchased for cancellation but not yet cancelled Date of changes 12 September 2024 310,000 % HKD 31.3006 28). Shares repurchased for cancellation but not yet cancelled Date of changes 12 September 2024 9,168 % HKD 30.8136 29). Shares repurchased for cancellation but not yet cancelled Date of changes 13 September 2024 324,800 % HKD 30.2975 30). Shares repurchased for cancellation but not yet cancelled Date of changes 16 September 2024 329,200 % HKD 29.2811 31). Shares repurchased for cancellation but not yet cancelled Date of changes 17 September 2024 332,000 % HKD 29.7634 32). Shares repurchased for cancellation but not yet cancelled Date of changes 18 September 2024 332,000 % HKD 29.7898 33). Shares repurchased for cancellation but not yet cancelled Date of changes 19 September 2024 4,800 % HKD 31.7038 34). Shares repurchased for cancellation but not yet cancelled Date of changes 20 September 2024 122,268 0.009709 % HKD 31.7555 |
| FF305 Page 5 of 9 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 6 of 9 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 7 of 9 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). 20 September 2024 122,268 On another stock exchange New York Stock Exchange HKD 31.7655 HKD 31.707 HKD 3,882,677.76 Total number of shares repurchased 122,268 Aggregate price paid $ HKD 3,882,677.76 Number of shares repurchased for cancellation 122,268 Number of shares repurchased for holding as treasury shares B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 20 June 2024 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 125,928,257 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 5,667,344 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 0.450045 % 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 20 October 2024 |
| FF305 Page 8 of 9 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 ..................................16 April 2024................................................. 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 30,567 American depository shares (representing 122,268 ordinary shares) on September 20, 2024 U.S. time. All the American depository shares repurchased on the New York Stock Exchange were made pursuant to a 10b5-1 share repurchase plan. 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 9 of 9 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 9 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: 24 September 2024 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) 20 September 2024 1,259,282,577 0 1,259,282,577 1). Other (please specify) See Part B Date of changes 23 September 2024 % Closing balance as at (Notes 5 and 6) 23 September 2024 1,259,282,577 0 1,259,282,577 |
| FF305 Page 2 of 9 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 05 July 2024 38,816 % HKD 35.0113 2). Shares repurchased for cancellation but not yet cancelled Date of changes 08 July 2024 200,000 % HKD 34.8152 3). Shares repurchased for cancellation but not yet cancelled Date of changes 08 July 2024 86,400 % HKD 34.9434 4). Shares repurchased for cancellation but not yet cancelled Date of changes 09 July 2024 66,000 % HKD 34.9939 5). Shares repurchased for cancellation but not yet cancelled Date of changes 16 July 2024 1,000 % HKD 35.1 6). Shares repurchased for cancellation but not yet cancelled Date of changes 16 July 2024 284,000 % HKD 34.844 7). Shares repurchased for cancellation but not yet cancelled Date of changes 17 July 2024 200,000 % HKD 34.6214 8). Shares repurchased for cancellation but not yet cancelled Date of changes 17 July 2024 87,600 % HKD 34.3696 9). Shares repurchased for cancellation but not yet cancelled Date of changes 18 July 2024 240,000 % HKD 34.8538 10). Shares repurchased for cancellation but not yet cancelled Date of changes 18 July 2024 44,000 % HKD 33.8899 11). Shares repurchased for cancellation but not yet cancelled Date of changes 19 July 2024 290,000 % HKD 33.7362 |
| FF305 Page 3 of 9 v 1.3.0 12). Shares repurchased for cancellation but not yet cancelled Date of changes 19 July 2024 7,200 % HKD 33.4453 13). Shares repurchased for cancellation but not yet cancelled Date of changes 22 July 2024 282,000 % HKD 34.596 14). Shares repurchased for cancellation but not yet cancelled Date of changes 22 July 2024 124 % HKD 35.0553 15). Shares repurchased for cancellation but not yet cancelled Date of changes 23 July 2024 150,000 % HKD 35.0865 16). Shares repurchased for cancellation but not yet cancelled Date of changes 23 July 2024 134,000 % HKD 34.6473 17). Shares repurchased for cancellation but not yet cancelled Date of changes 24 July 2024 288,400 % HKD 34.4031 18). Shares repurchased for cancellation but not yet cancelled Date of changes 24 July 2024 2,000 % HKD 33.7134 19). Shares repurchased for cancellation but not yet cancelled Date of changes 25 July 2024 282,400 % HKD 33.0737 20). Shares repurchased for cancellation but not yet cancelled Date of changes 25 July 2024 17,600 % HKD 32.6006 21). Shares repurchased for cancellation but not yet cancelled Date of changes 26 July 2024 301,000 % HKD 32.5735 22). Shares repurchased for cancellation but not yet cancelled Date of changes 05 September 2024 244,000 % HKD 31.6146 23). Shares repurchased for cancellation but not yet cancelled Date of changes 06 September 2024 312,000 % HKD 31.3889 |
| FF305 Page 4 of 9 v 1.3.0 24). Shares repurchased for cancellation but not yet cancelled Date of changes 09 September 2024 83,400 % HKD 31.6538 25). Shares repurchased for cancellation but not yet cancelled Date of changes 11 September 2024 5,600 % HKD 31.75 26). Shares repurchased for cancellation but not yet cancelled Date of changes 11 September 2024 255,568 % HKD 31.7031 27). Shares repurchased for cancellation but not yet cancelled Date of changes 12 September 2024 310,000 % HKD 31.3006 28). Shares repurchased for cancellation but not yet cancelled Date of changes 12 September 2024 9,168 % HKD 30.8136 29). Shares repurchased for cancellation but not yet cancelled Date of changes 13 September 2024 324,800 % HKD 30.2975 30). Shares repurchased for cancellation but not yet cancelled Date of changes 16 September 2024 329,200 % HKD 29.2811 31). Shares repurchased for cancellation but not yet cancelled Date of changes 17 September 2024 332,000 % HKD 29.7634 32). Shares repurchased for cancellation but not yet cancelled Date of changes 18 September 2024 332,000 % HKD 29.7898 33). Shares repurchased for cancellation but not yet cancelled Date of changes 19 September 2024 4,800 % HKD 31.7038 34). Shares repurchased for cancellation but not yet cancelled Date of changes 20 September 2024 122,268 % HKD 31.7555 35). Shares repurchased for cancellation but not yet cancelled Date of changes 23 September 2024 725,600 0.05762 % HKD 26.7691 |
| FF305 Page 5 of 9 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 6 of 9 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 7 of 9 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). 23 September 2024 725,600 On another stock exchange New York Stock Exchange HKD 27.7485 HKD 25.935 HKD 19,423,657.97 Total number of shares repurchased 725,600 Aggregate price paid $ HKD 19,423,657.97 Number of shares repurchased for cancellation 725,600 Number of shares repurchased for holding as treasury shares B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 20 June 2024 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 125,928,257 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 6,392,944 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 0.507666 % 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 23 October 2024 |
| FF305 Page 8 of 9 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 ..................................16 April 2024................................................. 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 181,400 American depository shares (representing 725,600 ordinary shares) on September 23, 2024 U.S. time. All the American depository shares repurchased on the New York Stock Exchange were made pursuant to a 10b5-1 share repurchase plan. 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 9 of 9 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 99.3
MINISO to Acquire Stake in Yonghui Superstores, a Leading Chinese Retailer
GUANGZHOU, China, September 23, 2024 /PRNewswire/ -- MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global value retailer offering a variety of trendy lifestyle products featuring IP design, today announced that it has entered into share purchase agreements with certain shareholders of Yonghui Superstores Co., Ltd (“Yonghui”), to acquire an aggregate of 29.4% of the issued and outstanding shares of Yonghui for a total cash consideration of approximately RMB6.3 billion. Upon the consummation of the transaction, the Company expects to become the largest single shareholder of Yonghui.
Yonghui is a leading retail chain operator in China, listed on the Shanghai Stock Exchange (stock code: 601933) since 2010. It operates approximately 850 supermarkets, offering fresh produce and daily necessities to consumers across China. Yonghui is one of the first distribution enterprises in the PRC to introduce fresh produce into modern supermarkets. In terms of sales scale, it has consistently ranked second among the top 100 supermarkets in the PRC in recent years. In 2023, Yonghui generated approximately RMB78.6 billion in revenue.
The share purchase agreements were entered into between Guangdong Juncai International Trading Co., Ltd., a wholly owned PRC subsidiary of the Company (“Guangdong Juncai”), and the respective sellers. The Dairy Farm Company, Limited, the seller under one of the share purchase agreements, is an indirectly wholly-owned subsidiary of DFI Retail Group Holdings Limited, which is a member of the Jardine Matheson Group. Beijing Jingdong Century Trade Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd., the sellers under the other share purchase agreement, are both indirectly wholly-owned subsidiaries of JD.com, Inc. (NASDAQ Trading Symbol: JD; HKEX Stock Codes: 9618 (HKD counter) and 89618 (RMB counter)).
Pursuant to the share purchase agreements, at the closing of the transaction, Guangdong Juncai will pay to each seller a cash consideration based on a per share price of RMB2.35, which represents a premium of 3.1% to the closing price of Yonghui’s shares on the Shanghai Stock Exchange on September 20, 2024. The Company expects to fund the transaction with a combination of internal financial resources and external financing.
Concurrently with the execution of the share purchase agreements, the Company entered into parent guarantees to guarantee the due performance of Guangdong Juncai of its obligations under the share purchase agreements. Additionally, Mr. Guofu Ye, Chairman, CEO and the controlling shareholder of the Company, has given an irrevocable undertaking to each of the sellers under the share purchase agreements to vote in favor of any resolution approving the transaction at the Company’s shareholder meetings.
Mr. Ye commented, “I firmly believe that this transaction presents great growth potential for our company and will bring long-term value to our shareholders. With our support and leveraging our expertise in design-led products, Yonghui will be poised to develop higher-quality self-branded products to cater to evolving consumer needs. Furthermore, I believe that our collaboration with Yonghui in retail channel upgrade and supply chain will enable us to share resources to further enhance economies of scale, optimize the cost structure and create value for consumers. This transaction will also expand our access to the essential goods sector, allowing us to diversify our business and mitigate cyclical risks.”
“Meanwhile, we remain confident in and committed to the growth of our existing business, and will continue to strategically invest in its development and expansion. We are determined to achieve MINISO’s five-year development strategy of growing our core business at a compound annual growth rate of no less than 20% over the next five years, excluding the potential impact of this transaction.” Mr. Ye concluded.
The transaction is subject to customary closing conditions, including obtaining antitrust clearance from the State Administration for Market Regulation of China, securing or completing other necessary regulatory approvals or procedures, as well as receiving the approval of the Company’s shareholders. The Company currently expects the transaction to close in the first half of 2025. Under the share purchase agreements, Guangdong Juncai undertakes to comply with the sell-down restrictions under the applicable laws with respect to the acquired Yonghui shares following the completion of the transaction.
Conference Call
To further respond to any inquiries in relation to the transaction and enhance communication with shareholders regarding this matter, the Company’s management will hold a conference call at 9:00 A.M. Eastern Time on Monday, September 23, 2024 (9:00 P.M. Beijing Time on the same day). Simultaneous interpretation in English will be provided during the conference call. The conference call can be accessed by the following Zoom link or dialing the following numbers:
Access 1
Join Zoom meeting.
Zoom link: https://zoom.us/j/97701897671?pwd=QonqKR3bonhLkDOCVkXgRk01NXUvPX.1
Meeting Number: 977 0189 7671
Meeting Passcode: 9896
Access 2
Listeners may access the conference call by dialing the following numbers with 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) |
| 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) |
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As the completion of the transaction is subject to the satisfaction or waiver (where applicable) of certain conditions precedent, the transaction may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
About MINISO Group
MINISO Group is a global value retailer offering a variety of trendy lifestyle products featuring IP design. The Company serves consumers primarily through its large network of MINISO stores, and promotes a relaxing, treasure-hunting and engaging shopping experience full of delightful surprises that appeals to all demographics. Aesthetically pleasing design, quality and affordability are at the core of every product in MINISO’s wide product portfolio, and the Company continually and frequently rolls out products with these qualities. Since the opening of its first store in China in 2013, the Company has built its flagship brand “MINISO” as a globally recognized consuming 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”) 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 of MINISO and Yonghui; the expected growth of the retail market and the markets of branded variety retail of lifestyle products and fresh produce and necessity goods in China and globally; expectations regarding demand for and market acceptance of MINISO’s and Yonghui’s products; expectations regarding MINISO’s relationships with consumers, suppliers, MINISO Retail Partners, local distributors, and other business partners; competition in the industry; and relevant government policies and regulations relating to MINISO’s and Yonghui’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:
Raine Hu
MINISO Group Holding Limited
Email: ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039
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Exhibit 99.4
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)
VERY SUBSTANTIAL ACQUISITION
IN RELATION TO
THE ACQUISITION OF THE SHARES IN THE TARGET COMPANY
LISTED ON THE SHANGHAI STOCK EXCHANGE
THE ACQUISITION
The Board is pleased to announce that on September 23, 2024 (Hong Kong time), the Purchaser (a wholly-owned subsidiary of the Company) entered into the Share Purchase Agreements with the Sellers, pursuant to which, the Purchaser has conditionally agreed to acquire and the Sellers have conditionally agreed to sell 2,668,135,376 Target Shares (representing approximately 29.4% of the entire issued share capital of the Target Company), at the Consideration in the amount of RMB6,270,118,134 (equivalent to approximately HK$6,916,461,457). The Consideration shall be satisfied by cash and funded by the internal financial resources of the Group and by external financing. Upon Completion, the financial results of the Target Group will not be consolidated into the accounts of the Company, and the financial results of the Target Group will be accounted for as investment in associates in the financial accounts of the Group.
LISTING RULES IMPLICATIONS
Chapter 14 of the Listing Rules
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition exceeds 100% on an aggregated basis pursuant to Rule 14.22 of the Listing Rules, the Acquisition constitutes a very substantial acquisition under Chapter 14 of the Listing Rules and is therefore subject to the notification, announcement, circular and shareholder’s approval requirements under Chapter 14 of the Listing Rules. |
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EGM AND DESPATCH OF CIRCULAR
The EGM will be convened and held for the Shareholders to consider and, if thought fit, pass ordinary resolution(s) to approve, among other things, the Acquisition and the Share Purchase Agreements. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution(s) approving the Acquisition and the Share Purchase Agreements at the EGM.
A circular containing, among other things, (i) further details of the Acquisition and the Share Purchase Agreements; (ii) financial information and other information of the Target Group; (iii) the unaudited pro forma financial information of the Group; (iv) other information required under the Listing Rules; and (v) a notice of the EGM, is expected to be despatched to the Shareholders. As more time is required to prepare the relevant information to be included in the circular, the circular shall be despatched to the Shareholders in due course.
As the Completion is subject to the satisfaction or waiver (where applicable) of the Conditions Precedent, the Acquisition may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.
THE ACQUISITION
The Board is pleased to announce that on September 23, 2024 (Hong Kong time), the Purchaser (a wholly-owned subsidiary of the Company) entered into the Share Purchase Agreements with the Sellers, pursuant to which, the Purchaser has conditionally agreed to acquire and the Sellers have conditionally agreed to sell the 2,668,135,376 Target Shares (representing approximately 29.4% of the entire issued share capital of the Target Company), at the Consideration in the amount of RMB6,270,118,134 (equivalent to approximately HK$6,916,461,457). The Consideration shall be satisfied by cash and funded by the internal financial resources of the Group and by external financing. Unless otherwise specified, the exchange rate used for illustrative purpose in this Announcement shall be RMB0.90655 to HK$1.0000.
THE SHARE PURCHASE AGREEMENTS
The principal terms of the Share Purchase Agreements are set out as follows:
Date
September 23, 2024
Parties to the Share Purchase Agreements
Dairy Farm Share Purchase Agreement
| (a) | The Purchaser; and |
| (b) | Dairy Farm |
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Jingdong Share Purchase Agreement
| (a) | The Purchaser; |
| (b) | Jingdong Shimao; and |
| (c) | Suqian Hanbang |
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Sellers and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the Listing Rules) as at the date of this announcement.
Subject Matter of the Acquisition
Pursuant to the terms of the Share Purchase Agreements, the Purchaser has conditionally agreed to acquire, and the Sellers have conditionally agreed to sell 2,668,135,376 Target Shares (representing approximately 29.4% of the entire issued share capital of the Target Company) at the Consideration in the amount of RMB6,270,118,134 (equivalent to approximately HK$6,916,461,457), which comprise (i) 1,913,135,376 Target Shares (representing approximately 21.1% of the entire issued share capital of the Target Company) to be sold by Diary Farm to the Purchaser pursuant to the Dairy Farm Share Purchase Agreement at the Consideration in the amount of RMB4,495,868,134 (equivalent to approximately HK$4,959,316,236); (ii) 367,227,196 Target Shares (representing approximately 4.0% of the entire issued share capital of the Target Company) to be sold by Jingdong Shimao to the Purchaser pursuant to the Jingdong Share Purchase Agreement at the Consideration in the amount of RMB862,983,911 (equivalent to approximately HK$951,942,982); and (iii) 387,772,804 Target Shares (representing approximately 4.3% of the entire issued share capital of the Target Company) to be sold by Suqian Hanbang to the Purchaser pursuant to the Jingdong Share Purchase Agreement at the Consideration in the amount of RMB911,266,089 (equivalent to approximately HK$1,005,202,239).
Conditions Precedent of the Share Purchase Agreements
The Acquisition is conditional upon the following conditions, as applicable, being fulfilled:
| (a) | the relevant Seller having completed the registration procedures with the People’s Bank of China and the State Administration of Foreign Exchange for the opening of a designated RMB account for receipt of proceeds from sale of A Shares; |
| (b) | the SSE having issued a confirmation form 《(上海證券交易所上市公司股份協議轉讓確認 表》) with respect to the sale and purchase of the Target Shares, and such confirmation form remaining in full force and effect; |
| (c) | the Company having obtained the Hong Kong Stock Exchange’s confirmation on no further comments on the circular in respect of the purchase of the Target Shares; |
| (d) | the State Administration for Market Regulation of the PRC having issued a decision not to conduct further review, prohibit, or approve with conditions, with respect to the notification of concentration of undertakings with respect to the sale and purchase of Target Shares; and |
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| (e) | the Company having obtained the necessary Shareholders’ approval for the purchase of the Target Shares. |
If any of the Conditions Precedent is not fulfilled within six months from the date of the Share Purchase Agreements (i.e. on or before March 23, 2025, being the long stop date contemplated under the Share Purchase Agreements for the fulfillment of the above conditions for the Acquisition), which may be extended for another two months in the case where any of the Conditions Precedent contemplated under (a) to (e) above is not fulfilled for reasons attributable to the Hong Kong Stock Exchange, the SSE or the relevant authority; or such later date as the parties to the Share Purchase Agreements may agree in writing, the Share Purchase Agreements may be terminated by either party by written notice to the other party at any time thereafter.
Guarantee
The Company, which indirectly holds 100% of the shares of the Purchaser, has provided a guarantee to each of the Sellers on the due performance of the Purchaser in respect of its obligation under the respective Share Purchase Agreements.
CONSIDERATION FOR THE ACQUISITION
With respect to the Acquisition, the Consideration is in the amount of RMB6,270,118,134 (equivalent to approximately HK$6,916,461,457), representing (i) RMB4,495,868,134 (equivalent to approximately HK$4,959,316,236) to be paid to Dairy Farm; (ii) RMB862,983,911 (equivalent to approximately HK$951,942,982) to be paid to Jingdong Shimao; and (iii) RMB911,266,089 (equivalent to approximately HK$1,005,202,239) to be paid to Suqian Hanbang. The Consideration shall be satisfied by cash and funded by the internal financial resources of the Group and by external financing.
Basis of the Consideration
The Consideration was arrived at based on normal commercial terms after arm’s length negotiation among the parties to the Share Purchase Agreements after taking into account, among others, the following:
Historical Trading Price of the Target Shares and its Trend
In determining the Consideration, the Directors have considered the historical market price of the Target Shares traded on the SSE as a benchmark to reflect the prevailing market conditions and recent market sentiment.
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Based on the Consideration in the amount of RMB6,270,118,134 for the Target Shares, the price per Target Share, RMB2.35, represents:
| (a) | a premium of 3.5% to RMB2.27, being the volume-weighted average price of the Target Shares on the 20 Trading Days during the period commencing from August 22, 2024 to September 20, 2024; and |
| (b) | a premium of 3.1% to RMB2.28, being the closing price of the Target Shares on September 20, 2024, being the Trading Day immediately preceding the date of the Share Purchase Agreements. |
The price per Target Share shall not be and is not lower than 90% of the closing price of the Target Shares on September 20, 2024, being the Trading Day immediately preceding the date of the Share Purchase Agreements.
It demonstrates that the Acquisition represents a valuable opportunity for the Company to gain access to investment asset with high return and growth potential at an attractive pricing.
Other than the above numeric evaluation over the Target Shares and the Consideration contemplated under the Acquisition, the Consideration is also arrived at with reference to (i) the well-established businesses and operations of the Target Group; (ii) the financial performance and prospects of the businesses operated by the Target Group; and (iii) the reasons and benefits of the Acquisition as stated under the paragraph headed “REASONS FOR AND BENEFITS OF THE ACQUISITION” in this announcement.
Completion
Completion for the Acquisition shall take place on the second Trading Day following the satisfaction of the Conditions Precedent, or on such other date as may be agreed between the parties to the Share Purchase Agreements. Upon Completion, the financial results of the Target Group will not be consolidated into the accounts of the Company, and the financial results of the Target Group will be accounted for as investment in associates in the financial accounts of the Group.
For the avoidance of doubt, completion of the Acquisition pursuant to the Dairy Farm Share Purchase Agreement is not interconditional upon the completion of the Acquisition pursuant to the Jingdong Share Purchase Agreement, and vice versa.
Undertakings
The Purchaser undertakes to comply with the sell-down restrictions under the applicable laws with respect to the Target Shares following the Completion, including a six-month lock-up requirement from the date of the Completion and other relevant sell-down restrictions in accordance with the
Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies 《(上市公司股東減持股份管理暫行辦法》) promulgated by the China Securities
Regulatory Commission.
Each Seller undertakes that, from the execution of the respective Share Purchase Agreement until immediately before the Purchaser is registered as the owner of the Target Shares, if any proposal is considered at a shareholders’ meeting or board meeting of the Target Company that would result in a reduction in the number of voting shares of the Target Company (being any proposal for a reduction in the registered capital of the Target Company or any new share buyback by the Target Company), each Seller shall, or shall procure the relevant Seller-nominated director(s) of the Target Company to, to the extent permitted by applicable laws, vote against such proposal at the relevant shareholders’ meeting or board meeting.
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INFORMATION OF THE COMPANY AND THE GROUP
The Company was incorporated in the Cayman Islands on January 7, 2020, as an exempted company with limited liability under the Companies Law of the Cayman Islands. The principal activity of the Company is investment holding. The principal businesses of the Group are the retail and wholesale of lifestyle and pop toy products across the PRC, other parts of Asia, Americas, Europe and certain other countries.
INFORMATION OF THE PURCHASER
Guangdong Juncai International Trading Co., Ltd.* (廣東駿才國際商貿有限公司) is a limited liability company established under the laws of the PRC on April 12, 2016. It is an indirectly wholly-owned subsidiary of the Company and is principally engaged in wholesale and retail.
INFORMATION OF THE SELLERS
THE DAIRY FARM COMPANY, LIMITED (牛奶有限公司), a limited liability company incorporated under the laws of Hong Kong, is an indirectly wholly-owned subsidiary of DFI Retail Group Holdings Limited. DFI Retail Group Holdings Limited is incorporated in Bermuda and has a primary listing in the standard segment of the London Stock Exchange (ticker: DFIB), with secondary listings in Bermuda Stock Exchange (ticker: D01) and Singapore Exchange (ticker: D01).
Beijing Jingdong Century Trade Co., Ltd. (北京京東世紀貿易有限公司) and Suqian Hanbang Investment Management Co., Ltd.* (宿遷涵邦投資管理有限公司), both of which are limited
liability companies incorporated under the laws of the PRC, are indirectly wholly-owned subsidiaries of JD.com, Inc., an exempted company incorporated in the Cayman Islands with limited liability and the American depositary shares of which have been listed on the Nasdaq Global Select Market under the symbol of “JD” and the ordinary shares have been listed on the main board of HKEX under the stock codes “9618 (HKD counter)” and “89618 (RMB counter)”.
INFORMATION OF THE TARGET COMPANY AND THE TARGET GROUP
Yonghui Superstores Co., Ltd* (永輝超市股份有限公司), a joint stock company incorporated in the PRC with limited liability, the shares of which are listed on the SSE (stock code: 601933), is a retail chain operator featuring fresh produce management, mainly operates hypermarkets, supermarkets and community supermarkets and has approximately 850 outlets spanning across more than 25 provinces and municipalities across the PRC.
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Financial Information of the Target Group
Set out below is the audited consolidated financial information of the Target Company and its subsidiaries for the years ended December 31, 2022 and December 31, 2023, and the unaudited consolidated financial information of the Target Company and its subsidiaries for the six months ended June 30, 2024, respectively:
| For the year ended | For the year ended | For the six months | ||||||||||
| December 31, | December 31, | ended June 30, | ||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| (audited) | (audited) | (unaudited) | ||||||||||
| (RMB million) | (RMB million) | (RMB million) | ||||||||||
| Revenue | 90,090.82 | 78,642.17 | 37,779.19 | |||||||||
| Net profit/(loss) before tax | (3,218.48 | ) | (1,361.42 | ) | 323.78 | |||||||
| Net profit/(loss) after tax | (2,999.67 | ) | (1,464.73 | ) | 210.83 | |||||||
| As at | As at | As at | ||||||||||
| December 31, | December 31, | June 30, | ||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| (audited) | (audited) | (unaudited) | ||||||||||
| (RMB million) | (RMB million) | (RMB million) | ||||||||||
| Net assets | 7,465.57 | 5,939.07 | 6,153.39 |
REASONS FOR AND BENEFITS OF THE ACQUISITION
The Target Group is a successful supermarket chain operator in the PRC, primarily engaging in selling selected products through offline stores and online channels, covering consumers of all ages. As at the date of this announcement, it operates approximately 850 stores, covering more than 25 provinces and municipalities across the PRC. The Target Group is one of the first distribution enterprises in the PRC to introduce fresh produce into modern supermarkets. In terms of sales scale, it has consistently ranked second among the top 100 supermarkets in the PRC in recent years.
In recent years, the Target Group has made rapid progress in supply chain construction to enhance the operational efficiency at each stage. It has been continuously optimizing the product structure, deepening the source procurement and enhancing the product power, especially by vigorously promoting the development of its self-brands. In the first half of 2024, its self-brands achieved sales of RMB1.28 billion, accounting for 3.4% of its revenue. In 2023, its self-brands realized sales of RMB3.54 billion, accounting for 4.5% of its revenue.
Since 2024, the Target Group has continued to accelerate its transformation, actively learning from its one outstanding peer, deeply engaging in the reform of the supply chain, and pragmatically building a platform-type enterprise for the food supply chain that adapts to current development.
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The Group continues to be optimistic about the development of the offline retail industry in the PRC. This Acquisition is in line with the Company’s overall strategy and is beneficial to the Shareholders as a whole. Given that the Target Group is one of the leading supermarket chain operators in the PRC with a high-quality store network, well-established logistics infrastructure, loyal customer base and strong digital system capabilities, the Group believes that:
| (i) | the Target Group's ongoing adjustment and reform in its stores is a revolutionary attempt to return to the essence of retail business. This is an inevitable trend in the development of the supermarket industry in the PRC, which will provide consumers with a positive shopping experience and create a fulfilling working environment for employees. As a result, it will help the Target Group gain favorable brand image and reputation, ultimately creating significant commercial and social value. This cultural orientation highly aligns with the Group's corporate mission of “Life is for fun”; |
| (ii) | the Group possesses unique capabilities and experience in developing its self-brands, designs and IP products. After the Acquisition, the Group can support the Target Group through business collaboration, allowing the Target Group to leverage the Group's strengths to develop higher quality self-branded products at lower costs. This is expected to enhance the Target Group's differentiated competitive ability. The Target Group operates approximately 850 retail supermarkets across over 25 provinces and municipalities and has established a vast store network and supply chain in the PRC. The Group and the Target Group can share resources through business cooperations to further enhance economies of scale, optimize the cost structure and create more value for consumers, which will thereby enhance the Group's return on investment; and |
| (iii) | the Acquisition will expand the Group's investment and operational channels in the daily necessities retail business, enabling the Group to diversify its cyclical business risks, which is of significant strategic importance to the Group. |
For the foregoing reasons, the Directors are of the view that the Acquisition and the Share Purchase Agreements are on normal commercial terms agreed upon after arm’s length negotiations between the parties with reference to the prevailing market conditions and are fair and reasonable, and are in the interests of the Group and the Shareholders as a whole.
None of the Directors has any material interest in the Acquisition and the Share Purchase Agreements and is required to abstain from voting on the board resolutions approving the Acquisition and the Share Purchase Agreements.
The Company confirms that it will continue to operate and expand the existing business of the Group. As a global value retailer offering a variety of trendy lifestyle products featuring IP design, the Company remains optimistic and will further invest and develop its existing business strategically.
Further, the Company does not have any current intention or plan to further invest in the Target Company other than the Acquisition as detailed in this announcement. Notwithstanding the above, in the case where there is any change of intention or circumstances, the Company shall ensure compliance with all the applicable Listing Rules.
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LISTING RULES IMPLICATIONS
Chapter 14 of the Listing Rules
As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition exceeds 100% on an aggregated basis pursuant to Rule 14.22 of the Listing Rules, the Acquisition constitutes a very substantial acquisition under Chapter 14 of the Listing Rules and is therefore subject to the notification, announcement, circular and shareholder’s approval requirements under Chapter 14 of the Listing Rules.
EGM AND DESPATCH OF CIRCULAR
The EGM will be convened and held for the Shareholders to consider and, if thought fit, pass ordinary resolution(s) to approve, among other things, the Acquisition and the Share Purchase Agreements. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution(s) approving the Acquisition and the Share Purchase Agreements at the EGM.
Further, Mr. Ye, the chairman of the Board, an executive Director, the chief executive officer and a controlling Shareholder of the Company, has given an irrevocable undertaking to each of the Sellers, to procure the Controlling Shareholders to vote in favour of any resolution approving the Acquisition at the EGM. As of the date of this announcement, the Controlling Shareholders are interested in approximately 62.7% of the issued share capital of the Company.
A circular containing, among other things, (i) further details of the Acquisition and the Share Purchase Agreements; (ii) financial information and other information of the Target Group; (iii) the unaudited pro forma financial information of the Group; (iv) other information required under the Listing Rules; and (v) a notice of the EGM, is expected to be despatched to the Shareholders. As more time is required to prepare the relevant information to be included in the circular, the circular shall be despatched to the Shareholders in due course.
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CONFERENCE CALL
To further respond to any enquiries in relation to the Acquisition and enhance communication with Shareholders, the Company's management will hold a conference call at 9:00 A.M. Eastern Time on Monday, September 23, 2024 (9:00 P.M. Beijing Time on the same day). Simultaneous interpretation in English will be provided during the conference call. The conference call can be accessed by the following Zoom link or dialing the following numbers:
Access 1
Join Zoom meeting.
Zoom link: https://zoom.us/j/97701897671? pwd=QonqKR3bonhLkDOCVkXgRk01NXUvPX.1
Meeting Number: 977 0189 7671
Meeting Passcode: 9896
Access 2
Listeners may access the conference call by dialing the following numbers with 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) | ||
| 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) | ||
As the Completion is subject to the satisfaction or waiver (where applicable) of the Conditions Precedent, the Acquisition may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.
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DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
| “A Shares” | ordinary shares of the Target Company which are listed on the SSE and traded in Renminbi |
| “Acquisition” | the acquisition by the Purchaser of the Target Shares on the terms and subject to the conditions set out in the Share Purchase Agreements |
| “Board” | the board of Directors of the Company |
| “Company”, “we”, “us”, or “our” | MINISO Group Holding Limited (名創優品集團控股有限公司), a company with limited liability incorporated in the Cayman Islands on January 7, 2020 |
| “Completion” | the completion of the Acquisition in accordance with the terms and condition set out in the Share Purchase Agreements |
| “Conditions Precedent” | conditions precedent to the Completion as set out under the paragraph headed “Conditions Precedent of the Share Purchase Agreements” |
| “Consideration” | the consideration for the Acquisition |
| “Controlling Shareholders” | has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Ye, his spouse and the intermediary companies through which Mr. Ye and his spouse have an interest in the Company |
| “Dairy Farm” | THE DAIRY FARM COMPANY, LIMITED (牛奶有限公 司), a limited liability company incorporated under the laws of Hong Kong |
| “Dairy Farm Share Purchase Agreement” | the conditional share purchase agreement entered into by the Purchaser and Dairy Farm, pursuant to which, the Purchaser has conditionally agreed to acquire and Dairy Farm has conditionally agreed to sell the Target Shares |
| “Director(s)” | the director(s) of the Company |
| “EGM” | the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, pass ordinary resolution(s) to approve, among other things, the Acquisition and the Share Purchase Agreements |
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| “Group”, “our Group”, “the Group”, “we”, “us”, or “our” | the Company and its subsidiaries from time to time, and where the context requires, in respect of the period prior to our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Hong Kong Stock Exchange” or “HKEX” | The Stock Exchange of Hong Kong Limited |
| “Jingdong Share Purchase Agreement” | the conditional share purchase agreement entered into by the Purchaser, Jingdong Shimao and Suqian Hanbang, pursuant to which, the Purchaser has conditionally agreed to acquire and Jingdong Shimao and Suqian Hanbang has conditionally agreed to sell the Target Shares |
| “Jingdong Shimao” | Beijing Jingdong Century Trade Co., Ltd. (北京京東世紀貿易有限公司), a limited liability company incorporated under the laws of the PRC |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time |
| “Mr. Ye” | Mr. Ye Guofu, the chairman of the Board, an executive Director, the chief executive officer and a controlling Shareholder of the Company |
| “NASDAQ” | the Nasdaq Stock Market in the United States |
| “NYSE” | the New York Stock Exchange |
| “PRC” | the People’s Republic of China, and for the purpose of this announcement, excluding Hong Kong, Macau Special Administrative Region and Taiwan |
| “Purchaser” | Guangdong Juncai International Trading Co., Ltd.* (廣東駿才 國際商貿有限公司), a company incorporated in the PRC with limited liability and an indirectly wholly-owned subsidiary of the Company |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “Sellers” | Dairy Farm, Jingdong Shimao and Suqian Hanbang |
| “Share(s)” | the ordinary shares of US$0.00001 each in the share capital of the Company |
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| “Shareholder(s)” | holder(s) of our Share(s) |
| “Share Purchase Agreement(s)” | the Dairy Farm Share Purchase Agreement and the Jingdong Share Purchase Agreement |
| “SSE” | the Shanghai Stock Exchange |
| “Suqian Hanbang” | Suqian Hanbang Investment Management Co., Ltd.* (宿遷涵邦 投資管理有限公司), a limited liability company incorporated under the laws of the PRC |
| “Target Company” | Yonghui Superstores Co., Ltd* (永輝超市股份有限公司), a joint stock company incorporated in the PRC with limited liability, the shares of which are listed on the SSE (stock code: 601933) |
| “Target Group” | the Target Company and its subsidiaries |
| “Target Shares” | ordinary share(s) in the share capital of the Target Company, with a nominal value of RMB1 for each A Shares |
| “Trading Day” | a day (i) on which the SSE is open for business and (ii) not a Saturday, a Sunday or a public holiday in Hong Kong or the PRC |
| “US$” | U.S. dollars, the lawful currency of the United States |
| “United States” or “U.S.” | United Stated of America, its territories, its possessions and all areas subject to its jurisdiction |
| “%” | per cent |
* English translations are for reference only.
| By Order of the Board | |
| MINISO Group Holding Limited | |
| Mr. YE Guofu | |
| Executive Director and Chairman |
Hong Kong, September 23, 2024
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.
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