MINISO Group Holding Ltd 6-K, filed Dec 28, 2022
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on December 28, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission File Number: 001-39601
MINISO Group Holding Limited
8F, M Plaza, No. 109, Pazhou Avenue
Haizhu District, Guangzhou 510000, Guangdong Province
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Exhibit Index
Exhibit 99.1 — Press Release—MINISO Group Announces Results of Annual General Meeting
Exhibit 99.2 — Announcement—Poll Results of the Annual General Meeting Held on December 28, 2022
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MINISO Group Holding Limited | |||
| By | : | /s/ Saiyin Zhang | |
| Name | : | Saiyin Zhang | |
| Title | : | Director and Chief Financial Officer | |
Date: December 28, 2022
Exhibit 99.1
MINISO Group Announces Results of Annual General Meeting
GUANGZHOU, China, December 28, 2022 /PRNewswire/ -- MINISO Group Holding Limited (NYSE: MNSO; HKEx: 9896) (“MINISO,” “MINISO Group” or the “Company”), a global value retailer offering a variety of design-led lifestyle products, today announced that its annual general meeting (the “AGM”) was held in Guangzhou today and that all the proposed resolutions submitted for shareholder approval set out in the notice of the AGM were duly adopted at the AGM.
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)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON DECEMBER 28, 2022
Reference is made to the circular (the “Circular”) of MINISO Group Holding Limited (the “Company”) incorporating, amongst others, the notice (the “Notice”) of the annual general meeting of the Company (the “AGM”) dated October 19, 2022 and the announcement in relation to the change of date of the AGM dated November 29, 2022 (the “Announcement”). Unless the context requires otherwise, the capitalized terms used herein shall have the same meanings as those defined in the Circular, the Notice and the Announcement.
The board of directors (the “Board”) of the Company is pleased to announce that at the Adjourned AGM held on December 28, 2022, the Notice of which was given to the Shareholders on October 19, 2022, all the proposed resolutions as set out in the Notice were taken by poll. The poll results in respect of the resolutions proposed at the Adjourned AGM are as follows:
| NUMBER OF VOTES CAST | ||||
| ORDINARY RESOLUTIONS | AND PERCENTAGE (%) | |||
| FOR | AGAINST | |||
| 1. | To receive and adopt the audited consolidated financial statements of the Company for the year ended June 30, 2022 and the reports of the directors and auditor thereon. | 962,240,384 (99.999519%) |
4,628 (0.000481%) | |
| 2. | (A) | To re-elect the following persons as the directors of the Company (the “Directors”): | ||
| (i) To re-elect Mr. Li Minxin as an executive Director. | 890,143,644 | 72,096,792 | ||
| (92.507404%) | (7.492596%) | |||
| (ii) To re-elect Mr. Zhang Saiyin as an executive Director. | 883,278,988 | 78,959,120 | ||
| (91.794222%) | (8.205778%) | |||
| (B) | To authorise the board of Directors to fix the remuneration of the Directors. | 953,120,636 | 9,125,260 | |
| (99.051671%) | (0.948329%) | |||
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| NUMBER OF VOTES CAST | ||||
| ORDINARY RESOLUTIONS | AND PERCENTAGE (%) | |||
| FOR | AGAINST | |||
| 3. | To re-appoint KPMG as auditor of the Company and authorise the board of Directors to fix its remuneration for the year ending June 30, 2023. | 962,246,008 | 56,320 | |
| (99.994147%) | (0.005853%) | |||
| 4. | (A) | To grant a general mandate to the Directors to allot, issue and/or otherwise deal with additional shares not exceeding 20% of the total number of issued shares of the Company as at the date of passing this resolution. | 818,217,896 | 144,081,308 |
| (85.027390%) | (14.972610%) | |||
| (B) | To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the total number of issued shares of the Company as at the date of passing this resolution. | 962,156,492 | 8,928 | |
| (99.999072%) | (0.000928%) | |||
| (C) | Conditional upon the passing of the ordinary resolutions numbered 4(A) and 4(B), to extend the authority given to the Directors pursuant to ordinary resolution numbered 4(A) to issue shares by adding to the number of shares of the Company which may be allotted and issued by the Directors pursuant to such general mandate of an amount representing the number of shares repurchased under ordinary resolution numbered 4(B). | 794,771,124 | 167,390,688 | |
| (82.602647%) | (17.397353%) | |||
Notes:
| (a) | As a majority of the votes were cast in favour of each of the resolutions numbered 1 to 4, such resolutions were duly passed as ordinary resolutions. |
| (b) | As at the date of the Adjourned AGM, the total number of issued Shares was 1,266,986,555 Shares. |
| (c) | There was no Shareholder that was required to abstain from voting in respect of the resolutions at the Adjourned AGM and none of the Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions proposed at the Adjourned AGM. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the Adjourned AGM as set out in Rule 13.40 of the Listing Rules. |
| (d) | Accordingly, the total number of Shares entitling the holder to attend and vote on the resolutions at the Adjourned AGM was 1,266,986,555 Shares as at the date of the Adjourned AGM. |
| (e) | The Company’s share registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the Adjourned AGM. |
| (f) | All Directors, namely Mr. Ye Guofu, Mr. Li Minxin, Mr. Zhang Saiyin, Ms. Xu Lili, Mr. Zhu Yonghua and Mr. Wang Yongping have attended the Adjourned AGM. |
| By order of the Board | |
| MINISO Group Holding Limited | |
| Mr. YE Guofu | |
| Executive Director and Chairman |
Hong Kong, December 28, 2022
As of the date of this announcement, the Board 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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