MINISO Group Holding Ltd 6-K, filed Dec 6, 2023
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on December 6, 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 December 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 ¨
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: December 6, 2023
| FF301 Page 1 of 7 v 1.0.2 Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities For the month ended: 30 November 2023 Status: New Submission To : Hong Kong Exchanges and Clearing Limited Name of Issuer: MINISO Group Holding Limited Date Submitted: 05 December 2023 I. Movements in Authorised / Registered Share Capital 1. Class of shares Ordinary shares Type of shares Not applicable Listed on SEHK (Note 1) Yes Stock code 09896 Description Number of authorised/registered shares Par value Authorised/registered share capital Balance at close of preceding month 10,000,000,000 USD 0.00001 USD 100,000 Increase / decrease (-) 0 USD 0 Balance at close of the month 10,000,000,000 USD 0.00001 USD 100,000 Total authorised/registered share capital at the end of the month: USD 100,000 |
| FF301 Page 2 of 7 v 1.0.2 II. Movements in Issued Shares 1. Class of shares Ordinary shares Type of shares Not applicable Listed on SEHK (Note 1) Yes Stock code 09896 Description Balance at close of preceding month 1,263,689,685 Increase / decrease (-) 0 Balance at close of the month 1,263,689,685 |
| FF301 Page 3 of 7 v 1.0.2 III. Details of Movements in Issued Shares (A). Share Options (under Share Option Schemes of the Issuer) 1. Class of shares issuable Ordinary shares Type of shares Not applicable Shares issuable to be listed on SEHK (Note 1) Yes Stock code of shares issuable (if listed on SEHK) (Note 1) 09896 Particulars of share option scheme Number of share options outstanding at close of preceding month Movement during the month Number of share options outstanding at close of the month No. of new shares of issuer issued during the month pursuant thereto (A) No. of new shares of issuer which may be issued pursuant thereto as at close of the month The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month 1). Share Incentive Plan adopted in September 2020 Exercise Price: USD0.00 - 0.036 Granted on 16/1/2020, 27/9/2020, 15/10/2020 and 15/10/2021 5,355,000 Exercised -63,852 5,291,148 0 0 48,527,444 General Meeting approval date (if applicable) Total A (Ordinary shares): 0 Total funds raised during the month from exercise of options: USD 0 Remarks: (B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable (C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable 1. The maximum aggregate number of ordinary shares that may be issued under the 2020 Share Incentive Plan (the "2020 Plan") is 147,301,128 shares, of which 92,586,048 shares are already issued to certain share incentive award holding vehicles for the issue, vesting and exercise of share options granted, and 6,187,636 shares represented by the 1,546,909 American Depositary Shares have been repurchased from the NYSE for the benefit of the 2020 Plan pursuant to a share repurchase program adopted in December 2021. 2. The Company can still issue up to 48,527,444 shares (i.e. 147,301,128 - 92,586,048 - 6,187,636 ) for share options that can potentially be granted under the 2020 Plan. |
| FF301 Page 4 of 7 v 1.0.2 Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E) 0 (D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes) Not applicable (E). Other Movements in Issued Share Not applicable |
| FF301 Page 5 of 7 v 1.0.2 IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
| FF301 Page 6 of 7 v 1.0.2 V. Confirmations We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable: (Note 2) (i) all money due to the listed issuer in respect of the issue of securities has been received by it; (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 3); (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 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; (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. Submitted by: Ye Guofu Title: Director (Director, Secretary or other Duly Authorised Officer) Notes 1. SEHK refers to Stock Exchange of Hong Kong. 2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return. |
| FF301 Page 7 of 7 v 1.0.2 3. “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. 4. If there is insufficient space, please submit additional document. 5. In the context of repurchase of shares: ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and ． “class of shares issuable” should be construed as “class of shares repurchased”; and ． “issue and allotment date” should be construed as “cancellation date” 6. In the context of redemption of shares: ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and ． “class of shares issuable” should be construed as “class of shares redeemed”; and ． “issue and allotment date” should be construed as “redemption date” ． |
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)
VOLUNTARY ANNOUNCEMENT
UNUSUAL PRICE AND TRADING VOLUME MOVEMENTS
AND PLAN OF INCREASE IN SHAREHOLDING BY MANAGEMENT
This is a voluntary announcement made by MINISO Group Holding Limited (the “Company”) to provide its shareholders and potential investors with information in relation to the latest developments regarding the Company.
The board of directors (the “Board”) of the Company has noted the recent unusual fluctuation in the price and trading volume movements of the ordinary shares (the “Shares”) of the Company. Having made all reasonable enquiries in the circumstances, the Board confirms that, as at the date of this announcement, it is not aware of any reason for the recent fluctuation of the price of the Shares or trading volume movements, or of any information that is required to be disclosed to avoid a false market in the securities of the Company, or of any inside information that is required to be disclosed pursuant to Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
As at the date of this announcement, the business of the Group is running normally and smoothly. There were no significant adverse changes in the daily operations and financial positions of the Group.
The Board was informed that Mr. Zhang Jingjing, the Company’s Chief Financial Officer and Vice President, together with Mr. Huang Zheng, General Manager of MINISO Overseas distributor markets and Vice President, and Mr. Yao Jianzheng, General Manager of MINISO China and Vice President (together as the “Management”), planned to acquire certain shares in the open market in the coming month. Any share purchase will be conducted in compliance with the applicable laws, rules and regulations, including the Management Trading of Securities Policy adopted by the Board and the applicable provisions under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.
The plan for share purchase demonstrates our Management’s unwavering confidence in the value and long-term development of the Company. The Management may further increase their shareholding in the Company as and when appropriate and subject to compliance with the applicable laws and regulations.
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To enhance communication with shareholders, the Company’s management will hold a conference call at 3:45 A.M. Eastern Time on Tuesday, December 5, 2023 (4:45 P.M. Beijing Time on the same day). The conference call can be accessed by the following Zoom link or dialing the following numbers:
Access 1
Join Zoom meeting.
Zoom link: https://dooyle.zoom.us/j/86907972514?pwd=GNi09Bq3CPWN8XbABy0iuQ0pI19pCO.1
Meeting Number: 869 0797 2514
Meeting Passcode: 9896
Access 2
Listeners may access the call by dialing the following numbers by using the same meeting number and passcode with access 1.
| United States: | +1 213 338 8477 (or +1 646 518 9805) | |
| Mainland China: | 400 182 3168 (or 400 616 8835) | |
| Hong Kong, China: | +852 5803 3730 (or +852 5803 3731) | |
| United Kingdom: | +44 203 481 5237 (or +44 131 460 1196) | |
| France: | +33 1 7037 9729 (or +33 1 7037 2246) | |
| Singapore: | +65 3158 7288 (or +65 3165 1065) | |
| Canada: | +1 438 809 7799 (or +1 204 272 7920) |
Shareholders and potential investors should note that any proposed Share purchase by the Company’s management may be done subject to market conditions and at the individual’s absolute discretion. There is no assurance of the timing, quantity or price of any Share purchase. Shareholders and potential investors should therefore exercise caution when dealing in the Shares.
| By Order of the Board | |
| MINISO Group
Holding Limited Mr. YE Guofu | |
| Executive Director and Chairman |
Hong Kong, December 5, 2023
As of the date of this announcement, the Board 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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