MINISO Group Holding Ltd 6-K, filed Sep 15, 2022
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on September 15, 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 September 2022
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Commission File Number: 001-39601
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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 |
| Exhibit 99.2 | — | Announcement with the Stock Exchange of Hong Kong Limited –– Voluntary Announcement –– Substantial Completion of Independent Investigation |
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: September 15, 2022
Exhibit 99.1
MINISO Announces Substantial Completion of Independent Investigation
GUANGZHOU, China, September 15, 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 an update on the status of the previously announced independent investigation. As previously disclosed, shortly after the publication of a report issued by the short-seller firm Blue Orca Capital on July 26, 2022 (the “Short Seller Report”), an independent committee of the board of directors (the “Independent Committee”), consisting of independent directors Ms. Xu Lili, Mr. Zhu Yonghua and Mr. Wang Yongping, was formed to oversee an independent investigation regarding the allegations made in the Short Seller Report (the “Independent Investigation”). The Independent Investigation, overseen by the Independent Committee and conducted with the assistance of third-party professional advisors including an international law firm and forensic accounting experts from a well-regarded forensic accounting firm that is not the Company’s auditor, is now substantially complete. Based on findings of the Independent Investigation, which encompassed allegations regarding the Company’s franchise business model and land deals involving the Company’s chairman, the Independent Committee has concluded that the key allegations made in the Short Seller Report were not substantiated.
About MINISO Group
MINISO is a global 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 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. 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
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
SUBSTANTIAL COMPLETION OF
INDEPENDENT INVESTIGATION
Reference is made to the announcement issued by MINISO Group Holding Limited (“MINISO” or the “Company”) on July 27, 2022 in relation to a short seller report (the “Report”) published by Blue Orca Capital, a short seller, in which the Company announced the formation of an Independent Committee by the Company’s board of directors to oversee an independent investigation regarding the allegations made in the Report (“Independent Investigation”).
Reference is also made to the announcement issued by the Company on July 28, 2022, in which the Company summarized its preliminary findings rebutting the Report’s key allegations.
This announcement is issued by the Company today to provide an update on the status of the previously announced Independent Investigation.
The Independent Investigation, overseen by the Independent Committee and conducted with the assistance of an international law firm and forensic accounting experts from a well-regarded forensic accounting firm that is not the Company’s auditor, is now substantially complete. Based on the findings of the Independent Investigation, which encompassed allegations regarding the Company’s franchise business model and land deals involving the Company’s chairman, the Independent Committee has concluded that the Report’s key allegations were not substantiated.
| By Order of the Board | |
| MINISO Group Holding Limited | |
| Mr. YE Guofu | |
| Executive Director and Chairman |
Hong Kong, September 15, 2022
As of the date of this announcement, the board of directors of the Company comprises Mr. YE Guofu, Mr. LI Minxin, Mr. ZHANG Saiyin as executive Directors, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.