MINISO Group Holding Ltd 6-K, filed Aug 4, 2022
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on August 4, 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 August 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
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: August 4, 2022
Exhibit 99.1
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: | 31 July 2022 | Status: | New Submission |
To : Hong Kong Exchanges and Clearing Limited
| Name of Issuer: | MINISO Group Holding Limited |
| Date Submitted: | 04 August 2022 |
| I. | Movements in Authorised / Registered Share Capital |
| 1. Type of shares | Ordinary shares | Class 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 |
Remarks:
1. The shares of MINISO Group Holding Limited were listed on the Main Board of The Stock Exchange of Hong Kong Limited on 13 July 2022. The information contained herein under “Balance at close of preceding month” refers to the “Balance upon listing on 13 July 2022”.
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| II. | Movements in Issued Shares |
| 1. Type of shares | Ordinary shares | Class of shares | Not applicable | Listed on SEHK (Note 1) | Yes | ||
| Stock code | 09896 | Description | |||||
| Balance at close of preceding month | 1,266,666,355 | ||||||
| Increase / decrease (-) | 0 | ||||||
| Balance at close of the month | 1,266,666,355 | ||||||
Remarks:
1. The shares of MINISO Group Holding Limited were listed on the Main Board of The Stock Exchange of Hong Kong Limited on 13 July 2022. The information contained herein under “Balance at close of preceding month” refers to the “Balance upon listing on 13 July 2022”.
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| III. | Details of Movements in Issued Shares |
| (A). | Share Options (under Share Option Schemes of the Issuer) |
| 1. Type of shares issuable | Ordinary shares | Class 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 |
11,449,336 | 0 | 11,449,336 | 0 | 0 | 54,715,080 | ||||||
|
General Meeting approval date (if applicable) | |||||||||||||
| Total A (Ordinary shares): | 0 | ||
| Total funds raised during the month from exercise of options: | USD | 0 |
Remarks:
| 1. The shares of MINISO Group Holding Limited were listed on the Main Board of The Stock Exchange of Hong Kong Limited on 13 July 2022. The information contained herein under “Number of share options outstanding at close of preceding month” refers to the “Number of share options outstanding upon listing on 13 July 2022”. |
| 2. MINISO Group Holding Limited granted outstanding options to grantees under the 2020 Share Incentive Plan to acquire an aggregate of 11,449,336 shares. 11,449,336 ordinary shares (i.e. the number of underlying ordinary shares pursuant to the outstanding options granted under the 2020 Share Incentive Plan) have already been issued to certain share incentive award holding vehicles for the vesting and exercise of share options granted. Up to a maximum of 54,715,080 shares may be further issued upon the exercise of the share options to be granted under the 2020 Share Incentive Plan. |
| (B). | Warrants to Issue Shares of the Issuer which are to be Listed Not applicable |
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| (C). | Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable |
| (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 |
| Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E) | 0 | ||
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| IV. | Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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| 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. |
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| 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 |
| ． | “type of shares issuable” should be construed as “type 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 |
| ． | “type of shares issuable” should be construed as “type of shares redeemed”; and |
| ． | “issue and allotment date” should be construed as “redemption date” |
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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)
DATE OF BOARD MEETING
AND
PROPOSED DECLARATION OF SPECIAL DIVIDEND
The board of directors (the “Board”) of MINISO Group Holding Limited (the “Company”) announces that a meeting of the Board will be held on Wednesday, August 17, 2022 (the “Board Meeting”) for the purpose of, inter alia, considering and approving the declaration and payment of a special cash dividend (the “Special Dividend”).
Subject to the approval at the Board Meeting, the Company will make a further announcement after the Board Meeting to set out the details of the Special Dividend.
As the proposed Special Dividend may or may not be approved by the Board at the Board Meeting, shareholders and potential investors of the Company are advised to exercise caution in dealing in the securities of the Company.
| By Order of the Board | |
| MINISO Group
Holding Limited Mr. YE Guofu | |
| Executive Director and Chairman |
Hong Kong, August 4, 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.