MINISO Group Holding Ltd 6-K, filed Jun 29, 2022
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on June 29, 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 June 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): ¨
EXPLANATORY NOTE
The exhibits to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of MINISO Group Holding Limited (File No. 333-264009) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit Index
Exhibit 8.2 — Opinion of JunHe LLP regarding certain PRC law matters
Exhibit 23.1 — Consent of KPMG Huazhen LLP, an independent registered public accounting firm
Exhibit 23.2 — Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
Exhibit 23.3 — Consent of JunHe LLP (included in Exhibit 8.2)
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: June 29, 2022
Exhibit 5.1
Our ref VSL/763998-000003/24365011v3
MINISO Group Holding Limited
25F, Heye Plaza, No. 486, Kangwang Middle Road
Liwan District, Guangzhou 510140, Guangdong Province
The People's Republic of China
29 June 2022
Dear Sirs
MINISO Group Holding Limited
We have acted as Cayman Islands legal advisers to MINISO Group Holding Limited (the "Company") in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of certain of the Company's ordinary shares of par value US$0.00001 each (the "Shares").
We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.
| 1 | Documents Reviewed |
For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:
| 1.1 | The certificate of incorporation dated 7 January 2020 issued by the Registrar of Companies in the Cayman Islands. |
| 1.2 | The second amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 22 September 2020 and effective immediately upon completion of the Company’s initial public offering of the American depositary shares representing the Shares (the "Second Memorandum and Articles"). |
| 1.3 | The draft third amended and restated memorandum and articles of association of the Company expected to be adopted by a special resolution passed at the annual general meeting of the Company proposed to be held on 11 July 2022 ("Proposed AGM") and effective upon the consummation of the Company's proposed listing on The Stock Exchange of Hong Kong Limited (the "Third Memorandum and Articles"). |
| 1.4 | The minutes (the "A1 Minutes") of the meeting of the board of directors of the Company held on 24 March 2022 (the "A1 Meeting") and the written resolutions of the board of directors of the Company dated 30 March 2022 and 20 June 2022 (the "Board Resolutions"). |
| 1.5 | The notice of the Annual General Meeting of the Company proposed to be held on 11 July 2022, a copy of which is attached as Annexure A hereto (the "AGM Notice"). |
| 1.6 | A certificate from a director of the Company, a copy of which is attached as Annexure B hereto (the "Director's Certificate"). |
| 1.7 | A certificate of good standing dated 25 March 2022, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing"). |
| 1.8 | The Registration Statement. |
| 2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.2 | All signatures, initials and seals are genuine. |
| 2.3 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below. |
| 2.4 | The resolutions set out in the AGM Notice will be approved, in the form set out in the AGM Notice and without amendment, by special resolutions of the shareholders of the Company duly and validly passed in accordance with the Second Memorandum and Articles (the "Shareholder Resolutions") prior to, and will not have been amended, varied or revoked in any respect as of, the consummation of the Company's proposed listing on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing"). |
| 3 | Opinion |
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The authorised share capital of the Company is US$100,000 divided into 10,000,000,000 shares comprising (i) 9,000,000,000 class A ordinary shares of a nominal or par value of US$0.00001 each, (ii) 500,000,000 class B ordinary shares of a nominal or par value of US$0.00001 each, and (iii) 500,000,000 shares of a par value of US$0.00001 each of such class or classes (however designated) as the board of directors may determine in accordance with the Second Memorandum and Articles. Subject to the Shareholder Resolutions being passed, upon the Hong Kong Listing, the authorised share capital of the Company will be US$100,000 divided into 10,000,000,000 ordinary shares of a par value of US$0.00001 each. |
| 3.3 | The issue and allotment of the Shares have been duly authorised and, subject to the Shareholder Resolutions being passed, when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders). |
| 3.4 | The statements under the caption "Taxation" in the prospectus forming part of the Registration Statement are accurate in so far as such statements are summaries of or relate to Cayman Islands law, and such statements constitute our opinion. |
| 4 | Qualifications |
In this opinion the phrase "non-assessable" means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation pursuant to the Memorandum and Articles, to the contrary, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
| 2 |
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforceability of Civil Liabilities", "Taxation" and "Legal Matters" and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
| 3 |
Exhibit 8.2
Suite 1301, 13/F, E Building, GT Land Plaza
13 Zhujiang East Road
Guangzhou 510623, P. R. China
T: (86-20) 2805-9088
F: (86-20) 2805-9099
junhegz@junhe.com
MINISO Group Holding Limited
8F, M Plaza, No. 109 Pazhou Avenue
Haizhu District, Guangzhou 510000, Guangdong Province
The People’s Republic of China
Re: PRC Legal Opinion on Certain PRC Law Matters
June 29, 2022
Dear Sirs or Madams,
We are lawyers qualified in the People’s Republic of China (the “PRC”, for the purpose of this opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan Region) and are qualified to issue an opinion on the laws, regulations, statutes, rules, decrees, notices, and supreme court’s judicial interpretations currently in force and publicly available in the PRC as of the date hereof (“PRC Laws”).
We are acting as the PRC counsel to MINISO Group Holding Limited (the “Company”), a company incorporated under the laws of the Cayman Islands and listed on the New York Stock Exchange, in connection with the proposed offering of certain number of ordinary shares, par value US$0.00001 per share in the Company (“Shares”) in accordance with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Transactions”).
In so acting, we have examined the Registration Statement, the originals or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, certificates, approvals and other instruments as we have deemed necessary for the purpose of rendering this opinion, including, without limitation, originals or copies of the agreements and certificates issued by the PRC authorities and officers of the Company (“Documents”). In such examination, we have assumed the accuracy of the factual matters described in the Documents will be executed by the parties in the forms provided to and reviewed by us. We have also assumed the genuineness of all signatures, seals and chops, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies, and the truthfulness, accuracy and completeness of all factual statements in the documents.
| 1 |
| 1. | We are requested to give this opinion in connection with the section “Taxation – People’s Republic of China Taxation” in the Registration Statement regarding PRC Laws. |
| 2. | Based upon the foregoing and subject to the qualifications set out below, we hereby confirm our opinion as set forth under the caption “Taxation – People’s Republic of China Taxation” in the Registration Statement. |
| 3. | We hereby consent to the use of our name under the captions “Enforceability of Civil Liabilities – PRC” and “Legal Matters” in the Registration Statement. |
| 4. | This Opinion is subject to the following qualifications: |
(1) This Opinion relates only to the PRC Laws and we express no opinion as to any other laws and regulations. There is no guarantee that any of the PRC Laws, or the interpretation thereof or enforcement therefor, will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect.
(2) This Opinion is subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, national security, good faith and fair dealing, applicable statutes of limitation, and the limitations by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditor’s rights generally; (ii) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable or fraudulent; (iii) judicial discretion with respect to the availability of injunctive relief, the calculation of damages, and the entitlement of attorneys’ fees and other costs; and (iv) the discretion of competent PRC legislative, administrative or judicial bodies in exercising their authority in connection with the interpretation, implementation and application of relevant PRC Laws.
(3) This Opinion is intended to be used in the context which is specifically referred to herein and each section should be looked on as a whole regarding the same subject matter and no part shall be extracted for interpretation separately from this Opinion.
This Opinion is rendered to you for the purpose hereof only, and save as provided herein, this Opinion shall not be quoted nor shall a copy be given to any person (apart from the addressee and its legal counsel) without our express prior written consent, except where such disclosure is required to be made by the applicable law or is requested by the SEC or any other regulatory agencies.
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| 2 |
(Signature page)
Yours faithfully,
| /s/ JunHe LLP |
JunHe LLP
| 3 |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated September 17, 2021, with respect to the consolidated financial statements of MINISO Group Holding Limited, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG Huazhen LLP
Guangzhou, China
June 29, 2022