MINISO Group Holding Ltd 6-K, filed Sep 15, 2023
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on September 15, 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 September 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
Exhibit 99.2 — Press Release — MINISO Announces US$200 Million Share Repurchase Program
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: September 15, 2023
Exhibit 99.2
MINISO Announces US$200 Million Share Repurchase Program
GUANGZHOU, China, Sept. 15, 2023 /PRNewswire/ -- MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global value retailer offering a variety of trendy lifestyle products featuring IP design, today announced that, following the expiration of the share repurchase program the Company adopted in September 2022, the board of directors of the Company (the “Board”) authorized and approved a new share repurchase program on September 15, 2023 (the “2023 Share Repurchase Program”), under which the Company may repurchase up to US$200 million in value of its outstanding ordinary shares and/or American depositary shares representing its ordinary shares (collectively, the “Shares”) over a period of 12 months starting from the date on which the 2023 Share Repurchase Program was approved. The Company expects to fund repurchases under the 2023 Share Repurchase Program from surplus cash on its balance sheet.
The Board believes that a share repurchase in the present conditions will demonstrate the Company’s confidence in its business outlook and prospects and would benefit the Company and create value for the shareholders of the Company (the “Shareholders”) ultimately.
The Company’s proposed repurchases under the 2023 Share Repurchase Program may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades, and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations and its insider trading policy.
The Company shall conduct the repurchase by exercising its powers under the repurchase mandate to be given or to be given to the Board pursuant to the resolutions of the Shareholders passed at the annual general meeting of the Company each year to repurchase the Shares not exceeding 10% of the total number of the issued Shares (the “Share Repurchase Mandate”) as at the date of such annual general meeting, with each mandate to expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of the association of the Company or by any applicable laws to be held; and (c) the date on which the authority given under the ordinary resolution approving the Share Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.
For the period from September 15, 2023 to the date of holding the upcoming annual general meeting of the Company before the end of 2023, the Company will repurchase under the authority of the repurchase mandate granted by the Shareholders passed on December 28, 2022, and for the subsequent periods under the 2023 Share Repurchase Program, the Company will repurchase under the repurchase mandate to be granted by the Shareholders at the upcoming annual general meeting, subject to the approval of the Shareholders and the general mandate conditions as specified above. It is the intention of the Board to implement the 2023 Share Repurchase Program during the 12-month period only in such a way and only to such an extent that would not cause a mandatory general offer obligation to arise under Rule 26 of the Codes on Takeovers and Mergers and Share Buy-backs.
The Company will conduct the share repurchase in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). Pursuant to Rule 10.06(2)(e) of the Listing Rules an issuer shall not purchase its shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) at any time after inside information has come to its knowledge until the information is made publicly available. In particular, during the period of one month immediately preceding the earlier of (i) the date of the board meeting for the approval of the issuer’s results for any year, half-year, quarterly or any other interim period; and (ii) the deadline for the issuer to announce its results for any year or half-year under the Listing Rules, or quarterly or any other interim period, and ending on the date of the results announcement, the issuer shall not purchase its shares on the Stock Exchange, unless the circumstances are exceptional.
The Company will conduct the proposed share repurchase in compliance with the memorandum and articles of association of the Company, the Listing Rules, the Codes on Takeovers and Mergers and Share Buy-backs, the Companies Law of the Cayman Islands and all applicable laws and regulations to which the Company is subject to.
The Board believes that the current financial resources of the Company would enable it to implement the share repurchase without causing any material impact on its working capital.
The Board will review the 2023 Share Repurchase Program periodically, and may authorize adjustment of its terms and size.
Shareholders and potential investors should note that any repurchase may be done subject to market conditions and at the Board’s absolute discretion. There is no assurance of the timing, quantity or price of any repurchase. Shareholders and potential investors should therefore exercise caution when dealing in the Shares.
About MINISO Group
MINISO Group is a global value retailer offering a variety of trendy lifestyle products featuring IP design. 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") and The Stock Exchange of Hong Kong Limited (the "HKEX"), 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 HKEX. 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 Contacts:
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 99.3
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
INTENTION TO CONDUCT ON-MARKET SHARE REPURCHASE
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.
Reference is made to the announcement of the Company dated September 29, 2022 in relation to the share purchase program (“2022 Share Repurchase Program”) adopted by the Company to conduct share repurchase from the open market over a 12-month period.
The board (the “Board”) of directors (the “Directors”) of the Company wishes to announce that on September 15, 2023, following the expiration of the 2022 Share Repurchase Program, the Board has authorised and approved a new share repurchase program (the “2023 Share Repurchase Program”), under which the Company may repurchase up to US$200 million in value of its outstanding ordinary shares and/or American depositary shares representing its ordinary shares (the “Shares”) from the open market over a 12-month period starting from the date on which the 2023 Share Repurchase Program was approved. The Company expects to fund repurchases under the 2023 Share Repurchase Program from surplus cash on its balance sheet.
The Board believes that a share repurchase in the present conditions will demonstrate the Company’s confidence in its business outlook and prospects and would benefit the Company and create value for the shareholders of the Company (the “Shareholders”) ultimately.
The Company’s proposed repurchases under the 2023 Share Repurchase Program may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades, and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations and its insider trading policy.
The Company shall conduct the repurchases by exercising its powers under the repurchase mandate given or to be given to the Board pursuant to the resolutions of the Shareholders passed at the annual general meeting of the Company each year to repurchase the Shares not exceeding 10% of the total number of the issued Shares (the “Share Repurchase Mandate”) as at the date of such annual general meeting, with each mandate to expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of the association of the Company or by any applicable laws to be held; and (c) the date on which the authority given under the ordinary resolution approving the Share Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders.
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For the period from September 15, 2023 to the date of holding the upcoming annual general meeting of the Company before the end of 2023, the Company will repurchase under the authority of the repurchase mandate granted by the Shareholders passed on December 28, 2022, and for the subsequent periods under the 2023 Share Repurchase Program, the Company will repurchase under the repurchase mandate to be granted by the Shareholders at the upcoming annual general meeting, subject to the approval of the Shareholders and the general mandate conditions as specified above. It is the intention of the Board to implement the 2023 Share Repurchase Program during the 12-month period only in such a way and only to such an extent that would not cause a mandatory general offer obligation to arise under Rule 26 of the Codes on Takeovers and Mergers and Share Buy-backs.
The Company will conduct the share repurchase in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). Pursuant to Rule 10.06(2)(e) of the Listing Rules, an issuer shall not purchase its shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) at any time after inside information has come to its knowledge until the information is made publicly available. In particular, during the period of one month immediately preceding the earlier of (i) the date of the board meeting for the approval of the issuer’s results for any year, half-year, quarterly or any other interim period; and (ii) the deadline for the issuer to announce its results for any year or half-year under the Listing Rules, or quarterly or any other interim period, and ending on the date of the results announcement, the issuer shall not purchase its shares on the Stock Exchange, unless the circumstances are exceptional.
The Company will conduct the proposed share repurchase in compliance with the memorandum and articles of association of the Company, the Listing Rules, the Codes on Takeovers and Mergers and Share Buy-backs, the Companies Law of the Cayman Islands and all applicable laws and regulations to which the Company is subject to.
The Board believes that the current financial resources of the Company would enable it to implement the share repurchase without causing any material impact on its working capital.
The Board will review the 2023 Share Repurchase Program periodically, and may authorize adjustment of its terms and size.
Shareholders and potential investors should note that any repurchase may be done subject to market conditions and at the Board’s absolute discretion. There is no assurance of the timing, quantity or price of any repurchase. 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, September 15, 2023
As of the date of this announcement, the board of directors of the Company 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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