MINISO Group Holding Ltd 6-K, filed Jul 26, 2024
MINISO Group Holding Ltd (MNSO)
About this 6-K
MINISO Group Holding Ltd filed this 6-K on July 26, 2024.
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 July 2024
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 99.1 — Next Day Disclosure Return Dated July 26, 2024
Exhibit 99.2 — Next Day Disclosure Return Dated July 26, 2024
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: July 26, 2024
| FF305 Page 1 of 8 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: MINISO Group Holding Limited Date Submitted: 26 July 2024 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 25 July 2024 1,259,282,577 0 1,259,282,577 1). Other (please specify) See Part B Date of changes 25 July 2024 % Closing balance as at (Notes 5 and 6) 25 July 2024 1,259,282,577 0 1,259,282,577 |
| FF305 Page 2 of 8 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Shares repurchased for cancellation but not yet cancelled Date of changes 05 July 2024 38,816 % HKD 35.0113 2). Shares repurchased for cancellation but not yet cancelled Date of changes 08 July 2024 200,000 % HKD 34.8152 3). Shares repurchased for cancellation but not yet cancelled Date of changes 08 July 2024 86,400 % HKD 34.9434 4). Shares repurchased for cancellation but not yet cancelled Date of changes 09 July 2024 66,000 % HKD 34.9939 5). Shares repurchased for cancellation but not yet cancelled Date of changes 16 July 2024 1,000 % HKD 35.1 6). Shares repurchased for cancellation but not yet cancelled Date of changes 16 July 2024 284,000 % HKD 34.844 7). Shares repurchased for cancellation but not yet cancelled Date of changes 17 July 2024 200,000 % HKD 34.6214 8). Shares repurchased for cancellation but not yet cancelled Date of changes 17 July 2024 87,600 % HKD 34.3696 9). Shares repurchased for cancellation but not yet cancelled Date of changes 18 July 2024 240,000 % HKD 34.8538 10). Shares repurchased for cancellation but not yet cancelled Date of changes 18 July 2024 44,000 % HKD 33.8899 11). Shares repurchased for cancellation but not yet cancelled Date of changes 19 July 2024 290,000 % HKD 33.7362 |
| FF305 Page 3 of 8 v 1.3.0 12). Shares repurchased for cancellation but not yet cancelled Date of changes 19 July 2024 7,200 % HKD 33.4453 13). Shares repurchased for cancellation but not yet cancelled Date of changes 22 July 2024 282,000 % HKD 34.596 14). Shares repurchased for cancellation but not yet cancelled Date of changes 22 July 2024 124 % HKD 35.0553 15). Shares repurchased for cancellation but not yet cancelled Date of changes 23 July 2024 150,000 % HKD 35.0865 16). Shares repurchased for cancellation but not yet cancelled Date of changes 23 July 2024 134,000 % HKD 34.6473 17). Shares repurchased for cancellation but not yet cancelled Date of changes 24 July 2024 288,400 % HKD 34.4031 18). Shares repurchased for cancellation but not yet cancelled Date of changes 24 July 2024 2,000 % HKD 33.7134 19). Shares repurchased for cancellation but not yet cancelled Date of changes 25 July 2024 282,400 % HKD 33.0737 20). Shares repurchased for cancellation but not yet cancelled Date of changes 25 July 2024 17,600 0.001398 % HKD 32.6006 |
| FF305 Page 4 of 8 v 1.3.0 Confirmation Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules 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 8); (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 all 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, sale or transfer; (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. Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| FF305 Page 5 of 8 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “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. |
| FF305 Page 6 of 8 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Section II 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 25 July 2024 17,600 On another stock exchange New York Stock Exchange HKD 32.9355 HKD 32.253 HKD 573,770.57 Total number of shares repurchased 17,600 Aggregate price paid $ HKD 573,770.57 Number of shares repurchased for cancellation 17,600 Number of shares repurchased for holding as treasury shares B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 20 June 2024 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 125,928,257 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 2,701,540 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 0.21453 % 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) Up to 24 August 2024 |
| FF305 Page 7 of 8 v 1.3.0 We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ..................................16 April 2024................................................. which has been filed with the Exchange. We also confirm that any repurchases made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Remarks: Repurchase of 4,400 American depository shares (representing 17,600 ordinary shares) on July 25, 2024 U.S. time Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. |
| FF305 Page 8 of 8 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Ye Guofu (Name) Title: Director (Director, Secretary or other Duly Authorised Officer) |
| FF305 Page 1 of 8 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: MINISO Group Holding Limited Date Submitted: 26 July 2024 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 25 July 2024 1,259,282,577 0 1,259,282,577 1). Other (please specify) See Part B Date of changes 26 July 2024 % Closing balance as at (Notes 5 and 6) 26 July 2024 1,259,282,577 0 1,259,282,577 |
| FF305 Page 2 of 8 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Shares repurchased for cancellation but not yet cancelled Date of changes 05 July 2024 38,816 % HKD 35.0113 2). Shares repurchased for cancellation but not yet cancelled Date of changes 08 July 2024 200,000 % HKD 34.8152 3). Shares repurchased for cancellation but not yet cancelled Date of changes 08 July 2024 86,400 % HKD 34.9434 4). Shares repurchased for cancellation but not yet cancelled Date of changes 09 July 2024 66,000 % HKD 34.9939 5). Shares repurchased for cancellation but not yet cancelled Date of changes 16 July 2024 1,000 % HKD 35.1 6). Shares repurchased for cancellation but not yet cancelled Date of changes 16 July 2024 284,000 % HKD 34.844 7). Shares repurchased for cancellation but not yet cancelled Date of changes 17 July 2024 200,000 % HKD 34.6214 8). Shares repurchased for cancellation but not yet cancelled Date of changes 17 July 2024 87,600 % HKD 34.3696 9). Shares repurchased for cancellation but not yet cancelled Date of changes 18 July 2024 240,000 % HKD 34.8538 10). Shares repurchased for cancellation but not yet cancelled Date of changes 18 July 2024 44,000 % HKD 33.8899 11). Shares repurchased for cancellation but not yet cancelled Date of changes 19 July 2024 290,000 % HKD 33.7362 |
| FF305 Page 3 of 8 v 1.3.0 12). Shares repurchased for cancellation but not yet cancelled Date of changes 19 July 2024 7,200 % HKD 33.4453 13). Shares repurchased for cancellation but not yet cancelled Date of changes 22 July 2024 282,000 % HKD 34.596 14). Shares repurchased for cancellation but not yet cancelled Date of changes 22 July 2024 124 % HKD 35.0553 15). Shares repurchased for cancellation but not yet cancelled Date of changes 23 July 2024 150,000 % HKD 35.0865 16). Shares repurchased for cancellation but not yet cancelled Date of changes 23 July 2024 134,000 % HKD 34.6473 17). Shares repurchased for cancellation but not yet cancelled Date of changes 24 July 2024 288,400 % HKD 34.4031 18). Shares repurchased for cancellation but not yet cancelled Date of changes 24 July 2024 2,000 % HKD 33.7134 19). Shares repurchased for cancellation but not yet cancelled Date of changes 25 July 2024 282,400 % HKD 33.0737 20). Shares repurchased for cancellation but not yet cancelled Date of changes 25 July 2024 17,600 % HKD 32.6006 21). Shares repurchased for cancellation but not yet cancelled Date of changes 26 July 2024 301,000 0.023902 % HKD 32.5735 |
| FF305 Page 4 of 8 v 1.3.0 Confirmation Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules 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 8); (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 all 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, sale or transfer; (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. Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| FF305 Page 5 of 8 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “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. |
| FF305 Page 6 of 8 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Section II 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 26 July 2024 301,000 On the Exchange HKD 33.25 HKD 32.05 HKD 9,804,630 Total number of shares repurchased 301,000 Aggregate price paid $ HKD 9,804,630 Number of shares repurchased for cancellation 301,000 Number of shares repurchased for holding as treasury shares B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 20 June 2024 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 125,928,257 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 3,002,540 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 0.238433 % 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) Up to 25 August 2024 We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ..................................16 April 2024................................................. which has been filed with the Exchange. We also |
| FF305 Page 7 of 8 v 1.3.0 confirm that any repurchases made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. |
| FF305 Page 8 of 8 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Ye Guofu (Name) Title: Director (Director, Secretary or other Duly Authorised Officer) |
