株探米国株
英語
エドガーで原本を確認する
6-K 1 tm248564d1_6k.htm FORM 6-K

 

 

 

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 March 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 Press Release — MINISO Group Announces December Quarter 2023 Unaudited Financial Results
 
Exhibit 99.2 Announcement with the Stock Exchange of Hong Kong Limited — Inside Information — Unaudited Financial Results for the Quarter Ended December 31, 2023
 
Exhibit 99.3 Announcement with the Stock Exchange of Hong Kong Limited —Announcement of Results for the Six Months Ended December 31, 2023

 

 


 

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: March 12, 2024

 

 

 

EX-99.1 2 tm248564d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

MINISO Group Announces December Quarter 2023 Unaudited Financial Results

 

GUANGZHOU, China, March 12, 2024 /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 its unaudited financial results for the quarter ended December 31, 2023 (the “December Quarter”).

 

Financial Highlights for the December Quarter

 

· Revenue was RMB3,841.3 million (US$541.0 million), representing an increase of 54.0% year over year and 1.3% quarter over quarter.

 

· Gross profit was RMB1,657.3 million (US$233.4 million), representing an increase of 66.2% year over year and 4.7% quarter over quarter.

 

· Gross margin was 43.1%, compared to 40.0% in the same period of 2022 and 41.8% in the previous quarter.

 

· Operating profit was RMB765.4 million (US$107.8 million), representing an increase of 71.0 % year over year, compared to RMB788.3 million in the previous quarter.

 

· Profit for the period was RMB637.8 million (US$89.8 million), representing an increase of 77.3% year over year, compared to RMB618.3 million in the previous quarter.

 

· Adjusted net profit(1) was RMB660.5 million (US$93.0 million), representing an increase of 77.0% year over year, compared to RMB642.0 million in the previous quarter.

 

· Adjusted net margin(1) was 17.2%, compared to 15.0% in the same period of 2022 and 16.9% in the previous quarter.

 

· Adjusted EBITDA(1) was RMB995.3 million (US$140.2 million), representing an increase of 66.8% year over year, compared to RMB1,014.3 million in the previous quarter.

 

· Adjusted EBITDA margin(1)  was 25.9%, compared to 23.9% in the same period of 2022 and 26.8% in the previous quarter.

 

Operational Highlights for the December Quarter

 

· Number of MINISO stores reached 6,413 as of December 31, 2023, increasing by 973 stores year over year and 298 stores quarter over quarter.

 

· Number of MINISO stores in China was 3,926 as of December 31, 2023, increasing by 601 stores year over year and 124 stores quarter over quarter.

 

· Number of MINISO stores in overseas markets was 2,487 as of December 31, 2023, increasing by 372 stores year over year and 174 stores quarter over quarter.

 

· The Company entered 4 additional markets in the December Quarter, marking its entry into the 110th overseas market.

 

· Number of TOP TOY stores was 148 as of December 31, 2023, increasing by 31 stores year over year and 26 stores quarter over quarter.

 

 

Note:

 

(1) See the sections titled “Non-IFRS Financial Measures” and “Reconciliation of Non-IFRS Financial Measures” in this press release for more information.

 

1


 

The following table provides a breakdown of the number of MINISO and TOP TOY stores as well as their year-over-year and quarter-over-quarter changes as of the relevant dates:

 

    As of        
    December 
31, 2022
    September 
30, 2023
    December 
31, 2023
    YoY     QoQ  
Number of MINISO stores(1)     5,440       6,115       6,413       973       298  
China     3,325       3,802       3,926       601       124  
—Directly operated stores     16       20       26       10       6  
—Third-party stores     3,309       3,782       3,900       591       118  
Overseas     2,115       2,313       2,487       372       174  
—Directly operated stores     153       202       238       85       36  
—Third-party stores     1,962       2,111       2,249       287       138  
Number of TOP TOY stores(2)     117       122       148       31       26  
—Directly operated stores     8       9       14       6       5  
—Third-party stores     109       113       134       25       21  

 

 

Notes:

 

(1) “MINISO stores” refers to the offline stores operated under the “MINISO” brand, including those directly operated by the Company, and those operated by third parties under the MINISO Retail Partner model and the distributor model.

 

(2) “TOP TOY stores” refers to the offline stores operated under the “TOP TOY” brand, including those directly operated by the Company, and those operated by third parties under the MINISO Retail Partner model.

 

For more information about MINISO stores, please refer to “Unaudited Additional Information” in this press release.

 

2


 

Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, “We capped off a remarkable year of 2023 with another strong quarter, with all of our key performance metrics, including revenue, gross margin, and net profit, once again hitting historical highs. Revenue increased by 54% year over year to RMB3.84 billion, accelerating from the first three quarters of 2023. This was powered by a 32% growth of same-store sales in MINISO China and a 19% growth of same-store sales in MINISO overseas. Revenue of overseas directly operated markets has increased by more than 80% for three consecutive quarters and contributed over 50% of overseas revenue in the December Quarter for the very first time.”

 

Mr. Ye continued, “We added more than 1,000 net new stores globally in 2023, our fastest speed of store openings ever. Despite the potential short-term uncertainties in our way to globalization, we remain optimistic about its long-term prospects and will be committed to fully diversifying our operational risks in overseas market. As we shared on our Investor Day, we currently target to open 900-1,100 net new stores each year from 2024-2028 and maintain a revenue compound annual growth rate of no less than 20%. This positive outlook comes from our long-term confidence in China’s economic development, our unchanged ambition for offline retail business, and our determination to achieve globalized development. Going forward, we will continue to focus on our long-term strategic goal to become No.1 IP design retail group of the world by bringing happiness to customers worldwide.”

 

Mr. Eason Zhang, CFO of MINISO, commented, “Gross margin for this December quarter reached 43.1%, representing a historical high once again, thanks to higher revenue contribution from overseas markets and TOP TOY. Notably, adjust net profit increased by 77% to RMB660.5 million year over year. Excluding foreign exchange impacts, adjusted net margin in this quarter would be 17.4%, compared to 14.9% during the same quarter of 2022 and 17.1% in the previous quarter. In longer term, we are confident to increase gross margin steadily by leveraging our core capabilities in IP product development, supply chain integration and globalization. We will also optimize our expense structure and pursue a sustainable margin profile.”

 

Mr. Zhang added, “We are also pleased to announce a cash dividend of RMB651.5 million, about 50% of our adjusted net profit during the second half of 2023. Since IPO, we have returned RMB2.8 billion to shareholders. Our capital allocation strategy in the future will continue to balance growth and our commitment to bringing stable and foreseeable return to shareholders.”

 

3


 

Recent Developments

 

Operational Update

 

According to the Company’s preliminary estimates, its major operations achieved the following updates:

 

January and February 2024: For the two months ended February 29, GMV of MINISO’s offline stores in China increased by around 13% year over year. GMV of MINISO’s overseas business increased by around 40% year over year.

 

Change of Financial Year End Date

 

In January, the board of the directors of the Company (the “Board”) resolved to change the Company’s financial year end date from June 30 to December 31 with immediate effect. Accordingly, going forward, the Company will file its annual reports for the period of 12 months from January 1 to December 31 within the first four months of the following year.

 

Highlights of MINISO Investor Day

 

On January 18, 2024, the Company hosted the MINISO 2024 Investor Day to enhance communications and share development strategy of the Company for the next five years with the investors. The Company brought up its vision of steering itself to become the world’s No.1 IP design retail group with an emphasis on production innovation (IP design), affordability and globalization.

 

Dividend Declaration

 

On March 12, 2024, the Board approved the distribution of a special cash dividend in the amount of US$0.2900 per American Depositary Share (“ADS”) or US$ 0.0725 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on March 28, 2024, New York Time and Beijing/Hong Kong Time, respectively. The payment date is expected to be on April 9, 2024 for holders of ordinary shares and around April 12, 2024 for holders of ADSs. The ex-dividend date will be March 27, 2024. The aggregate amount of cash dividend to be paid is approximately US$90.5 million (RMB651.5 million) at an exchange rate of RMB7.1977 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 2023 and will be distributed from additional paid-in capital and settled by a cash distribution.

 

For holders of ordinary shares, in order to qualify for the special dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 P.M. on March 28, 2024 (Beijing/Hong Kong Time).

 

4


 

Unaudited Financial Results for the December Quarter

 

Revenue was RMB3,841.3 million (US$541.0 million), representing an increase of 54.0% year over year, primarily driven by a 55.7% increase in revenue from China, and a 51.4% increase in revenue from overseas markets.

 

Revenue from China was RMB2,347.3 million (US$330.6 million). The 55.7% year-over-year increase was primarily driven by (i) an increase of 63.2% in revenue from MINISO’s offline stores in China, which was the result of a 17.2% growth in average store count and a 39.2% growth in average revenue per MINISO store in China, and (ii) an increase of 90.5% in revenue from TOP TOY, which was the result of a 19.5% growth in average store count and a 59.4% growth in average revenue per TOP TOY store.

 

Revenue from overseas markets was RMB1,494.0 million (US$210.4 million). The 51.4% year-over-year increase was primarily due to an increase of 15.9% in average store count and a growth of 30.7% in average revenue per MINISO store in overseas markets. Revenue from overseas markets contributed 38.9% of the Company’s total revenue in the December quarter of 2023, compared to 39.5% in the same period of 2022 and 34.2% in the previous quarter of 2023.

 

For more information on the composition and year-over-year change of revenue, please refer to “Unaudited Additional Information” in this press release.

 

Cost of sales was RMB2,184.0 million (US$307.6 million), representing an increase of 45.9% year over year.

 

Gross profit was RMB1,657.3 million (US$233.4 million), representing an increase of 66.2% year over year.

 

Gross margin was 43.1%, compared to 40.0% in the same period of 2022. The year-over-year increase was primarily attributable to (i) higher gross margin in overseas markets contributed by product optimization and higher revenue contribution from directly operated overseas markets which accounted for over 50% of revenue from overseas markets, compared to 42.0% in the same period of 2022, and (ii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.

 

Other income was RMB5.6 million (US$0.8 million), compared to RMB7.9 million in the same period of 2022.

 

Selling and distribution expenses were RMB722.2 million (US$101.7 million), representing an increase of 73.3% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB700.8 million (US$98.7 million), representing an increase of 71.4% year over year. The year-over-year increase was mainly attributable to (i) increased personnel-related expenses, logistics expenses and IP licensing expenses in relation to the growth of the Company’s business, (ii) increased depreciation expenses of the right-of-use assets in relation to directly operated stores, and (iii) increased promotion and advertising expenses, mainly in connection with the Company’s brand upgrade and the opening of new stores in overseas markets.

 

General and administrative expenses were RMB187.1 million (US$26.4 million), representing an increase of 27.9% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB185.9 million (US$26.2 million), representing an increase of 32.0% year over year. The year-over-year increase was mainly attributable to increased personnel-related expenses in relation to the growth of the Company’s business.

 

5


 

Other net income was RMB20.2 million (US$2.8 million), compared to RMB8.8 million in the same period of 2022. The year-over-year increase was mainly attributable to an increase in fair value of an investment in an unlisted limited partnership enterprise.

 

Operating profit was RMB765.4 million (US$107.8 million), representing an increase of 71.0% year over year.

 

Net finance income was RMB40.9 million (US$5.8 million), representing an increase of 75.7% year over year, mainly due to an increase in interest income of bank deposits.

 

Profit for the period was RMB637.8 million (US$89.8 million), representing an increase of 77.3% year over year.

 

Adjusted net profit, which represents profit for the period excluding equity-settled share-based payment expenses, was RMB660.5 million (US$93.0 million), representing an increase of 77.0% year over year.

 

Adjusted net margin was 17.2%, compared to 15.0% in the same period of 2022.

 

Adjusted EBITDA was RMB995.3 million (US$140.2 million), representing an increase of 66.8% year over year.

 

Adjusted EBITDA margin was 25.9%, compared to 23.9% in the same period of 2022.

 

Basic and diluted earnings per ADS were both RMB2.04 (US$0.29) in this quarter, representing an increase of 82.1% year over year from RMB1.12 in the same period of 2022. Each ADS represents four of the Company’s ordinary shares.

 

Adjusted basic and diluted earnings per ADS were both RMB2.12 (US$0.30) in this quarter, representing an increase of 82.8% year over year from RMB1.16 in the same period of 2022.

 

Conference Call

 

The Company’s management will hold an earnings conference call at 5:00 A.M. Eastern Time on Tuesday, March 12, 2024 (5:00 P.M. Beijing Time on the same day) to discuss the financial results. The conference call can be accessed by the following Zoom link or dialing the following numbers:

 

Access 1

 

Join Zoom meeting.

 

Zoom link: https://us06web.zoom.us/j/88486834973?pwd=hLtL1nO9NpERFFfgHFZVIZKCbqrlbB.1

 

Meeting Number: 884 8683 4973

 

Meeting Passcode: 9896

 

6


 

Access 2

 

Listeners may access the call by dialing the following numbers by using the same meeting number and passcode with access 1.

 

United States: +1 213 338 8477 (or +1 646 518 9805)
Hong Kong, China: +852 5803 3730 (or +852 5803 3731)
United Kingdom: +44 203 481 5237 (or +44 131 460 1196)
France: +33 1 7037 9729 (or +33 1 7037 2246)
Singapore: +65 3158 7288 (or +65 3165 1065)
Canada: +1 438 809 7799 (or +1 204 272 7920)

 

Access 3

 

Listeners can also access the meeting through the Company’s investor relations website at https://ir.miniso.com/.

 

The replay will be available approximately two hours after the conclusion of the live event at the Company’s investor relations website at https://ir.miniso.com/.

 

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/.

 

Exchange Rate

 

The U.S. dollar (US$) amounts disclosed in this press release, except for those transaction amounts that were actually settled in U.S. dollars, are presented solely for the convenience of the readers. The conversion of Renminbi (RMB) into US$ in this press release is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of December 29, 2023, which was RMB7.0999 to US$1.0000. The percentages stated in this press release are calculated based on the RMB amounts.

 

Non-IFRS Financial Measures

 

In evaluating the business, MINISO considers and uses adjusted net profit, adjusted net margin, adjusted EBITDA, adjusted EBITDA margin, adjusted basic and diluted net earnings per share and adjusted basic and diluted net earnings per ADS as supplemental measures to review and assess its operating performance. The presentation of these non-IFRS financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. MINISO defines adjusted net profit as profit for the period excluding equity-settled share-based payment expenses. MINISO calculates adjusted net margin by dividing adjusted net profit by revenue for the same period. MINISO defines adjusted EBITDA as adjusted net profit plus depreciation and amortization, finance costs and income tax expense. Adjusted EBITDA margin is computed by dividing adjusted EBITDA by revenue for the period. MINISO computes adjusted basic and diluted net earnings per ADS by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of ADSs represented by the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis. MINISO computes adjusted basic and diluted net earnings per share in the same way as it calculates adjusted basic and diluted net earnings per ADS, except that it uses the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis as the denominator instead of the number of ADSs represented by these ordinary shares.

 

7


 

MINISO presents these non-IFRS financial measures because they are used by the management to evaluate its operating performance and formulate business plans. These non-IFRS financial measures enable the management to assess its operating results without considering the impacts of the aforementioned non-cash and other adjustment items that MINISO does not consider to be indicative of its operating performance in the future. Accordingly, MINISO believes that the use of these non-IFRS financial measures provides useful information to investors and others in understanding and evaluating its operating results in the same manner as the management and Board of directors.

 

These non-IFRS financial measures are not defined under IFRS and are not presented in accordance with IFRS. These non-IFRS financial measures have limitations as analytical tools. One of the key limitations of using these non-IFRS financial measures is that they do not reflect all items of income and expense that affect MINISO’s operations. Further, these non-IFRS financial measures may differ from the non-IFRS information used by other companies, including peer companies, and therefore their comparability may be limited.

 

These non-IFRS financial measures should not be considered in isolation or construed as alternatives to profit, net profit margin, basic and diluted earnings per share and basic and diluted earnings per ADS, as applicable, or any other measures of performance or as indicators of MINISO’s operating performance. Investors are encouraged to review MINISO’s historical non-IFRS financial measures in light of the most directly comparable IFRS measures, as shown below. The non-IFRS financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting the usefulness of such measures when analyzing MINISO’s data comparatively. MINISO encourages you to review its financial information in its entirety and not rely on a single financial measure.

 

For more information on the non-IFRS financial measures, please see the table captioned “Reconciliation of Non-IFRS Financial Measures” set forth at the end of this press release.

 

8


 

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. Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain forward-looking statements. 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 Contact:

 

Raine Hu
MINISO Group Holding Limited
Email: ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039

 

9


 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands)

 

    As at   As at  
    June 30, 2023   December 31, 2023  
    (Audited)   (Unaudited)  
    RMB’000   RMB’000   US$’000  
ASSETS                
Non-current assets                
Property, plant and equipment     534,634   769,306   108,355  
Right-of-use assets     2,552,600   2,900,860   408,578  
Intangible assets     25,277   19,554   2,754  
Goodwill     21,069   21,643   3,048  
Deferred tax assets     161,617   104,130   14,666  
Other investments     73,870   90,603   12,761  
Trade and other receivables     74,641   135,796   19,126  
Term deposits     100,000   100,000   14,085  
Interests in equity-accounted investees     -   15,783   2,223  
                 
      3,543,708   4,157,675   585,596  
                 
Current assets                
Other investments     205,329   252,866   35,615  
Inventories     1,450,519   1,922,241   270,742  
Trade and other receivables     1,150,156   1,518,357   213,856  
Cash and cash equivalents     6,489,213   6,415,441   903,596  
Restricted cash     27,073   7,970   1,123  
Term deposits     581,715   210,759   29,685  
                 
      9,904,005   10,327,634   1,454,617  
                 
Total assets     13,447,713   14,485,309   2,040,213  
                 
EQUITY                
Share capital     95   95   13  
Additional paid-in capital     7,254,871   6,331,375   891,756  
Other reserves     1,106,718   1,114,568   156,983  
Retained earnings     539,331   1,722,157   242,561  
                 
Equity attributable to equity shareholders of the Company     8,901,015   9,168,195   1,291,313  
Non-controlling interests     17,253   23,022   3,243  
                 
Total equity     8,918,268   9,191,217   1,294,556  

 

10


 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 

(Expressed in thousands) 

 

    As at   As at  
    June 30, 2023   December 31, 2023  
    (Audited)   (Unaudited)  
    RMB’000   RMB’000   US$’000  
LIABILITIES                
Non-current liabilities                
Contract liabilities     46,754   40,954   5,768  
Loans and borrowings     7,215   6,533   920  
Other payables     -   12,411   1,748  
Lease liabilities     556,801   797,986   112,394  
Deferred income     33,080   29,229   4,117  
                 
      643,850   887,113   124,947  
                 
Current liabilities                
Loans and borrowings     -   726   102  
Trade and other payables     3,019,302   3,389,826   477,447  
Contract liabilities     292,887   324,028   45,638  
Lease liabilities     328,933   447,319   63,004  
Deferred income     6,778   6,644   936  
Current taxation     237,695   238,436   33,583  
                 
      3,885,595   4,406,979   620,710  
                 
Total liabilities     4,529,445   5,294,092   745,657  
                 
Total equity and liabilities     13,447,713   14,485,309   2,040,213  

 

11


 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

(Expressed in thousands, except for per ordinary share and per ADS data)

 

    Three months ended December 31,     Six months ended December 31,  
    2022     2023     2022     2023
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$ ’000     RMB’000     RMB’000     US$ ’000  
Revenue     2,494,434     3,841,313     541,038     5,266,878     7,632,467     1,075,010  
Cost of sales     (1,497,353 )   (2,183,972 )   (307,606 )   (3,281,218 )   (4,391,428 )   (618,520 )
                                       
Gross profit     997,081     1,657,341     233,432     1,985,660     3,241,039     456,490  
Other income     7,892     5,556     783     14,311     18,993     2,675  
Selling and distribution expenses     (416,782 )   (722,225 )   (101,723 )   (798,127 )   (1,363,114 )   (191,991 )
General and administrative expenses     (146,282 )   (187,137 )   (26,358 )   (313,908 )   (357,689 )   (50,379 )
Other net income     8,815     20,152     2,838     72,850     21,105     2,973  
Credit loss on trade and other receivables     (3,162 )   (3,746 )   (528 )   (3,716 )   (2,080 )   (293 )
Impairment loss on non-current assets     -     (4,547 )   (640 )   -     (4,547 )   (640 )
                                       
Operating profit     447,562     765,394     107,804     957,070     1,553,707     218,835  
Finance income     32,429     54,603     7,691     64,684     123,969     17,461  
Finance costs     (9,161 )   (13,721 )   (1,933 )   (16,345 )   (25,202 )   (3,550 )
                                       
Net finance income     23,268     40,882     5,758     48,339     98,767     13,911  
Share of profit of equity-accounted investees, net of tax     -     268     38     -     268     38  
                                       
Profit before taxation     470,830     806,544     113,600     1,005,409     1,652,742     232,784  
Income tax expense     (111,063 )   (168,742 )   (23,767 )   (241,498 )   (396,665 )   (55,869 )
                                       
Profit for the period     359,767     637,802     89,833     763,911     1,256,077     176,915  
                                       
Attributable to:                                      
Equity shareholders of the Company     352,456     635,814     89,553     764,090     1,248,405     175,834  
Non-controlling interests     7,311     1,988     280     (179 )   7,672     1,081  
                                       
Earnings per ordinary share                                      
-Basic     0.28     0.51     0.07     0.61     1.00     0.14  
-Diluted     0.28     0.51     0.07     0.61     1.00     0.14  
                                       
Earnings per ADS                                      
(Each ADS represents 4 ordinary shares)                                      
-Basic     1.12     2.04     0.29     2.44     4.00     0.56  
-Diluted     1.12     2.04     0.29     2.44     4.00     0.56  

 

12


 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

(Expressed in thousands)

 

    Three months ended December 31,     Six months ended December 31,  
    2022     2023     2022     2023
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$ ’000     RMB’000     RMB’000     US$ ’000  
Profit for the period     359,767     637,802     89,833     763,911     1,256,077     176,915  
                                       
Items that may be reclassified subsequently to profit or loss:                                      
Exchange differences on translation of financial statements of foreign operations     (40,110 )   (14,624 )   (2,060 )   (13,634 )   (32,504 )   (4,578 )
                                       
Other comprehensive loss for the period     (40,110 )   (14,624 )   (2,060 )   (13,634 )   (32,504 )   (4,578 )
                                       
Total comprehensive income for the period     319,657     623,178     87,773     750,277     1,223,573     172,337  
                                       
Attributable to:                                      
Equity shareholders of the Company     314,490     621,230     87,499     746,698     1,217,804     171,524  
Non-controlling interests     5,167     1,948     274     3,579     5,769     813  

 

13


 

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES

(Expressed in thousands, except for per ordinary share, per ADS data and percentages)

 

    Three months ended December 31,     Six months ended December 31,  
    2022     2023     2022     2023  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Reconciliation of profit for the period to adjusted net profit:                                                
Profit for the period     359,767       637,802       89,833       763,911       1,256,077       176,915  
Add back:                                                
Equity-settled share-based payment expenses     13,353       22,663       3,192       26,580       46,432       6,540  
                                                 
Adjusted net profit     373,120       660,465       93,025       790,491       1,302,509       183,455  
Adjusted net margin     15.0 %     17.2 %     17.2 %     15.0 %     17.1 %     17.1 %
                                                 
Attributable to:                                                
Equity shareholders of the Company     365,809       658,477       92,745       790,670       1,294,837       182,374  
Non-controlling interests     7,311       1,988       280       (179 )     7,672       1,081  
                                                 
Adjusted net earnings per ordinary share(1)                                                
-Basic     0.29       0.53       0.07       0.64       1.04       0.15  
-Diluted     0.29       0.53       0.07       0.63       1.04       0.15  
                                                 
Adjusted net earnings per ADS (Each ADS represents 4 ordinary shares)                                                
-Basic     1.16       2.12       0.30       2.56       4.16       0.59  
-Diluted     1.16       2.12       0.30       2.52       4.16       0.59  
                                                 
Reconciliation of adjusted net profit for the period to adjusted EBITDA:                                                
Adjusted net profit     373,120       660,465       93,025       790,491       1,302,509       183,455  
Add back:                                                
Depreciation and amortization     103,506       152,373       21,461       212,163       285,241       40,175  
Finance costs     9,161       13,721       1,933       16,345       25,202       3,550  
Income tax expense     111,063       168,742       23,767       241,498       396,665       55,869  
Adjusted EBITDA     596,850       995,301       140,186       1,260,497       2,009,617       283,049  
Adjusted EBITDA margin     23.9 %     25.9 %     25.9 %     23.9 %     26.3 %     26.3 %

 

 

Note:

 

(1) Adjusted basic and diluted net earnings per ordinary share are computed by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of ordinary shares used in the basic and diluted earnings per ordinary share calculation on an IFRS basis.

 

14


 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

(Expressed in millions, except for percentages)

 

    Three months ended December 31,           Six months ended December 31,        
    2022     2023           2022     2023        
    RMB     RMB     US$     YoY     RMB     RMB     US$     YoY  
Revenue                                                                
Domestic Operations     1,508       2,347       331       56 %     3,360       4,843       682       44 %
-MINISO Brand     1,386       2,156       304       56 %     3,086       4,462       628       45 %
-TOP TOY Brand     99       188       26       90 %     223       369       52       65 %
-Others     23       3       1       (87 )%     51       12       2       (76 )%

International Operations

    986       1,494       210       51 %     1,907       2,789       393       46 %
Total     2,494       3,841       541       54 %     5,267       7,632       1,075       45 %

 

15


 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

 

    As of              
    December 31,
2022
    September 30,
2023
    December 31,
2023
    YoY     QoQ  
Number of MINISO stores in China                              
First-tier cities     453       499       522       69       23  
Second-tier cities     1,395       1,554       1,617       222       63  
Third- or lower-tier cities     1,477       1,749       1,787       310       38  
Total     3,325       3,802       3,926       601       124  

 

16


 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

 

    As of              
    December 31,
2022
    September 30,
2023
    December 31,
2023
    YoY     QoQ  
Number of MINISO stores in overseas markets                              
Asian countries excluding China     1,166       1,264       1,333       167       69  
Americas     589       654       724       135       70  
Europe     185       218       231       46       13  
Others     175       177       199       24       22  
Total     2,115       2,313       2,487       372       174  

 

17

 

EX-99.2 3 tm248564d1_ex99-2.htm EXHIBIT 99.2

 

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)

 

INSIDE INFORMATION

UNAUDITED FINANCIAL RESULTS FOR THE

QUARTER ENDED DECEMBER 31, 2023

 

This announcement is issued pursuant to Rule 13.09 of the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited and under Part XIVA of the Securities and Futures Ordinance (Cap. 571).

 

MINISO Group Holding Limited (“MINISO” or the “Company”) is pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries for the three months ended December 31, 2023.

 

The Company is pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries for the three months ended December 31, 2023 published in accordance with applicable rules of the U.S. Securities and Exchange Commission (the “SEC”).

 

Attached hereto as Schedule I is the full text of the press release issued by the Company on March 12, 2024 (Eastern Standard Time), in relation to the unaudited financial results for the three months ended December 31, 2023, some of which may constitute material inside information of the Company.

 

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. Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain forward-looking statements. MINISO may also make written or oral forward-looking statements in its periodic reports to 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 announcement and in the attachments is as of the date of this announcement, and MINISO undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

1


 

The Company’s shareholders and potential investors are advised not to place undue reliance on the unaudited financial results for the three months ended December 31, 2023 and to exercise caution in dealing in securities in the Company.

 

  By Order of the Board 
  MINISO Group Holding Limited 
  Mr. YE Guofu 
  Executive Director and Chairman

 

Hong Kong, March 12, 2024

 

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.

 

2


 

SCHEDULE I

 

MINISO Group Announces December Quarter 2023 Unaudited Financial Results

 

GUANGZHOU, China, March 12, 2024/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 its unaudited financial results for the quarter ended December 31, 2023 (the “December Quarter”).

 

Financial Highlights for the December Quarter

 

· Revenue was RMB3,841.3 million (US$541.0 million), representing an increase of 54.0% year over year and 1.3% quarter over quarter.

 

· Gross profit was RMB1,657.3 million (US$233.4 million), representing an increase of 66.2% year over year and 4.7% quarter over quarter.

 

· Gross margin was 43.1%, compared to 40.0% in the same period of 2022 and 41.8% in the previous quarter.

 

· Operating profit was RMB765.4 million (US$107.8 million), representing an increase of 71.0 % year over year, compared to RMB788.3 million in the previous quarter.

 

· Profit for the period was RMB637.8 million (US$89.8 million), representing an increase of 77.3% year over year, compared to RMB618.3 million in the previous quarter.

 

· Adjusted net profit(1) was RMB660.5 million (US$93.0 million), representing an increase of 77.0% year over year, compared to RMB642.0 million in the previous quarter.

 

· Adjusted net margin(1) was 17.2%, compared to 15.0% in the same period of 2022 and 16.9% in the previous quarter.

 

· Adjusted EBITDA(1) was RMB995.3 million (US$140.2 million), representing an increase of 66.8% year over year, compared to RMB1,014.3 million in the previous quarter.

 

· Adjusted EBITDA margin(1) was 25.9%, compared to 23.9% in the same period of 2022 and 26.8% in the previous quarter.

 

Note:

 

(1) See the sections titled “Non-IFRS Financial Measures” and “Reconciliation of Non-IFRS Financial Measures” in this press release for more information.

 

3


 

Operational Highlights for the December Quarter

 

· Number of MINISO stores reached 6,413 as of December 31, 2023, increasing by 973 stores year over year and 298 stores quarter over quarter.

 

· Number of MINISO stores in China was 3,926 as of December 31, 2023, increasing by 601 stores year over year and 124 stores quarter over quarter.

 

· Number of MINISO stores in overseas markets was 2,487 as of December 31, 2023, increasing by 372 stores year over year and 174 stores quarter over quarter.

 

· The Company entered 4 additional markets in the December Quarter, marking its entry into the 110th overseas market.

 

· Number of TOP TOY stores was 148 as of December 31, 2023, increasing by 31 stores year over year and 26 stores quarter over quarter.

 

The following table provides a breakdown of the number of MINISO and TOP TOY stores as well as their year-over-year and quarter-over-quarter changes as of the relevant dates:

 

    As of              
      December 31,
2022
      September 30,
2023
      December 31,
2023
      YoY       QoQ  
Number of MINISO stores(1)      5,440       6,115       6,413       973       298  
China     3,325       3,802       3,926       601       124  
 – Directly operated stores     16       20       26       10       6  
 – Third-party stores     3,309       3,782       3,900       591       118  
Overseas     2,115       2,313       2,487       372       174  
 – Directly operated stores     153       202       238       85       36  
 – Third-party stores     1,962       2,111       2,249       287       138  
Number of TOP TOY stores(2)      117       122       148       31       26  
 – Directly operated stores     8       9       14       6       5  
 – Third-party stores     109       113       134       25       21  

 

For more information about MINISO stores, please refer to “Unaudited Additional Information” in this press release.

 

Notes:

 

(1) “MINISO stores” refers to the offline stores operated under the “MINISO” brand, including those directly operated by the Company, and those operated by third parties under the MINISO Retail Partner model and the distributor model.

 

(2) “TOP TOY stores” refers to the offline stores operated under the “TOP TOY” brand, including those directly operated by the Company, and those operated by third parties under the MINISO Retail Partner model.

 

4


 

Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, “We capped off a remarkable year of 2023 with another strong quarter, with all of our key performance metrics, including revenue, gross margin, and net profit, once again hitting historical highs. Revenue increased by 54% year over year to RMB3.84 billion, accelerating from the first three quarters of 2023. This was powered by a 32% growth of same-store sales in MINISO China and a 19% growth of same-store sales in MINISO overseas. Revenue of overseas directly operated markets has increased by more than 80% for three consecutive quarters and contributed over 50% of overseas revenue in the December Quarter for the very first time.”

 

Mr. Ye continued, “We added more than 1,000 net new stores globally in 2023, our fastest speed of store openings ever. Despite the potential short-term uncertainties in our way to globalization, we remain optimistic about its long-term prospects and will be committed to fully diversifying our operational risks in overseas market. As we shared on our Investor Day, we currently target to open 900-1,100 net new stores each year from 2024-2028 and maintain a revenue compound annual growth rate of no less than 20%. This positive outlook comes from our long-term confidence in China’s economic development, our unchanged ambition for offline retail business, and our determination to achieve globalized development. Going forward, we will continue to focus on our long-term strategic goal to become No.1 IP design retail group of the world by bringing happiness to customers worldwide.”

 

Mr. Eason Zhang, CFO of MINISO, commented, “Gross margin for this December quarter reached 43.1%, representing a historical high once again, thanks to higher revenue contribution from overseas markets and TOP TOY. Notably, adjust net profit increased by 77% to RMB660.5 million year over year. Excluding foreign exchange impacts, adjusted net margin in this quarter would be 17.4%, compared to 14.9% during the same quarter of 2022 and 17.1% in the previous quarter. In longer term, we are confident to increase gross margin steadily by leveraging our core capabilities in IP product development, supply chain integration and globalization. We will also optimize our expense structure and pursue a sustainable margin profile.”

 

Mr. Zhang added, “We are also pleased to announce a cash dividend of RMB651.5 million, about 50% of our adjusted net profit during the second half of 2023. Since IPO, we have returned RMB2.8 billion to shareholders. Our capital allocation strategy in the future will continue to balance growth and our commitment to bringing stable and foreseeable return to shareholders.”

 

5


 

Recent Developments

 

Operational Update

 

According to the Company’s preliminary estimates, its major operations achieved the following updates:

 

January and February 2024: For the two months ended February 29, GMV of MINISO’s offline stores in China increased by around 13% year over year. GMV of MINISO’s overseas business increased by around 40% year over year.

 

Change of Financial Year End Date

 

In January, the board of the directors of the Company (the “Board”) resolved to change the Company’s financial year end date from June 30 to December 31 with immediate effect. Accordingly, going forward, the Company will file its annual reports for the period of 12 months from January 1 to December 31 within the first four months of the following year.

 

Highlights of MINISO Investor Day

 

On January 18, 2024, the Company hosted the MINISO 2024 Investor Day to enhance communications and share development strategy of the Company for the next five years with the investors. The Company brought up its vision of steering itself to become the world’s No.1 IP design retail group with an emphasis on production innovation (IP design), affordability and globalization.

 

Dividend Declaration

 

On March 12, 2024, the Board approved the distribution of a special cash dividend in the amount of US$0.2900 per American Depositary Share (“ADS”) or US$0.0725 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on March 28, 2024, New York Time and Beijing/Hong Kong Time, respectively. The payment date is expected to be on April 9, 2024 for holders of ordinary shares and around April 12, 2024 for holders of ADSs. The ex-dividend date will be March 27, 2024. The aggregate amount of cash dividend to be paid is approximately US$90.5 million (RMB651.5 million) at an exchange rate of RMB7.1977 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 2023 and will be distributed from additional paid-in capital and settled by a cash distribution.

 

For holders of ordinary shares, in order to qualify for the special dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 P.M. on March 28, 2024 (Beijing/Hong Kong Time).

 

6


 

Unaudited Financial Results for the December Quarter

 

Revenue was RMB3,841.3 million (US$541.0 million), representing an increase of 54.0% year over year, primarily driven by a 55.7% increase in revenue from China, and a 51.4% increase in revenue from overseas markets.

 

Revenue from China was RMB2,347.3 million (US$330.6 million). The 55.7% year-over-year increase was primarily driven by (i) an increase of 63.2% in revenue from MINISO’s offline stores in China, which was the result of a 17.2% growth in average store count and a 39.2% growth in average revenue per MINISO store in China, and (ii) an increase of 90.5% in revenue from TOP TOY, which was the result of a 19.5% growth in average store count and a 59.4% growth in average revenue per TOP TOY store.

 

Revenue from overseas markets was RMB1,494.0 million (US$210.4 million). The 51.4% year-over-year increase was primarily due to an increase of 15.9% in average store count and a growth of 30.7% in average revenue per MINISO store in overseas markets. Revenue from overseas markets contributed 38.9% of the Company’s total revenue in the December quarter of 2023, compared to 39.5% in the same period of 2022 and 34.2% in the previous quarter of 2023.

 

For more information on the composition and year-over-year change of revenue, please refer to “Unaudited Additional Information” in this press release.

 

Cost of sales was RMB2,184.0 million (US$307.6 million), representing an increase of 45.9% year over year.

 

Gross profit was RMB1,657.3 million (US$233.4 million), representing an increase of 66.2% year over year.

 

Gross margin was 43.1%, compared to 40.0% in the same period of 2022. The year-over-year increase was primarily attributable to (i) higher gross margin in overseas markets contributed by product optimization and higher revenue contribution from directly operated overseas markets which accounted for over 50% of revenue from overseas markets, compared to 42.0% in the same period of 2022, and (ii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.

 

Other income was RMB5.6 million (US$0.8 million), compared to RMB7.9 million in the same period of 2022.

 

Selling and distribution expenses were RMB722.2 million (US$101.7 million), representing an increase of 73.3% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB700.8 million (US$98.7 million), representing an increase of 71.4% year over year. The year-over-year increase was mainly attributable to (i) increased personnel-related expenses, logistics expenses and IP licensing expenses in relation to the growth of the Company’s business, (ii) increased depreciation expenses of the right-of-use assets in relation to directly operated stores, and (iii) increased promotion and advertising expenses, mainly in connection with the Company’s brand upgrade and the opening of new stores in overseas markets.

 

7


 

General and administrative expenses were RMB187.1 million (US$26.4 million), representing an increase of 27.9% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB185.9 million (US$26.2 million), representing an increase of 32.0% year over year. The year-over-year increase was mainly attributable to increased personnel-related expenses in relation to the growth of the Company’s business.

 

Other net income was RMB20.2 million (US$2.8 million), compared to RMB8.8 million in the same period of 2022. The year-over-year increase was mainly attributable to an increase in fair value of an investment in an unlisted limited partnership enterprise.

 

Operating profit was RMB765.4 million (US$107.8 million), representing an increase of 71.0% year over year.

 

Net finance income was RMB40.9 million (US$5.8 million), representing an increase of 75.7% year over year, mainly due to an increase in interest income of bank deposits.

 

Profit for the period was RMB637.8 million (US$89.8 million), representing an increase of 77.3% year over year.

 

Adjusted net profit, which represents profit for the period excluding equity-settled share-based payment expenses, was RMB660.5 million (US$93.0 million), representing an increase of 77.0% year over year.

 

Adjusted net margin was 17.2%, compared to 15.0% in the same period of 2022.

 

Adjusted EBITDA was RMB995.3 million (US$140.2 million), representing an increase of 66.8% year over year.

 

Adjusted EBITDA margin was 25.9%, compared to 23.9% in the same period of 2022.

 

Basic and diluted earnings per ADS were both RMB2.04 (US$0.29) in this quarter, representing an increase of 82.1% year over year from RMB1.12 in the same period of 2022. Each ADS represents four of the Company’s ordinary shares.

 

Adjusted basic and diluted earnings per ADS were both RMB2.12 (US$0.30) in this quarter, representing an increase of 82.8% year over year from RMB1.16 in the same period of 2022.

 

Conference Call

 

The Company’s management will hold an earnings conference call at 5:00 A.M. Eastern Time on Tuesday, March 12, 2024 (5:00 P.M. Beijing Time on the same day) to discuss the financial results. The conference call can be accessed by the following Zoom link or dialing the following numbers:

 

8


 

Access 1

 

Join Zoom meeting.

 

Zoom link:

 

https://us06web.zoom.us/j/88486834973? pwd=hLtL1nO9NpERFFfgHFZVIZKCbqrlbB.1

 

Meeting Number: 884 8683 4973

 

Meeting Passcode: 9896

 

Access 2

 

Listeners may access the call by dialing the following numbers by using the same meeting number and passcode with access 1.

 

United States: +1 213 338 8477 (or +1 646 518 9805)
Hong Kong, China: +852 5803 3730 (or +852 5803 3731)
United Kingdom: +44 203 481 5237 (or +44 131 460 1196)
France: +33 1 7037 9729 (or +33 1 7037 2246)
Singapore: +65 3158 7288 (or +65 3165 1065)
Canada: +1 438 809 7799 (or +1 204 272 7920)

 

Access 3

 

Listeners can also access the meeting through the Company’s investor relations website at https://ir.miniso.com/.

 

The replay will be available approximately two hours after the conclusion of the live event at the Company’s investor relations website at https://ir.miniso.com/.

 

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/.

 

9


 

Exchange Rate

 

The U.S. dollar (US$) amounts disclosed in this press release, except for those transaction amounts that were actually settled in U.S. dollars, are presented solely for the convenience of the readers. The conversion of Renminbi (RMB) into US$ in this press release is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of December 29, 2023, which was RMB7.0999 to US$1.0000. The percentages stated in this press release are calculated based on the RMB amounts.

 

Non-IFRS Financial Measures

 

In evaluating the business, MINISO considers and uses adjusted net profit, adjusted net margin, adjusted EBITDA, adjusted EBITDA margin, adjusted basic and diluted net earnings per share and adjusted basic and diluted net earnings per ADS as supplemental measures to review and assess its operating performance. The presentation of these non-IFRS financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. MINISO defines adjusted net profit as profit for the period excluding equity-settled share-based payment expenses. MINISO calculates adjusted net margin by dividing adjusted net profit by revenue for the same period. MINISO defines adjusted EBITDA as adjusted net profit plus depreciation and amortization, finance costs and income tax expense. Adjusted EBITDA margin is computed by dividing adjusted EBITDA by revenue for the period. MINISO computes adjusted basic and diluted net earnings per ADS by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of ADSs represented by the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis. MINISO computes adjusted basic and diluted net earnings per share in the same way as it calculates adjusted basic and diluted net earnings per ADS, except that it uses the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis as the denominator instead of the number of ADSs represented by these ordinary shares.

 

MINISO presents these non-IFRS financial measures because they are used by the management to evaluate its operating performance and formulate business plans. These non-IFRS financial measures enable the management to assess its operating results without considering the impacts of the aforementioned non-cash and other adjustment items that MINISO does not consider to be indicative of its operating performance in the future. Accordingly, MINISO believes that the use of these non-IFRS financial measures provides useful information to investors and others in understanding and evaluating its operating results in the same manner as the management and Board of directors.

 

10


 

These non-IFRS financial measures are not defined under IFRS and are not presented in accordance with IFRS. These non-IFRS financial measures have limitations as analytical tools. One of the key limitations of using these non-IFRS financial measures is that they do not reflect all items of income and expense that affect MINISO’s operations. Further, these non-IFRS financial measures may differ from the non-IFRS information used by other companies, including peer companies, and therefore their comparability may be limited.

 

These non-IFRS financial measures should not be considered in isolation or construed as alternatives to profit, net profit margin, basic and diluted earnings per share and basic and diluted earnings per ADS, as applicable, or any other measures of performance or as indicators of MINISO’s operating performance. Investors are encouraged to review MINISO’s historical non-IFRS financial measures in light of the most directly comparable IFRS measures, as shown below. The non-IFRS financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting the usefulness of such measures when analyzing MINISO’s data comparatively. MINISO encourages you to review its financial information in its entirety and not rely on a single financial measure.

 

For more information on the non-IFRS financial measures, please see the table captioned “Reconciliation of Non-IFRS Financial Measures” set forth at the end of this press release.

 

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. Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain forward-looking statements. 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 Contact:

 

Raine Hu 

MINISO Group Holding Limited 

Email: ir@miniso.com

Phone: +86 (20) 36228788 Ext.8039

 

11


 

MINISO GROUP HOLDING LIMITED 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 

(Expressed in thousands)

 

    As at
June 30, 2023
    As at
December 31, 2023
 
    (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000  
ASSETS                        
Non-current assets                        
Property, plant and equipment     534,634       769,306       108,355  
Right-of-use assets     2,552,600       2,900,860       408,578  
Intangible assets     25,277       19,554       2,754  
Goodwill     21,069       21,643       3,048  
Deferred tax assets     161,617       104,130       14,666  
Other investments     73,870       90,603       12,761  
Trade and other receivables     74,641       135,796       19,126  
Term deposits     100,000       100,000       14,085  
Interests in equity-accounted investees           15,783       2,223  
                         
      3,543,708       4,157,675       585,596  
                         
Current assets                        
Other investments     205,329       252,866       35,615  
Inventories     1,450,519       1,922,241       270,742  
Trade and other receivables     1,150,156       1,518,357       213,856  
Cash and cash equivalents     6,489,213       6,415,441       903,596  
Restricted cash     27,073       7,970       1,123  
Term deposits     581,715       210,759       29,685  
                         
      9,904,005       10,327,634       1,454,617  
                         
Total assets     13,447,713       14,485,309       2,040,213  

 

12


 

    As at
June 30, 2023
    As at
December 31, 2023
 
    (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000  
EQUITY                  
Share capital     95       95       13  
Additional paid-in capital     7,254,871       6,331,375       891,756  
Other reserves     1,106,718       1,114,568       156,983  
Retained earnings     539,331       1,722,157       242,561  
                         
Equity attributable to equity shareholders of the Company     8,901,015       9,168,195       1,291,313  
Non-controlling interests     17,253       23,022       3,243  
                         
Total equity     8,918,268       9,191,217       1,294,556  
                         
LIABILITIES                        
Non-current liabilities                        
Contract liabilities     46,754       40,954       5,768  
Loans and borrowings     7,215       6,533       920  
Other payables           12,411       1,748  
Lease liabilities     556,801       797,986       112,394  
Deferred income     33,080       29,229       4,117  
                         
      643,850       887,113       124,947  
                         
Current liabilities                        
Loans and borrowings           726       102  
Trade and other payables     3,019,302       3,389,826       477,447  
Contract liabilities     292,887       324,028       45,638  
Lease liabilities     328,933       447,319       63,004  
Deferred income     6,778       6,644       936  
Current taxation     237,695       238,436       33,583  
                         
      3,885,595       4,406,979       620,710  
                         
Total liabilities     4,529,445       5,294,092       745,657  
                         
Total equity and liabilities     13,447,713       14,485,309       2,040,213  

 

13


 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

(Expressed in thousands, except for per ordinary share and per ADS data)

 

    Three months ended December 31,     Six months ended December 31,  
    2022     2023     2022     2023  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$ ’000     RMB’000     RMB’000     US$ ’000  
Revenue     2,494,434       3,841,313       541,038       5,266,878       7,632,467       1,075,010  
Cost of sales     (1,497,353 )     (2,183,972 )     (307,606 )     (3,281,218 )     (4,391,428 )     (618,520 )
                                                 
Gross profit     997,081       1,657,341       233,432       1,985,660       3,241,039       456,490  
Other income     7,892       5,556       783       14,311       18,993       2,675  
Selling and distribution expenses     (416,782 )     (722,225 )     (101,723 )     (798,127 )     (1,363,114 )     (191,991 )
General and administrative expenses     (146,282 )     (187,137 )     (26,358 )     (313,908 )     (357,689 )     (50,379 )
Other net income     8,815       20,152       2,838       72,850       21,105       2,973  
Credit loss on trade and other receivables     (3,162 )     (3,746 )     (528 )     (3,716 )     (2,080 )     (293 )
Impairment loss on non-current assets           (4,547 )     (640 )           (4,547 )     (640 )
                                                 
Operating profit     447,562       765,394       107,804       957,070       1,553,707       218,835  
Finance income     32,429       54,603       7,691       64,684       123,969       17,461  
Finance costs     (9,161 )     (13,721 )     (1,933 )     (16,345 )     (25,202 )     (3,550 )
                                                 
Net finance income     23,268       40,882       5,758       48,339       98,767       13,911  
Share of profit of equity-accounted investees, net of tax           268       38             268       38  
                                                 
Profit before taxation     470,830       806,544       113,600       1,005,409       1,652,742       232,784  
Income tax expense     (111,063 )     (168,742 )     (23,767 )     (241,498 )     (396,665 )     (55,869 )
                                                 
Profit for the period     359,767       637,802       89,833       763,911       1,256,077       176,915  
                                                 
Attributable to:                                                
Equity shareholders of the Company     352,456       635,814       89,553       764,090       1,248,405       175,834  
Non-controlling interests     7,311       1,988       280       (179 )     7,672       1,081  
                                                 
Earnings per ordinary share                                                
 – Basic     0.28       0.51       0.07       0.61       1.00       0.14  
 – Diluted     0.28       0.51       0.07       0.61       1.00       0.14  
                                                 
Earnings per ADS (Each ADS represents 4 ordinary shares)                                                
 – Basic     1.12       2.04       0.29       2.44       4.00       0.56  
 – Diluted     1.12       2.04       0.29       2.44       4.00       0.56  

 

14


 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

(Expressed in thousands)

 

    Three months ended December 31,     Six months ended December 31,  
    2022     2023     2022     2023  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$ ’000     RMB’000     RMB’000     US$ ’000  
Profit for the period     359,767       637,802       89,833       763,911       1,256,077       176,915  
                                                 
Items that may be reclassified subsequently to profit or loss:                                                
Exchange differences on translation of financial statements of foreign operations     (40,110 )     (14,624 )     (2,060 )     (13,634 )     (32,504 )     (4,578 )
                                                 
Other comprehensive loss for the period     (40,110 )     (14,624 )     (2,060 )     (13,634 )     (32,504 )     (4,578 )
                                                 
Total comprehensive income for the period     319,657       623,178       87,773       750,277       1,223,573       172,337  
                                                 
Attributable to:                                                
Equity shareholders of the Company     314,490       621,230       87,499       746,698       1,217,804       171,524  
Non-controlling interests     5,167       1,948       274       3,579       5,769       813  

 

15


 

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES

(Expressed in thousands, except for per ordinary share, per ADS data and percentages)

 

    Three months ended December 31,     Six months ended December 31,  
    2022     2023     2022     2023  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
      RMB’000       RMB’000       US$’000       RMB’000       RMB’000       US$’000  
Reconciliation of profit for the period to adjusted net profit:                                                
                                                 
Profit for the period     359,767       637,802       89,833       763,911       1,256,077       176,915  
                                                 
Add back:                                                
Equity-settled share-based payment expenses     13,353       22,663       3,192       26,580       46,432       6,540  
                                                 
Adjusted net profit     373,120       660,465       93,025       790,491       1,302,509       183,455  
                                                 
Adjusted net margin     15.0 %     17.2 %     17.2 %     15.0 %     17.1 %     17.1 %
                                                 
Attributable to:                                                
Equity shareholders of the Company     365,809       658,477       92,745       790,670       1,294,837       182,374  
Non-controlling interests     7,311       1,988       280       (179 )     7,672       1,081  
                                                 
Adjusted net earnings per ordinary share(1)                                                 
 – Basic     0.29       0.53       0.07       0.64       1.04       0.15  
 – Diluted     0.29       0.53       0.07       0.63       1.04       0.15  
                                                 
Adjusted net earnings per ADS (Each ADS  represents 4 ordinary shares)                                                
 – Basic     1.16       2.12       0.30       2.56       4.16       0.59  
 – Diluted     1.16       2.12       0.30       2.52       4.16       0.59  
                                                 
Reconciliation of adjusted net profit for the period to adjusted EBITDA:                                                
                                                 
Adjusted net profit     373,120       660,465       93,025       790,491       1,302,509       183,455  
                                                 
Add back:                                                
Depreciation and amortization     103,506       152,373       21,461       212,163       285,241       40,175  
Finance costs     9,161       13,721       1,933       16,345       25,202       3,550  
Income tax expense     111,063       168,742       23,767       241,498       396,665       55,869  
                                                 
Adjusted EBITDA     596,850       995,301       140,186       1,260,497       2,009,617       283,049  
                                                 
Adjusted EBITDA margin     23.9 %     25.9 %     25.9 %     23.9 %     26.3 %     26.3 %

 

Note:

 

(1) Adjusted basic and diluted net earnings per ordinary share are computed by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of ordinary shares used in the basic and diluted earnings per ordinary share calculation on an IFRS basis.

 

16


 

MINISO GROUP HOLDING LIMITED 

UNAUDITED ADDITIONAL INFORMATION

(Expressed in millions, except for percentages)

 

    Three months ended December 31,           Six months ended December 31,        
    2022     2023           2022     2023        
    RMB     RMB     US$     YoY     RMB     RMB     US$     YoY  
Revenue                                                
Domestic Operations     1,508       2,347       331       56 %     3,360       4,843       682       44 %
 – MINISO Brand     1,386       2,156       304       56 %     3,086       4,462       628       45 %
 – TOP TOY Brand     99       188       26       90 %     223       369       52       65 %
 – Others     23       3       1       (87 )%     51       12       2       (76 )%
International Operations     986       1,494       210       51 %     1,907       2,789       393       46 %
                                                                 
Total     2,494       3,841       541       54 %     5,267       7,632       1,075       45 %

 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

 

    As of              
    December 31,
2022
    September 30,
2023
    December 31,
2023
    YoY     QoQ  
Number of MINISO stores in China                              
First-tier cities     453       499       522       69       23  
Second-tier cities     1,395       1,554       1,617       222       63  
Third- or lower-tier cities     1,477       1,749       1,787       310       38  
                                         
Total     3,325       3,802       3,926       601       124  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

 

    As of              
    December 31,
2022
    September 30,
2023
    December 31,
2023
    YoY     QoQ  
Number of MINISO stores in overseas markets                              
Asian countries excluding China     1,166       1,264       1,333       167       69  
Americas     589       654       724       135       70  
Europe     185       218       231       46       13  
Others     175       177       199       24       22  
                                         
Total     2,115       2,313       2,487       372       174  

 

17

 

EX-99.3 4 tm248564d1_ex99-3.htm EXHIBIT 99.3

 

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)

 

ANNOUNCEMENT OF RESULTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023

 

The board (the “Board”) of directors (the “Directors”) of MINISO Group Holding Limited (the “Company”) is pleased to announce the consolidated results of the Company and its subsidiaries (the “Group”) for the six months ended December 31, 2023, together with the comparative figures for the year ended June 30, 2023. These results have been reviewed by the audit committee of the Board (the “Audit Committee”).

 

In this announcement, “we”, “us”, “our” and “MINISO” refer to the Company and where the context otherwise requires, the Group.

 

FINANCIAL PERFORMANCE HIGHLIGHTS

 

    For the
year ended
June 30,
   

For the six months ended

December 31,

 
    2023     2022     2023  
                   
    (Renminbi (“RMB”) in thousands, except
percentages and per share data)
 
Revenue     11,473,208       5,266,878       7,632,467  
Gross profit     4,443,052       1,985,660       3,241,039  
Operating profit     2,223,011       957,070       1,553,707  
Profit before taxation     2,333,614       1,005,409       1,652,742  
Profit for the year/period     1,781,829       763,911       1,256,077  
Profit for the year/period attributable to:                        
– Equity shareholders of the Company     1,768,926       764,090       1,248,405  
– Non-controlling interests     12,903       (179 )     7,672  
Earnings per share                        
–Basic (RMB)     1.42       0.61       1.00  
–Diluted (RMB)     1.41       0.61       1.00  
Adjusted net profit (a non-IFRS measure)     1,844,711       790,491       1,302,509  

Adjusted net earnings per share (a non-IFRS measure)

                       
–Basic (RMB)     1.47       0.64       1.04  
–Diluted (RMB)     1.46       0.63       1.04  

 

1


 

NON-IFRS FINANCIAL MEASURES

 

In evaluating the business, MINISO considers and uses adjusted net profit and adjusted basic and diluted net earnings per share as supplemental measures to review and assess its operating performance. The presentation of these non-IFRS financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. MINISO defines adjusted net profit as profit for the period excluding equity-settled share-based payment expenses. MINISO computes adjusted basic and diluted net earnings per share by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis.

 

MINISO presents these non-IFRS financial measures because they are used by the management to evaluate its operating performance and formulate business plans. These non-IFRS financial measures enable the management to assess its operating results without considering the impacts of the aforementioned non-cash and other adjustment items that MINISO does not consider to be indicative of its operating performance in the future. Accordingly, MINISO believes that the use of these non-IFRS financial measures provides useful information to investors and others in understanding and evaluating its operating results in the same manner as the management and the Board.

 

These non-IFRS financial measures are not defined under IFRS and are not presented in accordance with IFRS. These non-IFRS financial measures have limitations as analytical tools. One of the key limitations of using these non-IFRS financial measures is that they do not reflect all items of income and expense that affect MINISO’s operations. Further, these non-IFRS financial measures may differ from the non-IFRS information used by other companies, including peer companies, and therefore their comparability may be limited.

 

These non-IFRS financial measures should not be considered in isolation or construed as alternatives to profit, basic and diluted earnings per share, as applicable, or any other measures of performance or as indicators of MINISO’s operating performance. Investors are encouraged to review MINISO’s historical non-IFRS financial measures in light of the most directly comparable IFRS measures, as shown below. The non-IFRS financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting the usefulness of such measures when analyzing MINISO’s data comparatively. MINISO encourages you to review its financial information in its entirety and not rely on a single financial measure.

 

The following table reconciles our adjusted net profit, a non-IFRS measure, for the year ended June 30, 2023 and for the six months ended December 31, 2022 and 2023 to the most directly comparable financial measure calculated and presented in accordance with IFRS, which is profit for the year/period.

 

2


 

    For the
year ended
June 30,
   

 

For the six months

ended December 31,

 
    2023     2022     2023  
                   
    (RMB in thousands)  
Profit for the year/period     1,781,829       763,911       1,256,077  
                         
Add back:                        
Equity-settled share-based payment expenses     62,882       26,580       46,432  
                         
Adjusted net profit (a non-IFRS measure)     1,844,711       790,491       1,302,509  

 

CHANGE OF FINANCIAL YEAR END DATE

 

On January 17, 2024, the Board announced that it has resolved to change the financial year end date of the Company from June 30 to December 31 with immediate effect. Accordingly, the accompanying consolidated financial statements for the current financial period cover a period of six months from July 1, 2023 to December 31, 2023 (“six months ended December 31, 2023”). Certain comparative figures, however, are for the year ended June 30, 2023, and hence may not be directly comparable.

 

BUSINESS REVIEW AND OUTLOOK

 

Business Review for the six months ended December 31, 2023

 

We are a global value retailer offering a variety of trendy lifestyle products featuring IP design. Since we opened our first store in China in 2013, we have successfully incubated two brands – MINISO and TOP TOY. We have built our flagship brand “MINISO” as a globally recognized retail brand and established a store network worldwide. Our flagship brand “MINISO” offers a frequently-refreshed assortment of lifestyle products covering diverse consumer needs, and consumers are attracted to our products’ trendiness, creativeness, high quality and affordability.

 

During the six months ended December 31, 2023, the total number of MINISO stores in China and overseas markets increased from 5,791 as of June 30, 2023 to 6,413 as of December 31, 2023. The number of TOP TOY stores increased from 118 as of June 30, 2023 to 148 as of December 31, 2023. For the six months ended December 31, 2023, the aggregate GMV of the Group reached approximately RMB14.3 billion.

 

3


 

Brands and Products

 

For the six months ended December 31, 2023, we launched an average of around 930 SKUs in “MINISO” channels per month, and we offered consumers a wide selection of around 9,500 core SKUs, the vast majority of which are under the “MINISO” brand. Our MINISO product offering spans across 11 major categories, including home decor, small electronics, textile, accessories, beauty tools, toys, cosmetics, personal care, snacks, fragrance and perfumes, stationery and gifts.

 

Under the TOP TOY brand, we offered around 8,400 SKUs as of December 31, 2023 across major categories such as blind boxes, toy bricks, model figures, model kits, collectible dolls, Ichiban Kuji and other popular toys.

 

Store Network

 

As of December 31, 2023, we served consumers primarily through a network of around 6,400 MINISO stores, including over 3,900 MINISO stores in China and around 2,500 MINISO stores in overseas. The following table shows the number of MINISO stores in China and overseas as of the dates presented:

 

    As of June 30,
2023
   

As of December

31, 2023

 
Number of MINISO stores                
China     3,604       3,926  
Directly operated stores     15       26  
Stores operated under MINISO Retail Partner model     3,569       3,878  
Stores operated under distributor model     20       22  
Overseas     2,187       2,487  
Directly operated stores     176       238  
Stores operated under MINISO Retail Partner model     252       283  
Stores operated under distributor model     1,759       1,966  
                 
Total     5,791       6,413  

 

We have also expanded our TOP TOY store network in China. As of December 31, 2023, we had a total of 148 TOP TOY stores, all of which were located in China.

 

    As of June 30,
2023
   

As of December

31, 2023

 
Number of TOP TOY stores                
Directly operated stores     9       14  
Stores operated under MINISO Retail Partner model     109       134  
                 
Total     118       148  

 

4


 

Store operations in China

 

As of December 31, 2023, apart from 26 directly operated MINISO stores, 22 distributor MINISO stores and 14 directly operated TOP TOY stores, all of our other MINISO and TOP TOY stores in China were operated under the MINISO Retail Partner model.

 

The following table shows the aggregate numbers of MINISO stores in China for the periods indicated:

 

    For the
year ended
June 30,
2023
   

For the six

months

ended

December 31,

2023

 
Directly operated stores                
Number of stores at the beginning of the period     14       15  
Number of new stores opened during the period     7       13  
Number of closed stores during the period(1)     6       2  
Net increase in number of stores during the period     1       11  
Number of stores at the end of the period     15       26  
                 
Stores operated under MINISO Retail Partner model                
Number of stores at the beginning of the period     3,195       3,569  
Number of new stores opened during the period     546       601  
Number of closed stores during the period(1)     172       292  
Net increase in number of stores during the period     374       309  
Number of stores at the end of the period     3,569       3,878  
                 
Stores operated under distributor model                
Number of stores at the beginning of the period     17       20  
Number of new stores opened during the period     3       2  
Number of closed stores during the period            
Net increase in number of stores during the period     3       2  
Number of stores at the end of the period     20       22  

 

 

Note:

 

(1) The closure of MINISO stores was due to various reasons, such as expiration of store leases, increases in store rental, changes in the layout of shopping malls where the stores were located, unprofitableness of certain stores, and closure by MINISO Retail Partners for other considerations, as applicable.

 

5


 

Our ability to penetrate into various tiers of cities is evidenced by our proven track record of successfully penetrating into various lower-tier cities in China despite our previous experience operating in mostly high-tier Chinese cities. The following table shows the aggregate numbers of MINISO stores in China by city-tiers as of the dates indicated:

 

    As of June 30,
2023
   

As of December

31, 2023

 
Number of MINISO stores in China                
First-tier cities     474       522  
Second-tier cities     1,496       1,617  
Third- or lower-tier cities     1,634       1,787  
                 
Total     3,604       3,926  

 

We plan to focus on establishing and reinforcing the recognition of the TOP TOY brand and expanding our TOP TOY store network in first- and second-tier cities in China in the near future while also expanding into lower-tier cities. For expansion of our MINISO store network in China, our efforts will be focused on penetration into lower-tier cities as we have established a strong presence in more developed cities.

 

The MINISO Retail Partner model represents a mutually beneficial relationship between us and the MINISO Retail Partners, where we achieve rapid store network expansion with consistent brand image and consumer experience in an asset-light manner, and our MINISO Retail Partners attain attractive investment opportunities. Our MINISO Retail Partners are also motivated to maintain a loyal relationship with us. The following table shows the number of our MINISO Retail Partners in China for the periods indicated:

 

    For the
year ended
June 30,
2023
   

For the

six months

ended

December 31,

2023

 
Number of MINISO Retail Partners at the beginning of the period(1)     921       1,040  
Number of new MINISO Retail Partners during the period(2)     230       82  
Number of terminated MINISO Retail Partners during the period     111       58  

Net increase in number of MINISO Retail Partners during the period(2)

    119       24  
Number of MINISO Retail Partners at the end of the period(1)     1,040       1,064  

 

 

Notes:

 

(1) Number of MINISO Retail Partners at a given date is calculated based on the number of individuals and entities with effective contractual relationships with us at that date.

 

(2) We added 82 new MINISO Retail Partners for the six months ended December 31, 2023, mainly due to our store expansion strategy into more lower-tier cities in China, which demands us to cooperate with more long-tail MINISO Retail Partners with local resources for store expansion purposes.

 

6


 

As of December 31, 2023, there were 1,049 MINISO Retail Partners invested in MINISO stores in China, and 579 of them had invested for over three years. We had one distributor for the MINISO brand in Tibet, China during the six months ended December 31, 2023. As of the date of this announcement, there has been no conversion of our collaboration partners in China from a MINISO Retail Partner to a distributor, or vice versa.

 

Our TOP TOY stores are operated under the MINISO Retail Partner Model as well. Among the MINISO Retail Partners shown in the table above, we had 18 and 15 MINISO Retail Partners operating TOP TOY stores as of June 30, 2023 and December 31, 2023, respectively.

 

Store operations in overseas markets

 

We have adopted flexible store operation models, including direct operation, MINISO Retail Partner model and the distributor model as we expand our global footprints, depending on the growth potential, local regulation and other factors in the markets. In consideration of the evolving local regulatory requirements, market conditions and their operational needs, our overseas franchisees may sometimes convert from a MINISO Retail Partner to a distributor, or vice versa.

 

As of December 31, 2023, in overseas markets, there were 238 stores directly operated by us and 2,249 MINISO Retail Partner stores and stores operated under the distributor model. The following table shows the aggregate numbers of MINISO stores in overseas markets for the periods indicated:

 

    For the
year ended
June 30,
2023
   

For the

six months

ended

December 31,

2023

 
Directly operated stores                
Number of stores at the beginning of the period     133       176  
Number of new stores opened during the period     76       87  
Number of closed stores during the period(1)     33       25  
Net increase in number of stores during the period     43       62  
Number of stores at the end of the period     176       238  
                 
Stores operated under MINISO Retail Partner model                
Number of stores at the beginning of the period     208       252  
Number of new stores opened during the period     69       55  
Number of closed stores during the period(1)     25       24  
Net increase in number of stores during the period     44       31  
Number of stores at the end of the period     252       283  
                 
Stores operated under distributor model                
Number of stores at the beginning of the period     1,632       1,759  
Number of new stores opened during the period     314       247  
Number of closed stores during the period(1)     187       40  
Net increase in number of stores during the period     127       207  
Number of stores at the end of the period     1,759       1,966  

 

 

Note:

 

(1) The closure of MINISO stores was due to various reasons, such as expiration of store leases, increases in store rental, changes in the layout of shopping malls where the stores were located, unprofitableness of certain stores, and closure by MINISO Retail Partners or distributors for other considerations, as applicable.

 

7


 

In the majority of overseas markets, we expand our store network by collaborating with local distributors with abundant local resources and retail experiences. The following table shows the number of our distributors in overseas markets for the periods indicated:

 

    For the
year ended
June 30,
2023
   

For the

six months

ended

December 31,

2023

 
Number of distributors at the beginning of the period(1)     200       229  
Number of new distributors during the period(2)     42       8  
Number of terminated distributors during the period(2)     13       7  
Net increase in number of distributors during the period     29       1  
Number of distributors at the end of the period(1)     229       230  

 

 

Notes:

 

(1) Number of distributors at a given date is calculated based on the number of individuals and entities with effective contractual relationships with us at that date.

 

(2) Change of contracting entities by the same distributor is not taken into account in the calculation of numbers of new or terminated distributors.

 

As of June 30, 2023 and December 31, 2023, we had 61 and 78 MINISO Retail Partners in overseas markets, respectively. The increase in the number of MINISO Retail Partners for the six months ended December 31, 2023 was primarily due to the increase in the number of MINISO Retail Partners in Indonesia and Vietnam.

 

8


 

Other Key Operating Data

 

The following tables set forth certain of our key operating data of MINISO stores in China and overseas markets, respectively:

 

    For the
year ended
June 30,
2023
   

For the

six months

ended

December 31,

2023

 
             
    (RMB in millions)  
MINISO stores in China                
Total GMV(1)     10,671       6,895  
Average revenue per MINISO store for the year/period(2)     2.1       1.2  
Number of transactions (in millions)     283.8       183.2  
Sales volume of SKUs (in millions)     814.5       484.4  
Average spending per transaction (RMB)     37.6       37.6  
Average selling price (RMB)     13.1       14.2  

 

 

Notes:

 

(1) Includes GMV generated through MINISO offline stores and Online to Offline (“O2O”) platforms.

 

(2) Average revenue per MINISO store for the year/period is calculated as (a) revenue of MINISO brand in China divided by (b) the average number of MINISO stores in China at the beginning and the end of the relevant period.

 

9


 

    For the
year ended
June 30,
2023
   

For the

six months

ended

December 31,

2023

 
             
    (RMB in millions)  
MINISO stores in overseas markets                
Total GMV     9,072       6,452  
Asian countries excluding China     3,664       2,323  
Americas     4,204       3,235  
Europe     650       575  
Others     554       319  
                 
Average revenue per MINISO store for the year/period(1)     1.8       1.2  
Asian countries excluding China     1.6       0.9  
Americas     3.0       2.1  
Europe     0.8       0.7  
Others     0.6       0.4  

 

 

Note:

 

(1) Average revenue per MINISO store for the year/period is calculated as (a) revenue of MINISO brand in overseas markets divided by (b) the average number of MINISO stores in overseas markets at the beginning and the end of the relevant period.

 

The following table sets forth the GMV of MINISO brand in China through online channels for the periods indicated:

 

    For the
year ended
June 30,
2023
   

For the

six months

ended

December 31,

2023

 
             
    (RMB in millions)  
MINISO brand in China                
Total GMV through online channels(1)     670       321  

 

 

Note:

 

(1) Excludes GMV through O2O platforms which is accounted for in GMV through offline channels.

 

10


 

 

Our TOP TOY brand started operating in December 2020 in China. For the six months ended December 31, 2023, TOP TOY brand achieved a total GMV of RMB539.5 million through multi-channels. The following table sets forth certain of our key operating data of TOP TOY stores:

 

    For the
year ended
June 30,
2023
   

For the

six months

ended

December 31,

2023

 
             
    (RMB in millions)  
TOP TOY stores                
Total GMV     606       445  
Average revenue per TOP TOY store for the year/period(1)     5.0       2.8  
Number of transactions (in millions)     4.9       3.8  
Sales volume of SKUs (in millions)     9.5       7.1  
Average spending per transaction (RMB)     123.7       118.7  
Average selling price (RMB)     63.9       62.5  

 

 

Note:

 

(1) Average revenue per TOP TOY store for the year/period is calculated as (a) revenue of TOP TOY brand divided by (b) the average number of TOP TOY stores at the beginning and the end of the relevant period.

 

The following table sets forth the average number of stores operated by MINISO Retail Partners and distributors as of the dates indicated:

 

    As of June 30,
2023
   

As of December 31,
2023

 
MINISO Retail Partners                
Average number of stores operated(1)     3.6       3.5  
Distributors                
Average number of stores operated(2)     8.0       8.2  

 

 

Notes:

 

(1) Average number of stores operated by MINISO Retail Partners is calculated as (a) the average number of stores operated under the MINISO Retail Partner model at the beginning and the end of the relevant period divided by (b) the average number of MINISO Retail Partners at the beginning and the end of the relevant period.

 

(2) Average number of stores operated by distributors is calculated as (a) the average number of stores operated under the distributor model at the beginning and the end of the relevant period divided by (b) the average number of distributors at the beginning and the end of the relevant period.

 

11 


 

Recent Developments

 

Operational Update

 

According to the Company’s preliminary estimates, its major operations achieved the following updates:

 

January and February 2024: For the two months ended February 29, GMV of MINISO’s offline stores in China increased by around 13% year over year, GMV of MINISO’s overseas business increased by around 40% year over year.

 

Highlights of MINISO Investor Day

 

On January 18, 2024, the Company hosted the MINISO 2024 Investor Day to enhance communications and share development strategy of the Company for the next five years with the investors. The Company brought up its vision of steering itself to become the world’s No.1 IP design retail group with an emphasis on production innovation (IP design), affordability and globalization.

 

Business Outlook

 

In spite of the uncertainties brought by the macro environment, looking forward to 2024, we will remain focused on our long-term strategic goals: delivering on our globalization strategy, bolstering the strength of our product offerings and optimizing our store network. Going forward, we expect to further grow our business by pursuing the following strategies.

 

Engaged in global competition, we will take cost advantages and product differentiation as key points. While sticking to our value-for-money proposition, we will continue to produce high-quality products featuring IP design to make lifestyle products more fashionable and trendy.

 

At the same time, we will actively implement the “Super Store” strategy to build a strong brand image in consumers’ minds. We are also targeting “Big Beauty”, “Big Toys” and “Big IPs” as super categories, and further exploring the room for improving average GMV per store.

 

In China, we will expand and upgrade our store network by capitalizing on the opportunities in lower-tier cities and taking on more new MINISO Retail Partners to further penetrate into the cities that we have already covered.

 

For overseas markets, we will further expand our store network by adopting a flexible operating model for each market, and will continue to expand our presence in strategic markets such as North America, Asia and Europe.

 

12 


 

MANAGEMENT DISCUSSION AND ANALYSIS

 

    For the
year ended
    For the six months ended
December 31,
 
    June 30,     2022     2023  
    2023     (unaudited)     (unaudited)  
                   
    (RMB in thousands)  
Revenue     11,473,208       5,266,878       7,632,467  
Cost of sales     (7,030,156 )     (3,281,218 )     (4,391,428 )
                         
Gross profit     4,443,052       1,985,660       3,241,039  
Other income     17,935       14,311       18,993  
Selling and distribution expenses     (1,716,093 )     (798,127 )     (1,363,114 )
General and administrative expenses     (633,613 )     (313,908 )     (357,689 )
Other net income     114,106       72,850       21,105  
Reversal of credit loss/(credit loss) on trade and other receivables     1,072       (3,716 )     (2,080 )
Impairment loss on non-current assets     (3,448 )           (4,547 )
                         
Operating profit     2,223,011       957,070       1,553,707  
Finance income     145,225       64,684       123,969  
Finance costs     (34,622 )     (16,345 )     (25,202 )
                         
Net finance income     110,603       48,339       98,767  
Share of profit of equity-accounted investees, net of tax                 268  
                         
Profit before taxation     2,333,614       1,005,409       1,652,742  
Income tax expense     (551,785 )     (241,498 )     (396,665 )
                         
Profit for the year/period     1,781,829       763,911       1,256,077  
                         
Profit for the year/period attributable to:                        
– Equity shareholders of the Company     1,768,926       764,090       1,248,405  
– Non-controlling interests     12,903       (179 )     7,672  

 

13 


 

Six months ended December 31, 2023 compared to the year ended June 30, 2023

 

Revenue

 

Our total revenue was RMB7,632.5 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB11,473.2 million), which was consisted of 63.5% revenue generated in China and 36.5% revenue generated in overseas markets.

 

Cost of Sales

 

Our cost of sales was RMB4,391.4 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB7,030.2 million).

 

Gross Profit and Gross Margin

 

Our gross profit was RMB3,241.0 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB4,443.1 million), and gross margin was 42.5% for the six months ended December 31, 2023 (for the year ended June 30, 2023: 38.7%). The increase in gross margin was mainly attributable to (i) higher gross margin in overseas markets contributed by product optimization and higher revenue contribution from directly operated markets, (ii) higher gross margin in China contributed by newly launched products in relation to our execution of strategic brand upgrade of MINISO, and the cost-saving measures the Company adopted to reduce the costs of certain products, and (iii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.

 

Other Income

 

Our other income was RMB19.0 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB17.9 million), which was mainly attributable to government grants and income from depositary bank.

 

Selling and Distribution Expenses

 

Our selling and distribution expenses were RMB1,363.1 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB1,716.1 million). Excluding share-based compensation expenses, our selling and distribution expenses were RMB1,321.6 million (for the year ended June 30, 2023: RMB1,671.3 million), which was primarily due to the increase in (i) personnel-related expenses, logistics expenses and IP licensing expenses in relation to the growth of the Company’s business, (ii) depreciation expenses of the right-of-use assets in relation to directly operated stores, and (iii) promotion and advertising expenses, mainly in connection with the Company’s brand upgrade and the opening of new stores in overseas markets.

 

General and Administrative Expenses

 

Our general and administrative expenses were RMB357.7 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB633.6 million). Excluding equity-settled share-based payment expenses, our general and administrative expenses were RMB352.8 million (for the year ended June 30, 2023: RMB615.6 million), which were primarily accounted for (i) personnel-related expenses in relation to the growth of our business, (ii) expenses in relation to operational services provided by the third-parties, and (iii) depreciation and amortization expenses.

 

14 


 

Other Net Income

 

Our other net income was RMB21.1 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB114.1 million), which was primarily accounted for (i) the increase in fair value of an investment in an unlisted limited partnership enterprise, and (ii) investment income from other investments, partially offset by net foreign exchange loss.

 

Impairment Loss on Non-current Assets

 

Our impairment loss on non-current assets was RMB4.5 million and RMB3.4 million for the six months ended December 31, 2023 and for the year ended June 30, 2023, respectively. We recorded impairment loss on non-current assets of directly operated stores.

 

Operating Profit

 

As a result of the foregoing, we recorded operating profit of RMB1,553.7 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB2,223.0 million).

 

Net Finance Income

 

Our net finance income was RMB98.8 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB110.6 million), which was accounted for the interest income from bank deposits.

 

Income Tax Expense

 

We recorded income tax expense of RMB396.7 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB551.8 million).

 

Profit for the Year/Period

 

As a result of the foregoing, we recorded a profit for the period of RMB1,256.1 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB1,781.8 million).

 

Current Ratio

 

Our current ratio was 2.3 as of December 31, 2023, compared to 2.5 as of June 30, 2023. The change in current ratio was primarily due to the increase in trade and other payables and lease liabilities.

 

15 


 

Six months ended December 31, 2023 compared to six months ended December 31, 2022

 

Revenue

 

Our total revenue increased by 44.9% from RMB5,266.9 million for the six months ended December 31, 2022 to RMB7,632.5 million for the six months ended December 31, 2023, mainly attributable to (i) an increase of 46.3% in revenue from overseas markets, and (ii) an increase of 44.1% in revenue from China.

 

Revenue generated from our operations in China was RMB4,843.1 million for the six months ended December 31, 2023, increasing by 44.1% from RMB3,360.2 million for the six months ended December 31, 2022. The year-over-year increase in revenue from the China market was primarily due to (i) a year-over-year increase of approximately 44.6% in revenue from MINISO in China, and (ii) a year-over-year increase of approximately 65.8% in revenue from TOP TOY in China. Revenue generated from overseas markets was RMB2,789.3 million for the six months ended December 31, 2023, increasing by 46.3% from RMB1,906.7 million for the six months ended December 31, 2022.

 

Cost of Sales

 

Our cost of sales was RMB4,391.4 million for the six months ended December 31, 2023, increased by 33.8% compared to cost of sales of RMB3,281.2 million for the six months ended December 31, 2022.

 

Gross Profit and Gross Margin

 

Gross profit increased by 63.2% from RMB1,985.7 million for the six months ended December 31, 2022 to RMB3,241.0 million for the six months ended December 31, 2023, and gross margin increased from 37.7% to 42.5% for the same periods. The increase in gross margin was mainly driven by (i) higher gross margin in overseas markets contributed by product optimization and higher revenue contribution from directly operated markets, (ii) higher gross margin in China contributed by newly launched products in relation to our execution of strategic brand upgrade of MINISO, and the cost-saving measures the Company adopted to reduce the costs of certain products, and (iii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.

 

Other Income

 

Our other income increased by 32.7% from RMB14.3 million for the six months ended December 31, 2022 to RMB19.0 million for the six months ended December 31, 2023, primarily due to an increase in income from depositary bank.

 

Selling and Distribution Expenses

 

Our selling and distribution expenses increased by 70.8% from RMB798.1 million for the six months ended December 31, 2022 to RMB1,363.1 million for the six months ended December 31, 2023. Excluding equity-settled share-based payment expenses, our selling and distribution expenses increased from RMB781.5 million to RMB1,321.6 million for the same periods. The increase was primarily attributable to (i) increased personnel-related expenses, logistics expenses and IP licensing expenses in relation to the growth of the Company’s business, (ii) increased depreciation expenses of the right-of-use assets in relation to directly operated stores, and (iii) increased promotion and advertising expenses, mainly in connection with the Company’s brand upgrade and the opening of new stores in overseas markets.

 

16 


 

General and Administrative Expenses

 

Our general and administrative expenses increased by 13.9% from RMB313.9 million for the six months ended December 31, 2022 to RMB357.7 million for the six months ended December 31, 2023. Excluding equity-settled share-based payment expenses, our general and administrative expenses increased by 16.1% from RMB304.0 million to RMB352.8 million for the same periods, which was primarily due to increased personnel-related expenses in relation to the growth of our business.

 

Other Net Income

 

Our other net income was RMB21.1 million for the six months ended December 31, 2023, compared to other net income of RMB72.9 million for the six months ended December 31, 2022. The decrease was mainly due to net foreign exchange loss, partially offset by net change in fair value of other investments.

 

Impairment Loss on Non-current Assets

 

For the six months ended December 31, 2022, we did not record any impairment loss on non-current assets. For the six months ended December 31, 2023, we recorded impairment loss on non-current assets of RMB4.5 million, which was related to our directly operated stores.

 

Operating Profit

 

As a result of the foregoing, we recorded operating profit of RMB1,553.7 million for the six months ended December 31, 2023, representing an increase of 62.3% from RMB957.1 million for the six months ended December 31, 2022.

 

Net Finance Income

 

Our net finance income increased by 104.3% from RMB48.3 million for the six months ended December 31, 2022 to RMB98.8 million for the six months ended December 31, 2023, mainly due to an increase in interest income as a result of increased principal in bank deposits.

 

Income Tax Expense

 

We recorded income tax expense of RMB396.7 million for the six months ended December 31, 2023, compared to RMB241.5 million for the six months ended December 31, 2022.

 

Profit for the Period

 

As a result of the foregoing, our profit for the period increased by 64.4% from RMB763.9 million for the six months ended December 31, 2022 to RMB1,256.1 million for the six months ended December 31, 2023.

 

Current Ratio

 

Our current ratio was 2.3 as of December 31, 2023, compared to 2.4 as of December 31, 2022. The change in current ratio was primarily due to an increase in trade and other payables and lease liabilities.

 

17 


 

OTHER INFORMATION ABOUT OUR FINANCIAL PERFORMANCE

 

Liquidity and Source of Funding

 

During the six months ended December 31, 2023, we funded our cash requirements principally through cash generated from our operations. As of December 31, 2023, our cash, cash equivalents, restricted cash, term deposits, and other investments recorded in current assets were RMB6,887.0 million (as of June 30, 2023: RMB7,303.3 million).

 

Significant Investments

 

We did not make or hold any significant investments during the six months ended December 31, 2023.

 

Material Acquisitions and Disposals

 

We did not have any material acquisitions or disposals of subsidiaries, consolidated affiliated entities or associated companies during the six months ended December 31, 2023.

 

Pledge of Assets

 

As of December 31, 2023, none of our Group’s assets was pledged.

 

Cash Management Policy

 

We believe we can make better use of our cash by making appropriate investments in short-term investment products, which generate income without interfering with our business operation or capital expenditures. Our investment decisions with respect to financial products are made on a case-by-case basis and after due and careful consideration of a number of factors, including, but not limited to, the market conditions, the economic developments, the anticipated investment conditions, the investment cost, the duration of the investment and the expected benefit and potential loss of the investment. We have established a set of internal control measures which allow us to achieve reasonable returns on our investment while mitigating our exposure to high investment risks. These policies and measures were formulated by our senior management.

 

18 


 

In order to make full use of idle funds, improve the utilization rate of surplus funds, and increase our income, under the premise of not affecting our normal business activities, subject to approval from our chief financial officer, we may purchase a certain amount of wealth management products from financial institutions. According to our internal policies, the manager of our treasury department should make proposals to invest in wealth management products to our chief financial officer and such proposals must be reviewed and approved by our chief financial officer. In assessing a proposal to invest in wealth management products, a number of criteria must be met, including but not limited to the following:

 

· the purchase of wealth management products is limited to low-risk products such as term deposits, principal-guaranteed and interest-paying products, treasury notes issued by banks, and wealth management products with risk level below R2. The purchase of high-risk financial instruments such as securities and futures is strictly prohibited.

 

· the expected return of the purchased wealth management products should be not lower than bank’s deposit interest rate for term deposits of the same period, the product structure should be relatively simple, and the purchases should be made from financial institutions with large operation scale, overall strength and good credit standing.

 

· the treasury department is responsible for setting up a detailed ledger for wealth management products, the manager of the treasury department manages the financial products and tracks the progress and safety of wealth management products. In the event of an abnormal situation, the manager of the treasury department should report the situation to the chief financial officer in a timely manner so that we can take effective measures immediately to reduce potential losses.

 

Future Plans for Material Investments or Capital Assets

 

As of December 31, 2023, we did not have any detailed future plans for material investments or capital assets.

 

Gearing Ratio

 

As of December 31, 2023, our gearing ratio was 0.1%, calculated as loans and borrowings divided by total equity as of the end of the period and multiplied by 100%.

 

Foreign Exchange Risk

 

Our financial reporting currency is RMB and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. In addition, our results of operations, including margins, are affected by the fluctuation in foreign exchange rates. Our international operations generate revenues primarily in U.S. dollars. Generally, a weakening of RMB against U.S. dollar has a positive effect on our results of operations, while a strengthening of RMB against U.S. dollar has the opposite effect. We have not used any derivative financial instruments to hedge exposure to such risk. To the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of RMB against U.S. dollar would have an adverse effect on RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or American Depositary Shares (“ADSs”) or for other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on U.S. dollar amounts available to us.

 

19 


 

Contingent Liabilities

 

Commitment of Tax Payments

 

In connection with the acquisition of land use right and the construction of the headquarters building in Guangzhou, Miniso (Guangzhou) Co., Ltd. (“MINISO Guangzhou”) entered into a letter of intent on November 26, 2020 with the local government of the district where our new headquarters building is located and committed to pay an aggregate amount of tax levies of no less than RMB965.0 million to the local government in Guangzhou for a five-year period starting from January 1, 2021, with RMB160.0 million in 2021, RMB175.0 million in 2022, RMB190.0 million in 2023, RMB210.0 million in 2024 and RMB230.0 million in 2025. If we fail to meet the committed amount for any of the five calendar years, MINISO Guangzhou will have to compensate for the shortfall.

 

We had met the commitments for the calendar years of 2021 and 2022 and therefore MINISO Guangzhou was not required to make any compensation to the local government. In March 2023, MINISO Guangzhou provided a performance guarantee of RMB190.0 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2023, which is valid from April 1, 2023 to March 31, 2024. The Directors have assessed that, based on the projection of and actual relevant taxes and surcharges paid and payable during the calendar year of 2023, we have met the commitment for the calendar year of 2023 and thus it is not probable that MINISO Guangzhou needs to make any compensation to the local government under the above performance guarantee. As such, no provision has been made in respect of this matter as of December 31, 2023.

 

Lawsuit relating to illicit competition

 

During the year ended June 30, 2022, Shenzhen Purcotton Technology Co., Ltd. initiated a legal proceeding against certain PRC subsidiaries of the Group, one of the Group’s suppliers and a store operated by one of the Group’s franchisees relating to an illicit competition dispute. The total amount claimed against the PRC subsidiaries was approximately RMB30.0 million.

 

As of December 31, 2023, the final judgment has been made by the court that the first instance judgment should be upheld, and the application of appeal filed by the Group has been dismissed. We paid RMB30.0 million to the plaintiff during the six months ended December 31, 2023.

 

20 


 

 

Securities class action

 

In August 2022, a putative federal securitier class action was filed against the Company and certain of its officers and Directors, alleging that the Company made misleading misstatements or omissions regarding its business operations and financials in violation of the Securities Act of 1933 and the Securities Exchange Act of 1934. The action is captioned In re MINISO Group Holding Limited Securities Litigation, 1:22-cv-09864 (S.D.N.Y.). Lead plaintiff was appointed in November 2022 and filed the operative complaint to the court. We and other defendants filed a motion to dismiss the complaint, and the motion was granted by the court in February 2024, with leave to amend. Lead plaintiff has until March 22, 2024 to file a motion for reconsideration of the court’s decision and April 10, 2024 to file a further amended complaint. As of December 31, 2023, the Directors are unable to assess the outcome of the action or reliably estimate the potential losses, if any.

 

Capital Commitment

 

As of December 31, 2023, our capital commitment was RMB837.2 million, which was mainly attributable to the construction of the headquarters building.

 

Employees and Remuneration Policy

 

We had a total of 4,964 full-time employees as of December 31, 2023, including 2,375 in China and 2,589 in certain overseas countries. The following table sets forth the number of our employees categorized by function as of December 31, 2023:

 

Function   Number of
Employees
 
Product Development and Supply Chain Management     938  
General and Administrative     487  
Operations     2,948  
Sales and Marketing     137  
Technology     202  
Business Development     148  
Logistics     104  
Total     4,964  

 

Our total remuneration cost incurred for the six months ended December 31, 2023 was RMB580.8 million, while it was RMB819.6 million for the year ended June 30, 2023.

 

The number of employees employed by the Company varies from time to time depending on needs and employees are remunerated based on industry practice. The remuneration policy and package of the Group’s employees are periodically reviewed. Apart from pension funds and in-house training programmes, discretionary bonuses, share awards and share options from the Company’s share incentive plan may be awarded to employees according to the assessment of individual performance.

 

21 


 

REVISION OF ANNUAL CAPS AND RENEWAL OF THE EXISTING CONTINUING CONNECTED TRANSACTIONS

 

Reference is made to the annual results announcement of the Company dated September 15, 2023 (“2023 ARA”) in relation to the continuing connected transactions of the Company and the announcement in relation to the change of financial year end date of the Company dated January 17, 2024.

 

Pursuant to the framework agreement (the “IP Licensing, Sales and Distribution Framework Agreement”) entered between Miniso Hong Kong Limited (“MINISO HK”), for itself and on behalf of other members of the Group, and MINISO Lifestyle Nigeria Limited (“MINISO Nigeria”) on June 27, 2022, MINISO HK grants to MINISO Nigeria (i) exclusive licenses for the use of certain intellectual property rights in Nigeria owned by MINISO HK, including but not limited to trademarks, particular package and decoration, patents, technical know-how and operation standard (the “Licensed IP Rights”) that are owned by us charged by a one-off license fee based on the term of the licensing arrangement; and (ii) an exclusive right to establish MINISO stores in Nigeria as a distributor of the Group, with effect from July 13, 2022. MINISO Nigeria will use the Licensed IP Rights within the scope specified in the IP Licensing, Sales and Distribution Framework Agreement. In addition, under the agreement, MINISO HK will sell and distribute to MINISO Nigeria the products under the brand of MINISO, including products which comprise intellectual property licensed by external IP licensors collaborating with the brand of MINISO.

 

The existing annual caps of the transaction amount in respect of the IP Licensing, Sales and Distribution Framework Agreement were as follows:

 

    For the year ending  
    June 30,  
    2024     2025  
             
    (RMB in million)  
Annual caps in respect of the IP Licensing, Sales and  Distribution Framework Agreement     36.0       50.0  

 

In order to align with the new financial year end date of the Company, MINISO Development Hong Kong Limited (“MINISO Development HK”) for itself and on behalf of other members of the Group, entered into a revised framework agreement (the “Revised IP Licensing, Sales and Distribution Framework Agreement”) with MINISO Nigeria on March 12, 2024 with a term commencing on the date of the agreement and ending on December 31, 2026 (both days inclusive).

 

The annual caps for the Revised IP Licensing, Sales and Distribution Framework Agreement having aligned with the new financial year end dates are set as follows:

 

    For the year ending December 31,  
    2024     2025     2026  
                   
    (RMB in million)  
Annual caps in respect of the Revised IP Licensing, Sales and Distribution Framework Agreement     46.0       52.0       66.0  

 

22 


 

Furthermore, in light of the change of financial year end, the annual cap for the six months ended December 31, 2023 has been revised to be RMB18.0 million, which has been pro-rated with reference to the previous annual cap of RMB36.0 million for the year ending June 30, 2024 before the change of the financial year end.

 

Basis for the annual caps

 

The annual caps for the Revised IP Licensing, Sales and Distribution Framework Agreement were determined with reference to:

 

(a) the historical transaction amounts and the existing agreements and projects between the Group and MINISO Nigeria;

 

(b) the expected demand of MINISO Nigeria for the products based on their business needs;

 

(c) the pricing policy of the Group with reference to the comparable profit margin of other overseas distributors of the Company and the prevailing profit margin in the market for comparable products; and

 

(d) the resources budgeted by Group for the supply of products to MINISO Nigeria.

 

Reasons for revising the annual caps

 

To align with the new financial year end date of the Company, the Company proposed to revise the annual caps for the existing continuing connected transactions, such that the revised annual caps, to the extent possible, will cover the years ending December 31.

 

The Board (including the independent non-executive Directors) is of the view that the revised annual caps of the Revised IP Licensing, Sales and Distribution Framework Agreement are on normal commercial terms, which are fair and reasonable, and in the interest of the Company and the shareholders of the Company as a whole.

 

Reasons for and benefits of the transaction

 

As the Licensed IP Rights has obtained wide consumer and social recognition with substantial reputation and goodwill in the “MINISO” brand, the Directors considered that granting of the Licensed IP Rights to MINISO Nigeria, being the Group’s distributor, will enable MINISO Nigeria to leverage on the popularity and reputation of the Group, thereby further promote the sale of IP Licensed Products and contribute to the growth of the Group’s business.

 

The Directors (including the independent non-executive Directors) are of the view that the Revised IP Licensing, Sales and Distribution Framework Agreement is entered into on normal commercial terms that are fair and reasonable, in the ordinary and usual course of business of the Company, and in the interests of the Company and the shareholders as a whole.

 

Pricing policy

 

The price of the products shall be fair and reasonable and determined with reference to the cost of production of the relevant products, plus a profit margin of a range between 30% to 40% determined through arm’s length negotiation with reference to the comparable profit margin of other overseas distributors of the Company and the prevailing profit margin in the market for comparable products.

 

23 


 

The license fee is a one-off fixed fee of up to RMB6.0 million for the term of the relevant agreement. It is determined based on various factors, including but not limited to location of the stores, local economic conditions and the number of stores owned by the relevant distributors. The license fees may be waived for distributors who operate a large number of stores and/or with whom the Company has had a long-term relationship.

 

Historical transaction amounts

 

The historical transaction amounts for the year ended June 30, 2022 were nil. The transaction amounts for the year ended June 30, 2023 were approximately RMB18.0 million and approximately RMB11.6 million for the six months ended December 31, 2023.

 

Listing Rules implications

 

Mr. Ye is the chairman of the Board, an executive Director, the chief executive officer and a controlling shareholder of the Company and therefore a connected person of the Company under the Rules Governing the Listing of Securities on the HKEX (the “Listing Rules”).

 

As MINISO Nigeria is controlled by YGF MC Limited which is wholly-owned by Mr. Ye, MINISO Nigeria is an associate of Mr. Ye and therefore also a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Revised IP Licensing, Sales and Distribution Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Save for Mr. Ye, none of the Directors had a material interest in the matters contemplated therein nor was any of them required to abstain from voting on the relevant Board resolutions approving the Revised IP Licensing, Sales and Distribution Framework Agreement and the transactions contemplated thereunder.

 

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of revised annual caps of the transactions under the Revised IP Licensing, Sales and Distribution Framework Agreement are more than 0.1% but less than 5%, the transactions under the Revised IP Licensing, Sales and Distribution Framework Agreement constitute continuing connected transactions for the Company which will continue to be subject to the reporting, announcement and annual review requirements, but exempt from independent shareholders’ approval requirements pursuant to Rule 14A.76(2) of the Listing Rules.

 

Information of the parties

 

The Group: The Company was incorporated in the Cayman Islands on January 7, 2020, as an exempted company with limited liability under the Companies Law of the Cayman Islands. The principal activity of the Company is investment holding. The principal businesses of the Group are the retail and wholesale of lifestyle and pop toy products across the PRC, other parts of Asia, America, Europe and certain other countries.

 

MINISO Development HK: MINISO Development HK is a limited liability company incorporated in Hong Kong on February 26, 2020 and an indirect wholly-owned subsidiary of the Company. It is principally engaged in commodity trading and brand management.

 

MINISO Nigeria: MINISO Nigeria is a limited liability company established under the laws of Nigeria on May 3, 2017. It is controlled by YGF MC Limited which is wholly-owned by Mr. Ye. MINISO Nigeria is a distributor of the Company and is principally engaged in the distribution of lifestyle products to retail customers in Nigeria.

 

24 


 

CORPORATE GOVERNANCE

 

The Board is committed to achieving high corporate governance standards. The Board believes that high corporate governance standards are essential in providing a framework for the Company to safeguard the interests of shareholders and to enhance corporate value and accountability.

 

Compliance with the Corporate Governance Code

 

We have complied with all the applicable code provisions of the Corporate Governance Code (the “Corporate Governance Code”) set forth in Part 2 of Appendix C1 (formerly Appendix 14) to the Listing Rules for the six months ended December 31, 2023, save for the following.

 

Code provision C.2.1 of the Corporate Governance Code recommends, but does not require, that the roles of chairman of the Board and chief executive officer should be separate and should not be performed by the same individual.

 

The Company deviates from this code provision as we do not have a separate chairman and chief executive officer and Mr. Ye Guofu (“Mr. Ye”) currently performs these two roles of the Company. Mr. Ye is our founder and has extensive experience in our business operations and management. The Board believes that vesting the roles of both chairperson and chief executive officer in the same person has the benefit of ensuring consistent leadership within our Group and enables more effective and efficient overall strategic planning for our Group. The Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable our Company to make and implement decisions promptly and effectively. The Board will continue to review and consider splitting the roles of chairman of the Board and the chief executive officer of our Company if and when it is appropriate taking into account the circumstances of the Group as a whole.

 

Compliance with the Model Code for Securities Transactions by Directors

 

The Company has adopted the Management Trading of Securities Policy (the “Code”), with terms no less exacting that the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix C3 (formerly Appendix 10) to the Listing Rules, as its own securities dealing code to regulate all dealings by Directors and relevant employees of securities in the Company and other matters covered by the Code.

 

On November 15, 2022, The Stock Exchange of Hong Kong Limited (the “HKEX”) granted a waiver to the Company from strict compliance with Rules A.1, A.3(a) and B.8 of the Model Code in relation to the proposed Rule 10b5-1 trading plan entered into by Mr. Ye.

 

Specific enquiry has been made to all the Directors and each of the Directors has confirmed that he/she has complied with the Code during the six months ended December 31, 2023.

 

25 


 

BOARD COMMITTEES

 

To oversee particular aspects of the Company’s affairs, the Board has established three Board committees, including the Audit Committee, the compensation committee (the “Compensation Committee”) and the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) (together, the “Board Committees”). The Board has delegated to the Board Committees responsibilities as set out in their respective terms of reference.

 

Audit Committee

 

The Company has established the Audit Committee in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code.

 

The Audit Committee comprises three independent non-executive Directors, namely Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping. Ms. XU Lili, being the chairwoman of the Audit Committee, is appropriately qualified as required under Rule 3.10(2) of the Listing Rules.

 

The primary duties of the Audit Committee are:

 

(a) to monitor the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

 

(b) to review the adequacy of our internal control over financial reporting; and

 

(c) to review all related party transactions for potential conflict of interest situations and approving all such transactions.

 

26 


 

The Audit Committee has reviewed the unaudited consolidated results of the Company for the six months ended December 31, 2023 and has met with the independent auditor, KPMG. The Audit Committee has also discussed matters with respect to the accounting policies and practices adopted by the Company and internal control and financial reporting matters with senior management members of the Company.

 

The unaudited financial information disclosed in this announcement is preliminary. The audit of the financial statements and related notes to be included in the Company’s annual report to shareholders for the six months ended December 31, 2023 is still in progress. The figures in respect of the Company’s unaudited consolidated statement of financial position, unaudited consolidated statement of profit or loss, unaudited consolidated statement of profit or loss and other comprehensive income, unaudited consolidated statement of changes in equity and unaudited consolidated statement of cash flows and the related notes thereto as of and for the six months ended December 31, 2023 as set out in the preliminary announcement have been compared by the Company’s auditor, KPMG, to the amounts set out in the Company’s draft consolidated financial statements for the period and the amounts were found to be in agreement. The work performed by KPMG in this respect did not constitute an audit, review or other assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants and consequently no assurance has been expressed by KPMG.

 

Compensation Committee

 

The Company has established the Compensation Committee in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code.

 

The Compensation Committee comprises three independent non-executive Directors, namely Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping and an executive Director, namely Mr. Ye. Mr. ZHU Yonghua is the chairman of the Compensation Committee.

 

The primary duties of the Compensation Committee are:

 

(a) to review and make recommendations to the Board with respect to Directors’ compensation;

 

(b) to evaluate the performance of our chief executive officer and chief financial officer and review and make recommendations to the Board regarding the terms of their compensation; and

 

(c) to review and approve the compensation of our other executive officers and senior management.

 

Nominating and Corporate Governance Committee

 

The Company has established the Nominating and Corporate Governance Committee in compliance with Rule 3.27A of the Listing Rules and the Corporate Governance Code.

 

The Nominating and Corporate Governance Committee comprises three independent non-executive Directors, namely Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping and an executive Director, namely Mr. Ye. Mr. WANG Yongping is the chairman of the Nominating and Corporate Governance Committee.

 

27 


 

The primary duties of the Nominating and Corporate Governance Committee are:

 

(a) in respect of its nomination functions, to develop and recommend to the Board criteria for Board and committee membership, recommend to the Board the persons to be nominated for election as Directors and to each of the Board Committees, and develop and recommend to the Board a set of corporate governance guidelines; and

 

(b) in respect of its corporate governance functions, to ensure that our Company is operated and managed for the benefit of all shareholders and to ensure our Company’s compliance with the Listing Rules and safeguards relating to the weighted voting rights structures of our Company.

 

OTHER INFORMATION

 

Purchase, Sale or Redemption of the Company’s Listed Securities

 

During the six months ended December 31, 2023, the Company repurchased a total of 708,400 ordinary shares of the Company (the “Shares”) at an aggregate consideration (including all the relevant expenses) of HK$26,290,421 on the HKEX and a total of 362,527 ADSs at an aggregate consideration (including all the relevant expenses) of US$6,981,016 on the New York Stock Exchange.

 

Particulars of the repurchases made by the Company during the six months ended December 31, 2023 are as follows:

 

HKEX

     No. of Shares   Price paid per Share   Aggregate
consideration
paid (including
all the relevant
Trading Month   repurchased   Highest price   Lowest price   expenses)
      (HK$)   (HK$)   (HK$)
December 2023   708,400   37.85   36.35   26,290,421

 

New York Stock Exchange

 

     No. of Shares   Price paid per Share   Aggregate
consideration
paid (including
all the relevant
Trading Month   repurchased   Highest price   Lowest price   expenses)
        (US$)   (US$)   (US$)
December 2023   1,450,108   4.9825   4.57   6,981,016

 

Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s securities listed on the HKEX or on the New York Stock Exchange during the six months ended December 31, 2023.

 

28 


 

Use of Proceeds from the Global Offering

 

On July 13, 2022, the Shares were listed on the Main Board of the HKEX (the “Listing”). The net proceeds from the global offering were HK$482.1 million. As of December 31, 2023, there has been no change in the intended use of net proceeds as previously disclosed in the section headed “Future Plans and Use of Proceeds” in the prospectus of the Company dated June 30, 2022. The Company expects to fully utilize the residual amount of the net proceeds in accordance with such intended purposes within 48 months from the Listing.

 

As of December 31, 2023, the Group had utilized the net proceeds as set out in the table below:

 

Purpose   % of total
net proceeds
    Amount
of net
proceeds
    Unutilized
amount as at
June 30, 2023
    Amount of
net proceeds
utilized
during the six
months ended
December 31,
2023
    Amount of
net proceeds
unutilized
amount as of
December 31,
2023
 
          (HK$ million)     (HK$ million)     (HK$ million)     (HK$ million)  
Store network expansion and upgrade   25 %   120.5              
Supply chain improvement and product development   20 %   96.4              
Strengthen our technology capabilities   20 %   96.4     49.4     28.8     20.6  
Invest in brand promotion and incubation   20 %   96.4              
Capital expenditures, which may include, among others, acquisitions of, or investments in, businesses or assets that complement our business   5 %   24.2              
Working capital and general corporate purposes   10 %   48.2              
Total   100 %   482.1     49.4     28.8     20.6  

 

Dividend

 

On March 12, 2024, the Board approved the distribution of a special cash dividend in the amount of US$0.2900 per ADS or US$0.0725 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on March 28, 2024, New York Time and Beijing/Hong Kong Time, respectively. The payment date is expected to be on April 9, 2024 for holders of ordinary shares and around April 12, 2024 for holders of ADSs. The ex-dividend date will be March 27, 2024. The aggregate amount of cash dividend to be paid is approximately US$90.5 million (RMB651.5 million at an exchange rate of RMB7.1977 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 2023 and will be distributed from additional paid-in capital and settled by a cash distribution.

 

For holders of ordinary shares, in order to qualify for the special dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 P.M. on March 28, 2024 (Beijing/Hong Kong Time).

 

29 


 

Unaudited Consolidated Statement of Profit or Loss

(Expressed in thousands of Renminbi, except for per share data)

 

    Note     For the
year ended
June 30,
2023
    For the
six months
ended
December 31,
2023
 
          RMB’000     RMB’000  
Revenue     3     11,473,208     7,632,467  
Cost of sales     5     (7,030,156 )   (4,391,428 )
Gross profit           4,443,052     3,241,039  
Other income     4     17,935     18,993  
Selling and distribution expenses     5     (1,716,093 )   (1,363,114 )
General and administrative expenses     5     (633,613 )   (357,689 )
Other net income     6     114,106     21,105  
Reversal of credit loss/(credit loss) on  trade and other receivables           1,072     (2,080 )
Impairment loss on non-current assets           (3,448 )   (4,547 )
                     
Operating profit           2,223,011     1,553,707  
Finance income           145,225     123,969  
Finance costs           (34,622 )   (25,202 )
                     
Net finance income     7     110,603     98,767  
                     
Share of profit of equity-accounted investees, net of tax               268  
                     
Profit before taxation           2,333,614     1,652,742  
Income tax expense     8     (551,785 )   (396,665 )
                     
Profit for the year/period           1,781,829     1,256,077  
                     
Attributable to:                    
Equity shareholders of the Company           1,768,926     1,248,405  
Non-controlling interests           12,903     7,672  
                     
Profit for the year/period           1,781,829     1,256,077  
                     
Earnings per share                    
Basic earnings per share (RMB)     9     1.42     1.00  
Diluted earnings per share (RMB)     9     1.41     1.00  

 

30 


 

 

Unaudited Consolidated Statement of Profit or Loss and other Comprehensive Income

(Expressed in thousands of Renminbi)

 

    For the
year ended
June 30,
2023
   

For the

six months

ended

December 31,

2023

 
    RMB’000     RMB’000  
Profit for the year/period     1,781,829       1,256,077  
                 
Items that may be reclassified subsequently to profit or loss:                
Exchange differences on translation of financial statements of foreign operations     41,198       (32,504 )
Other comprehensive income/(loss) for the year/period     41,198       (32,504 )
Total comprehensive income for the year/period     1,823,027       1,223,573  
                 
Attributable to:                
Equity shareholders of the Company     1,803,797       1,217,804  
Non-controlling interests     19,230       5,769  
Total comprehensive income for the year/period     1,823,027       1,223,573  

 

31 


 

Unaudited Consolidated Statement of Financial Position

(Expressed in thousands of Renminbi)

 

          As at June 30,    

As at

December 31,

 
    Note     2023     2023  
          RMB’000     RMB’000  
ASSETS                      
Non-current assets                      
Property, plant and equipment   10       534,634       769,306  
Right-of-use assets   11       2,552,600       2,900,860  
Intangible assets           25,277       19,554  
Goodwill           21,069       21,643  
Deferred tax assets           161,617       104,130  
Other investments   12       73,870       90,603  
Trade and other receivables   14       74,641       135,796  
Term deposits           100,000       100,000  
Interests in equity-accounted investees                 15,783  
            3,543,708       4,157,675  
                       
Current assets                      
Other investments   12       205,329       252,866  
Inventories   13       1,450,519       1,922,241  
Trade and other receivables   14       1,150,156       1,518,357  
Cash and cash equivalents   15       6,489,213       6,415,441  
Restricted cash   16       27,073       7,970  
Term deposits           581,715       210,759  
            9,904,005       10,327,634  
Total assets           13,447,713       14,485,309  

 

32 


 

          As at June 30,    

As at

December 31,

 
    Note     2023     2023  
          RMB’000     RMB’000  
EQUITY                      
Share capital   18       95       95  
Additional paid-in capital   18       7,254,871       6,331,375  
Other reserves           1,106,718       1,114,568  
Retained earnings           539,331       1,722,157  
                       

Equity attributable to equity shareholders of the Company

          8,901,015       9,168,195  
Non-controlling interests           17,253       23,022  
Total equity           8,918,268       9,191,217  
                       
LIABILITIES                      
Non-current liabilities                      
Contract liabilities           46,754       40,954  
Loans and borrowings           7,215       6,533  
Other payables   17             12,411  
Lease liabilities           556,801       797,986  
Deferred income           33,080       29,229  
            643,850       887,113  
                       
Current liabilities                      
Loans and borrowings                 726  
Trade and other payables   17       3,019,302       3,389,826  
Contract liabilities           292,887       324,028  
Lease liabilities           328,933       447,319  
Deferred income           6,778       6,644  
Current taxation           237,695       238,436  
            3,885,595       4,406,979  
Total liabilities           4,529,445       5,294,092  
Total equity and liabilities           13,447,713       14,485,309  

 

33 


 

Unaudited Consolidated Statement of Changes in Equity

(Expressed in thousands of Renminbi)

 

    Attributable to equity shareholders of the Company              
    Share
capital
    Additional
paid-in
capital
    Merger
reserve
    Treasury
shares
    Share-based
payment
reserve
    Translation
reserve
    PRC
statutory
reserve
    (Accumulated
losses)/
retained
earnings
    Total     Non-
controlling
interests
    Total
equity
 
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
    Note 18     Note 18           Note 18                                            
Balance at July 1, 2022     92       7,982,824       117,912       (83,796 )     850,592       19,491       89,108       (1,944,581 )     7,031,642       (4,242 )     7,027,400  
                                                                                         
Changes in equity for the year ended June 30, 2023                                                                                        
Profit for the year                                               1,768,926       1,768,926       12,903       1,781,829  
Other comprehensive income for the year                                   34,871                   34,871       6,327       41,198  
Total comprehensive income for the year                                   34,871             1,768,926       1,803,797       19,230       1,823,027  
                                                                                         
Issuance of ordinary shares relating to Hong Kong public offering and exercise of the over-allotment option, net of underwriting commissions and other issuance costs     3       408,018                                           408,021             408,021  
Dividend declared           (370,787 )                                         (370,787 )           (370,787 )
Offset of accumulated losses           (730,898 )                                   730,898                    
Exercise of options and subscription of restricted share units     *     380                                           380             380  
Release of ordinary shares from share incentive plan     *     (616 )           616                                            
Repurchase of shares                       (32,711 )                             (32,711 )           (32,711 )
Cancellation of shares         (31,841 )           31,841                                            
Equity settled share-based transactions                             62,882                         62,882             62,882  
Appropriation to statutory reserve                                         15,912       (15,912 )                  
Acquisition of non-controlling interests           (2,209 )                                         (2,209 )     2,166       (43 )
Acquisition of a subsidiary with non-controlling interests                                                           99       99  
Balance at June 30, 2023     95       7,254,871       117,912       (84,050 )     913,474       54,362       105,020       539,331       8,901,015       17,253       8,918,268  

 

* The amount was less than RMB1,000.

 

34 


 

    Attributable to equity shareholders of the Company              
   

Share

capital

   

Additional

paid-in

capital

   

Merger

reserve

   

Treasury

shares

   

Share-based

payment

reserve

   

Translation

reserve

   

PRC

statutory

reserve

   

Retained

earnings

    Total    

Non-

controlling

interests

   

Total

equity

 
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
    Note 18     Note 18           Note 18                                            
Balance at July 1, 2023     95       7,254,871       117,912       (84,050 )     913,474       54,362       105,020       539,331       8,901,015       17,253       8,918,268  
Changes in equity for the six months ended December 31, 2023                                                                                        
Profit for the period                                               1,248,405       1,248,405       7,672       1,256,077  
Other comprehensive income for the period                                   (30,601 )                 (30,601 )     (1,903 )     (32,504 )
Total comprehensive income for the period                                   (30,601 )           1,248,405       1,217,804       5,769       1,223,573  
Dividend declared           (923,664 )                                         (923,664 )           (923,664 )
Exercise of options and subscription of restricted share units     *     168                                           168             168  
Repurchase of shares                       (73,560 )                             (73,560 )           (73,560 )
Equity settled share-based transactions                             46,432                         46,432             46,432  
Appropriation to statutory reserve                                         65,579       (65,579 )                  
Balance at December 31, 2023     95       6,331,375       117,912       (157,610 )     959,906       23,761       170,599       1,722,157       9,168,195       23,022       9,191,217  

 

* The amount was less than RMB1,000.

 

35 


 

Unaudited Consolidated Statement of Cash Flows

(Expressed in thousands of Renminbi)

 

          For the
year ended
June 30,
   

For the

six months

ended

December 31,

 
    Note     2023     2023  
          RMB’000     RMB’000  
Cash flows from operating activities                      
Cash generated from operations           2,084,952       1,448,307  
Income tax paid           (418,922 )     (350,766 )
Net cash from operating activities           1,666,030       1,097,541  
                       
Cash flows from investing activities                      
Payment for purchases of property, plant, equipment and intangible assets           (174,147 )     (264,766 )
Proceeds from disposal of property, plant and equipment and intangible assets           5,224       427  
Refund of prepayments           200,000        
Payments for purchases of other investments           (7,880,763 )     (2,553,982 )
Proceeds from disposal of other investments           7,808,395       2,503,982  
Placement of term deposits           (761,371 )     (210,405 )
Release of term deposits           316,542       581,371  
Interest income           145,225       122,231  
Investment income from other investments           42,921       14,281  
Payments for investments in equity-accounted investees                 (16,066 )
Acquisition of a subsidiary, net of cash acquired           4,568        
Net cash (used in)/from investing activities           (293,406 )     177,073  

 

36 


 

          For the
year ended
June 30,
   

For the

six months

ended

December 31,

 
    Note     2023     2023  
          RMB’000     RMB’000  
Cash flows from financing activities                      
Proceeds from Hong Kong public offering and exercise
 of the over-allotment option, net of underwriting
 commissions and other issuance costs
          469,683        
Proceeds from capital injection from shareholders,
 subscription of restricted shares, restricted share
 units and exercise of options
          382       168  
Repayment of loans and borrowings           (206 )      
Payment of capital element and interest element
 of lease liabilities
          (346,008 )     (236,519 )
Payments of repurchase of shares           (32,711 )     (73,560 )
Prepayments for repurchase of shares           (3,693 )     (87,324 )
Dividends paid           (370,787 )     (923,664 )
Payments of listing expenses relating to Hong Kong
 public offering
          (42,616 )      
Net cash used in financing activities           (325,956 )     (1,320,899 )
                       
Net increase/(decrease) in cash and cash equivalents           1,046,668       (46,285 )

Cash and cash equivalents at the beginning of the year/period

          5,348,492       6,489,213  
Effect of movements in exchange rates on cash held           94,053       (27,487 )
Cash and cash equivalents at the end of the year/period   15       6,489,213       6,415,441  

 

37 


 

NOTES

(Expressed in thousands of Renminbi unless otherwise indicated)

 

1 Basis of preparation and changes in accounting policies

 

(a) Basis of preparation

 

The financial information set out in this announcement does not constitute the Group’s unaudited consolidated financial statements for the six months ended December 31, 2023, but is derived from those unaudited financial statements. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”), and the disclosure requirements of the Hong Kong Companies Ordinance. These financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the HKEX.

 

The Company has changed its financial year end date from June 30 to December 31. Accordingly, the consolidated financial statements of the Group are for the six months ended December 31, 2023. The comparable amounts presented in these consolidated financial statements for the year ended June 30, 2023 are therefore not comparable.

 

The measurement basis used in the preparation of the financial statements is the historical cost basis except that other investments are stated at fair value.

 

(b) Changes in accounting policies

 

The Group has applied the following new and amended IFRSs issued by the IASB to the financial statements for the six months ended December 31, 2023:

 

Amendments to International Accounting Standards (“IAS”) 1 and IFRS Practice Statement 2, Disclosure of Accounting Policies

 

Amendments to IAS 12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction

 

IFRS 17, Insurance Contracts and Amendment to IFRS 17, Insurance Contracts

 

Amendments to IAS 8, Definition of Accounting Estimates

 

The Group has not applied any new standard or interpretation that is not yet effective for the six months ended December 31, 2023. Impacts of the adoption of the new and amended IFRSs are discussed below:

 

Amendments to IAS 1 and IFRS Practice Statement 2, Disclosure of Accounting Policies

 

The amendments require entities to disclose material accounting policy information and provide guidance on applying the concept of materiality to accounting policy disclosure. The Group has considered the accounting policy information it has been disclosing and determined that it is consistent with the requirements of the amendments.

 

38 


 

Amendments to IAS 12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction

 

The amendments narrow the scope of the initial recognition exemption such that it does not apply to transactions that give rise to equal and offsetting temporary differences on initial recognition such as leases and decommissioning liabilities. For leases and decommissioning liabilities, the associated deferred tax assets and liabilities are required to be recognized from the beginning of the earliest comparative period presented, with any cumulative effect recognized as an adjustment to retained earnings or other components of equity at that date. For all other transactions, the amendments are applied to those transactions that occur after the beginning of the earliest period presented.

 

Prior to the amendments, the Group did not apply the initial recognition exemption to lease transactions and had recognized the related deferred tax, except that the Group previously determined the temporary difference arising from a right-of-use asset and the related lease liability on a net basis on the basis they arise from a single transaction. Following the amendments, the Group has determined the temporary differences in relation to right-of-use assets and lease liabilities separately. The change primarily impacts disclosures of components of deferred tax assets and liabilities, but does not impact the overall deferred tax balances presented in the consolidated statement of financial position as the related deferred tax balances qualify for offsetting under IAS 12.

 

Other than the Amendments to IAS 1 and IFRS Practice Statement 2, Disclosure of Accounting Policies and the Amendments to IAS 12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction, the other two developments do not have a material effect on how the Group’s results and financial position for the current or prior periods have been prepared or presented.

 

2 Segment reporting

 

The Group manages its businesses by divisions, which are organized by a mixture of both brands and geography. In a manner consistent with the way in which information is reported internally to the Group’s most senior executive management for the purposes of resource allocation and performance assessment, the Group has presented two reportable segments of MINISO brand and TOP TOY brand during the year ended June 30, 2023 and the six months ended December 31, 2023.

 

Other operating segments have been aggregated and presented as “other segment”. Business included as other segment did not meet the quantitative thresholds for reportable segments for the year ended June 30, 2023 and the six months ended December 31, 2023. The segment information is as follows:

 

Reportable segments Operations

 

 

MINISO brand Design, buying and sale of lifestyle products
TOP TOY brand Design, buying and sale of pop toys

 

39 


 

(i) Segment results, assets and liabilities

 

Information related to each reportable segment is set out below. Segment profit/(loss) before taxation is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments.

 

    As at and for the year ended June 30, 2023  
    Reportable segments     Other
segment
    Total  
    MINISO
brand
    TOP TOY
brand
    Total
reportable
segments
             
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
External revenues     10,861,222       533,367       11,394,589       78,619       11,473,208  
Inter-segment revenue     71       7,946       8,017       367,032       375,049  
                                         
Segment revenue     10,861,293       541,313       11,402,606       445,651       11,848,257  
Segment profit/(loss) before taxation     2,354,357       (20,412 )     2,333,945       17,814       2,351,759  
Finance income     139,577       1,201       140,778       2,969       143,747  
Finance costs     (29,751 )     (4,863 )     (34,614 )     (8 )     (34,622 )
Depreciation and amortization     (302,070 )     (64,405 )     (366,475 )     (4,339 )     (370,814 )
Other material non-cash items:                                        
– reversal of credit loss/(credit loss)
  on trade and other receivables
    1,409       (246 )     1,163       (91 )     1,072  
– impairment loss on non-current assets     (1,433 )     (2,015 )     (3,448 )           (3,448 )
Segment assets     10,573,747       361,397       10,935,144       190,366       11,125,510  

Additions to non-current assets

 during the year*

    933,768       37,434       971,202       4,221       975,423  
Segment liabilities     3,937,784       493,044       4,430,828       43,699       4,474,527  

 

40 


 

 

    As at and for the six months ended December 31, 2023  
    Reportable segments     Other
segment
    Total  
      MINISO brand       TOP TOY brand       Total reportable segments              
      RMB’000       RMB’000       RMB’000       RMB’000       RMB’000  
External revenues     7,251,610       368,842       7,620,452       12,015       7,632,467  
Inter-segment revenue     2,198       4,172       6,370       93,921       100,291  
                                         
Segment revenue     7,253,808       373,014       7,626,822       105,936       7,732,758  
Segment profit before taxation     1,644,839       6,479       1,651,318       2,924       1,654,242  
Finance income     120,064       640       120,704       1,911       122,615  
Finance costs     (23,042 )     (2,146 )     (25,188 )     (14 )     (25,202 )
Depreciation and amortization     (245,796 )     (31,906 )     (277,702 )     (3,058 )     (280,760 )
Other material non-cash items:                                        
– (credit loss)/reversal of credit loss on trade and other receivables     (2,791 )     988       (1,803 )     (277 )     (2,080 )
– impairment loss on non-current assets     (3,682 )     (865 )     (4,547 )           (4,547 )
Segment assets     11,547,381       400,602       11,947,983       191,275       12,139,258  
Additions to non-current assets during the period*     733,107       75,329       808,436       2,941       811,377  
Segment liabilities     4,841,577       335,870       5,177,447       41,403       5,218,850  

 

 

Note:

 

* The additions to non-current assets do not include additions to deferred tax assets, non-current prepayments, non-current trade receivables and non-current other investments.

 

41


 

(ii) Reconciliations of information on reportable segments to the amounts reported in the financial statements

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
i. Revenue                
Total revenue for reportable segments     11,402,606       7,626,822  
Revenue for other segment     445,651       105,936  
Elimination of inter-segment revenue     (375,049 )     (100,291 )
                 
Consolidated revenue     11,473,208       7,632,467  
                 
ii. Profit before taxation                
Total profit before taxation for reportable segments     2,333,945       1,651,318  
Profit before taxation for other segment     17,814       2,924  
Unallocated amounts:                
– Expenses relating to construction of headquarters building and depreciation expense of apartments for use as staff quarters     (18,145 )     (1,500 )
                 
Consolidated profit before taxation     2,333,614       1,652,742  

 

    As at June 30,     As at
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
iii. Assets                
Total assets for reportable segments     10,935,144       11,947,983  
Assets for other segment     190,366       191,275  
Other unallocated amounts                
– Assets relating to construction of headquarters building     2,078,833       2,107,557  
– Apartments for use as staff quarters     243,370       238,494  
                 
Consolidated total assets     13,447,713       14,485,309  
                 
iv. Liabilities                
Total liabilities for reportable segments     4,430,828       5,177,447  
Liabilities for other segment     43,699       41,403  
Other unallocated amounts                
– Liabilities relating to construction of headquarters building     54,918       75,242  
                 
Consolidated total liabilities     4,529,445       5,294,092  

 

42


 

v. Other material items

 

    For the year ended June 30, 2023  
      Reportable
segment
totals
      Other
segment
      Unallocated
amount
      Consolidated
totals
 
      RMB’000       RMB’000       RMB’000       RMB’000  
Finance income     140,778       2,969       1,478       145,225  
Finance costs     (34,614 )     (8 )           (34,622 )
Depreciation and amortization     (366,475 )     (4,339 )     (20,353 )     (391,167 )
Reversal of credit loss/(credit loss) on trade and other receivables     1,163       (91 )           1,072  
Impairment loss on non-current assets     (3,448 )                 (3,448 )

 

    For the six months ended December 31, 2023  
      Reportable
segment
totals
      Other
segment
      Unallocated
amount
      Consolidated
totals
 
      RMB’000       RMB’000       RMB’000       RMB’000  
Finance income     120,704       1,911       1,354       123,969  
Finance costs     (25,188 )     (14 )           (25,202 )
Depreciation and amortization     (277,702 )     (3,058 )     (4,481 )     (285,241 )
Credit loss on trade and other receivables     (1,803 )     (277 )           (2,080 )
Impairment loss on non-current assets     (4,547 )                 (4,547 )

 

(iii) Geographic information

 

The geographic information analyses the Group’s revenue and non-current assets by the Group’s country of domicile and other regions. In presenting the geographic information, segment revenue has been based on the geographic location of customers and segment assets are based on the geographic location of the assets.

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
i.    Revenue                
the PRC (place of domicile)     7,650,821       4,843,127  
Other Asian countries excluding the PRC     1,821,080       1,157,261  
America     1,738,058       1,403,936  
Europe     151,496       154,737  
Others     111,753       73,406  
                 
      11,473,208       7,632,467  

 

43


 

    As at June 30,     As at
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
ii.   Non-current assets                
the PRC (place of domicile)     2,672,426       3,052,525  
Other Asian countries excluding the PRC     121,614       166,623  
America     512,322       644,765  
Europe     1,859       99,029  
                 
      3,308,221       3,962,942  

 

Non-current assets exclude deferred tax assets, non-current prepayments and non-current other investments.

 

3 Revenue

 

The Group’s revenue is primarily derived from the sale of lifestyle and pop toy products through self-operated stores, franchised stores, offline distributors in the PRC and overseas and online sales conducted through the Group’s self-operated online stores on WeChat Mini Program, third-party e-commerce platforms and through online distributors. Other sources of revenue mainly include license fees, sales-based royalties and sales-based management and consultation service fees from franchisees and distributors.

 

(i) Disaggregation of revenue

 

In the following table, revenue from contracts with customers is disaggregated by major products and service lines and timing of revenue recognition.

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
Major products/service lines                
– Sales of lifestyle and pop toy products                
 – Retail sales in self-operated stores     990,048       1,004,114  
 – Product sales to franchisees     5,960,518       3,857,191  
 – Sales to offline distributors     2,612,742       1,660,860  
 – Online sales     706,397       355,380  
 – Other sales channels     87,530       44,149  
                 
 Sub-total     10,357,235       6,921,694  

 

44


 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
– License fees, sales-based royalties, and sales-based management and consultation service fees                
 – License fees     84,711       37,074  
 – Sales-based royalties     102,089       66,113  
 – Sales-based management and consultation service fees     500,775       323,182  
                 
 Sub-total     687,575       426,369  
                 
– Others*     428,398       284,404  
                 
      11,473,208       7,632,467  
                 
Timing of revenue recognition                
– Point in time     10,619,987       7,195,509  
– Over time     853,221       436,958  
                 
Revenue from contracts with customers     11,473,208       7,632,467  

 

 

Note:

 

* Others mainly represented sales of fixtures to franchisees and distributors and membership fee income.

 

4 Other income

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
Tax refund     2,660       469  
Government grants (i)     8,807       8,091  
Income from depositary bank (ii)     6,468       10,433  
                 
      17,935       18,993  

 

 

Notes:

 

(i) Government grants mainly represented unconditional cash awards granted by the local authorities in the PRC.

 

(ii) The Company received an initial payment of USD4,690,000 (equivalent to RMB30,995,000) from depositary bank in December 2020, in connection with the establishment and maintenance of depositary receipt. The amount was amortized using the straight-line method over a five-year arrangement period. In addition, the Company received rebate of fees from depositary bank of USD1,107,000 (equivalent to RMB7,940,000) during the six months ended December 31, 2023.

 

45


 

5 Expenses by nature

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
Cost of inventories     6,859,362       4,292,806  
Payroll and employee benefits (i)     819,592       580,801  
Rental and related expenses     69,174       80,847  
Depreciation and amortization (ii)     391,167       285,241  
Licensing expenses     249,437       178,241  
Promotion and advertising expenses     315,976       246,883  
Logistics expenses     295,933       203,024  
Travelling expenses     66,544       45,827  
Other expenses     312,677       198,561  
                 
Total cost of sales, selling and distribution and general and administrative expenses     9,379,862       6,112,231  

 

 

Notes:

 

(i) Payroll and employee benefits are analyzed as follows:

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
Salaries, wages and bonus     657,236       463,208  
Contributions to social security contribution plan     75,168       53,977  
Welfare expenses     24,306       17,184  
Equity-settled share-based payment expenses     62,882       46,432  
                 
      819,592       580,801  

 

(ii) Depreciation and amortization are analyzed as follows:

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
Property, plant and equipment     70,706       59,652  
Right-of-use assets     334,193       239,787  
Less: amount capitalized as construction in progress     (33,907 )     (22,604 )
Intangible assets     20,175       8,406  
                 
      391,167       285,241  

 

46


 

6 Other net income

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
Net foreign exchange gain/(loss)(i)     109,095       (15,025 )
Losses on disposal of property, plants and equipment and intangible assets     (5,350 )     (1,632 )
Investment income from other investments     42,921       14,281  
Scrap income     12,137       5,912  
Net change in fair value of other investments     (3,692 )     14,270  
(Provision)/reversal of litigation compensation(ii)     (37,710 )     408  
Gains relating to cancellation and modification of lease contracts     193       4,821  
Others     (3,488 )     (1,930 )
                 
      114,106       21,105  

 

 

Notes:

 

(i) Net foreign exchange gain for the year ended June 30, 2023 was mainly caused by the appreciation of US dollar against Renminbi in certain subsidiaries whose functional currency are Renminbi whereas its holding net assets were mainly denominated in US dollar, which mainly comprised of the US dollar cash and cash equivalents and trade and other receivables.

 

(ii) Litigation compensation for the year ended June 30, 2023 mainly represented the provision made for the lawsuit relating to illicit competition.

 

7 Net finance income

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
Finance income                
 – Interest income     145,225       123,969  
                 
Finance costs                
 – Interest on loans and borrowings     (226 )     (90 )
 – Interest on lease liabilities     (34,396 )     (25,112 )
                 
      (34,622 )     (25,202 )
                 
Net finance income     110,603       98,767  

 

47


 

8 Income taxes

 

(a) Taxation recognized in consolidated profit or loss:

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
Amounts recognized in consolidated profit or loss                
Current tax                
Provision for the year/period     557,630       339,409  
Deferred tax                
Origination and reversal of temporary differences     (5,845 )     57,256  
                 
Tax expense     551,785       396,665  

 

1) Cayman Islands and the British Virgin Islands (“BVI”)

 

Pursuant to the rules and regulations of the Cayman Islands and the BVI, the Group is not subject to any income tax in the Cayman Islands and the BVI.

 

2) Hong Kong

 

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiaries are subject to Hong Kong Profits Tax at the rate of 16.5% on their taxable income generated from the operations in Hong Kong. A two-tiered profits tax rates regime was introduced in 2018 where the first HKD2 million of assessable profits earned by a company will be taxed at half of the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the Group to benefit from the progressive rates.

 

3) Mainland China

 

Under the Corporate Income Tax (“CIT”) Law, the subsidiaries established in mainland China are subject to a unified statutory CIT rate of 25%.

 

A subsidiary established in Hengqin New Area of Zhuhai, a pilot free trade zone in the PRC, met the criteria for a preferential income tax rate of 15% prior to December 31, 2022.

 

A subsidiary established in Guangzhou Nansha, a pilot free trade zone in the PRC, met the criteria for a preferential income tax rate of 15%.

 

A subsidiary established in Guangzhou, the PRC, is qualified as high and new technology enterprise and is entitled to a preferential income tax rate of 15% for three years ending December 31, 2024.

 

The non-PRC resident entities are subject to PRC withholding tax of 10% on their taxable income derived from mainland China.

 

48


 

4) United States

 

Under United States Internal Revenue Code, the subsidiaries established in United States are subject to a unified Federal CIT rate of 21% and variable state income and franchise tax depends on which state the subsidiaries has nexus with. Most of subsidiaries in United States are operated in the states of California and Texas, and thus they will be subject to state income tax rate of 8.84% and 0.75%, respectively. Other subsidiaries in United States mainly are subject to state income tax rates ranging from 4.9% to 11.5% depending on the location of the operation.

 

5) Indonesia

 

The subsidiary incorporated in Indonesia is subject to the prevailing statutory tax rate of 22% on taxable income.

 

6) India

 

Under the Income Tax Act 1961 enacted in India, the subsidiary incorporated in India is subject to a profit tax rate of 29.12% from fiscal year ended March 31, 2023 and onwards.

 

7) Canada

 

Under the Canadian federal and provincial tax rules, the subsidiaries incorporated in Canada are subject to the combined Canadian federal and provincial statutory income tax rates ranging from 23% to 31% depending on the location of the operation.

 

8) Singapore

 

Under the Income Tax Act enacted in Singapore, the subsidiaries incorporated in Singapore are subject to a tax rate of 17% on its chargeable income.

 

9) Vietnam

 

Under the Law on Corporate Income Tax enacted in Vietnam, the subsidiary incorporated in Vietnam is subject to a tax rate of 20% on its assessable income.

 

49


 

(b) Reconciliation between tax expense and accounting profit at applicable tax rates:

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
Profit before taxation     2,333,614       1,652,742  
                 
Notional tax on profit before taxation, calculated at the rates applicable to profits in the jurisdictions concerned     566,955       394,856  
Tax effect of share-based compensation expenses     15,435       11,401  
Tax effect of other non-deductible expenses     13,666       7,310  
Effect of preferential tax treatments on assessable profits of certain subsidiaries     (42,739 )     (10,756 )
Tax effect of additional deduction on research and development costs     (4,217 )     (3,476 )
Tax effect of exempted and non-taxable income     (7,421 )     (12,481 )
Withholding tax on income of non-PRC resident entities derived from mainland China           4,095  
Effect of unused tax losses not recognized/(being utilized)     22,956       (8,002 )
Effect of deductible temporary differences (being utilized)/not recognized     (12,850 )     13,718  
                 
Actual tax expenses     551,785       396,665  

 

9 Earnings per share

 

(a) Basic earnings per share

 

The calculation of basic earnings per share has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.

 

(i) Profit attributable to ordinary shareholders (basic):

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
      RMB’000       RMB’000  
Profit attributable to the equity shareholders of the Company     1,768,926       1,248,405  
Less:                
 Allocation of undistributed earnings to holders of unvested restricted shares     (424 )      
                 
Profit used to determine basic earnings per share     1,768,502       1,248,405  

 

50


 

The unvested restricted shares granted to employees under the 2020 Share Incentive Plan are entitled to non-forfeitable dividends during the vesting period. For the purpose of calculating basic earnings per share, the numerators are thus be adjusted for the undistributed earnings attributed to these unvested shares in accordance with their participating rights, which have not been recognized in profit or loss.

 

(ii) Weighted-average number of ordinary shares (basic):

 

The weighted average number of ordinary shares of 1,243,320,377 and 1,244,926,865 in issue for the year ended June 30, 2023 and the six months ended December 31, 2023, respectively, were calculated as follows:

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
    Number of
shares
    Number of
shares
 
Issued ordinary share at the beginning of the year/period     1,202,646,619       1,244,854,689  
Effect of shares issued relating to Hong Kong public offering and exercise of the over-  allotment option     40,181,685        
Effect of shares released from share incentive plan     2,878,812       281,729  
Effect of repurchase of shares     (2,386,739 )     (209,553 )
                 
Weighted average number of ordinary shares     1,243,320,377       1,244,926,865  

 

(b) Diluted earnings per share

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.

 

For the year ended June 30, 2023 and the six months ended December 31, 2023, the calculation of diluted earnings per share were based on the profit attributable to ordinary equity shareholders of the Company of RMB1,768,926,000 and RMB1,248,405,000 and the weighted average number of ordinary shares of 1,250,545,116 and 1,251,635,862 shares, respectively, after adjusting by the dilutive effect of share incentive plan, calculated as follows:

 

    For the
year ended
June 30,
    For the
six months
ended
December 31,
 
    2023     2023  
    Number of
shares
    Number of
shares
 
Weighted average number of ordinary shares, basic     1,243,320,377       1,244,926,865  
Dilutive effect of share incentive plan     7,224,739       6,708,997  
                 
Weighted average number of ordinary shares, diluted     1,250,545,116       1,251,635,862  

  

51


 

10 Property, plant and equipment

 

    Apartments    

Leasehold

improvements

   

Office

equipment

   

Store

operating

equipment

   

Motor

vehicles

    Moulds    

Construction

in progress

    Total  
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
Cost:                                                                
At July 1, 2022     242,639       168,120       51,043       46,791       2,347       26,409       58,804       596,153  
Acquisition of a subsidiary           451       888                               1,339  
Additions           8,710       7,348       5,348       675       19,585       155,331       196,997  
Transfer from construction
 in progress
          36,419                               (36,419 )      
Disposals           (75,541 )     (5,611 )     (5,191 )           (253 )     (2,084 )     (88,680 )
Exchange adjustments           9,112       380       (225 )     67             757       10,091  
                                                                 
At June 30, 2023     242,639       147,271       54,048       46,723       3,089       45,741       176,389       715,900  
                                                                 
Additions           18,980       9,177       10,479       306       11,607       254,784       305,333  
Transfer from construction in
 progress
          75,184                               (75,184 )      
Disposals           (12,467 )     (791 )     (6,830 )           (6,445 )           (26,533 )
Exchange adjustments           (2,685 )     (596 )     (541 )     (26 )           (504 )     (4,352 )
                                                                 
At December 31, 2023     242,639       226,283       61,838       49,831       3,369       50,903       355,485       990,348  
                                                                 
Accumulated depreciation:                                                                
At July 1, 2022     (7,538 )     (56,016 )     (24,035 )     (26,651 )     (1,456 )     (17,225 )           (132,921 )
Charge for the year     (8,712 )     (24,270 )     (10,981 )     (4,690 )     (475 )     (21,578 )           (70,706 )
Written back on disposals           44,866       3,058       3,857             63             51,844  
Exchange adjustments           (3,084 )     (887 )     587       (18 )                 (3,402 )
                                                                 
At June 30, 2023     (16,250 )     (38,504 )     (32,845 )     (26,897 )     (1,949 )     (38,740 )           (155,185 )
                                                                 
Charge for the period     (4,357 )     (39,815 )     (5,530 )     (1,206 )     (232 )     (8,512 )           (59,652 )
Written back on disposals           9,226       322       3,866             6,100             19,514  
Exchange adjustments           (270 )     510       236       14                   490  
                                                                 
At December 31, 2023     (20,607 )     (69,363 )     (37,543 )     (24,001 )     (2,167 )     (41,152 )           (194,833 )
                                                                 
Impairment:                                                                
At July 1, 2022           (38,716 )     (1,422 )     (3,200 )                       (43,338 )
Addition           (5,640 )     (591 )     (1,017 )                       (7,248 )
Written back on disposals           24,875             1,140                         26,015  
Exchange adjustments           (2,031 )     197       324                         (1,510 )
                                                                 
At June 30, 2023           (21,512 )     (1,816 )     (2,753 )                       (26,081 )
                                                                 
Addition           (3,459 )           (1,088 )                       (4,547 )
Written back on disposals           2,701             1,167                         3,868  
Exchange adjustments           351       158       42                         551  
                                                                 
At December 31, 2023           (21,919 )     (1,658 )     (2,632 )                       (26,209 )
                                                                 
Net book value:                                                                
At June 30, 2023     226,389       87,255       19,387       17,073       1,140       7,001       176,389       534,634  
                                                                 
At December 31, 2023     222,032       135,001       22,637       23,198       1,202       9,751       355,485       769,306  

 

52 


 

11 Right-of-use assets

 

The analysis of the net book value of right-of-use assets by class of underlying asset is as follows:

 

    Property    

Warehouse

equipment

   

Land use

right

    Total  
      RMB’000       RMB’000       RMB’000       RMB’000  
Cost:                                
At July 1, 2022     1,013,124       10,648       1,782,410       2,806,182  
Acquisition of a subsidiary     10,467                   10,467  
Additions     718,845       143             718,988  
Derecognition     (620,305 )                 (620,305 )
Exchange adjustments     35,218                   35,218  
                                 
At June 30, 2023     1,157,349       10,791       1,782,410       2,950,550  
                                 
Additions     622,913                   622,913  
Derecognition     (113,564 )     (143 )           (113,707 )
Exchange adjustments     (14,294 )                 (14,294 )
                                 
At December 31, 2023     1,652,404       10,648       1,782,410       3,445,462  
                                 
Accumulated depreciation:                                
At July 1, 2022     (394,540 )     (3,844 )     (30,531 )     (428,915 )
Charge for the year     (285,393 )     (3,592 )     (45,208 )     (334,193 )
Derecognition     384,771                   384,771  
Exchange adjustments     (11,660 )                 (11,660 )
                                 
At June 30, 2023     (306,822 )     (7,436 )     (75,739 )     (389,997 )
                                 
Charge for the period     (215,399 )     (1,784 )     (22,604 )     (239,787 )
Derecognition     79,886       48             79,934  
Exchange adjustments     5,248                   5,248  
                                 
At December 31, 2023     (437,087 )     (9,172 )     (98,343 )     (544,602 )
                                 
Impairment:                                
At July 1, 2022     (34,678 )                 (34,678 )
Reversal     3,800                   3,800  
Derecognition     24,439                   24,439  
Exchange adjustments     (1,514 )                 (1,514 )
                                 
At June 30, 2023     (7,953 )                 (7,953 )
                                 
Derecognition     7,858                   7,858  
Exchange adjustments     95                   95  
                                 
At December 31, 2023                        
                                 
Net book value:                                
At June 30, 2023     842,574       3,355       1,706,671       2,552,600  
                                 
At December 31, 2023     1,215,317       1,476       1,684,067       2,900,860  

 

53 


 

12 Other investments

 

    As at
June 30,
   

As at

December 31,

 
    2023     2023  
      RMB’000       RMB’000  
Financial assets measured at FVTPL:                
Non-current                
– Investment in an unlisted enterprise     73,870       90,603  
                 
Current                
– Investments in trust investment schemes     205,329       202,866  
– Investment in a wealth management product           50,000  
                 
      205,329       252,866  

 

In December 2020, the Group invested in a trust investment scheme (“Trust Scheme A”) established and managed by a trust company as the trustee with the principal of RMB100,000,000 and an initial investment period of within one year. The Group subsequently extended the investment period to November 2023. Pursuant to the agreement, the Trust Scheme A is designated to make the majority of its investments in debt securities, while the principal and return of the investment are not guaranteed. Fair value of this investment as of June 30, 2023 was estimated to be RMB101,600,000. As of December 31, 2023, the above investment in Trust Scheme A has been redeemed.

 

In July 2021, the Group invested in another trust investment scheme (“Trust Scheme B”) established and managed by a trust company as the trustee with the principal of RMB100,000,000 and an initial investment period of within one year. The Group subsequently extended the investment period to January 2024. Pursuant to the agreement, the Trust Scheme B is designated to make the majority of its investments in debt securities, while the principal and return of the investment are not guaranteed. Fair value of this investment as of June 30, 2023 and December 31, 2023 was estimated to be RMB103,729,000 and RMB101,437,000, respectively.

 

In July 2023, the Group invested in another trust investment scheme (“Trust Scheme C”) established and managed by a trust company as the trustee with the principal of RMB100,000,000 and an initial investment period of within six months. Pursuant to the agreement, the Trust Scheme C is designated to make the majority of its investments in debt securities and funds, while the principal and return of the investment are not guaranteed. Fair value of this investment as of December 31, 2023 was estimated to be RMB101,429,000.

 

On December 26, 2023, the Group invested in a wealth management product managed by a bank in the PRC, with the principal amount of RMB50,000,000, which is with an original maturity of 35 days. The underlying investment portfolio of the wealth management product mainly includes money market instruments and other financial instruments with fixed return. The principal and return of the investment in the wealth management product are not guaranteed. Fair value of this investment as at December 31, 2023 is estimated to be RMB50,000,000.

 

In June 2023, the Group invested in an unlisted limited partnership enterprise (the “Partnership Enterprise”) with consideration of USD10,409,000 (equivalent to RMB73,870,000). The Partnership Enterprise is specialized in equity investment. According to the partnership agreement, the Partnership Enterprise is managed by its general partner. The Group participates in the Partnership Enterprise as one of the limited partners who does not have power on selection nor removal of assets manager or general partner of the Partnership Enterprise. In addition, the Group does not have any right on making operating, investing and financing decision of the Partnership Enterprise. The director is of the opinion that the Group does not have any control nor significant influence to affect the variable returns through its investment in the Partnership Enterprise, and the investment’s contractual cash flows are not solely payments of principal and interest on the principal amount outstanding, therefore, this investment is accounted for as a financial asset measured at FVTPL. The Group has an intention of holding such investment as a long-term investment.

 

54 


 

13 Inventories

 

    As at
June 30,
   

As at

December 31,

 
    2023     2023  
      RMB’000       RMB’000  
Finished goods     1,447,799       1,917,133  
Low-value consumables     2,720       5,108  
                 
      1,450,519       1,922,241  

 

a) The analysis of the amount of inventories recognized as an expense and included in profit or loss is as follows:

 

    For the year ended
June 30,
   

For the six

months ended

December 31,

 
      2023       2023  
      RMB’000       RMB’000  
Carrying amount of inventories sold     6,879,212       4,290,874  
(Reversal of write-down)/write-down of inventories     (19,850 )     1,932  
                 
Cost of inventories recognized in consolidated statements of profit or loss     6,859,362       4,292,806  

 

55 


 

14            Trade and other receivables

 

    As at June 30,    

As at

December 31,

 
    2023     2023  
    RMB’000     RMB’000  
Non-current                
Trade receivables           18,045  
Less: loss allowance           (433 )
                 
Trade receivables, net of loss allowance(iii)           17,612  
Amounts due from related parties     10,647       10,760  
Deposits     41,834       81,153  
Value-added tax (“VAT”) recoverable     22,160       26,271  
                 
      74,641       135,796  
                 
Current                
Trade receivables     394,727       504,938  
Less: loss allowance     (88,764 )     (78,001 )
                 
Trade receivables, net of loss allowance     305,963       426,937  
Amounts due from related parties     5,602       27,836  
Miscellaneous expenses paid on behalf of franchisees     265,335       336,497  
VAT recoverable     270,298       251,162  
Rental deposits     86,600       98,141  
Receivables due from on-line payment platforms and banks(i)     34,726       103,406  
Prepayments for inventories     49,631       51,084  
Prepayments for licensing expenses     40,934       43,996  
Prepayments for promotion and advertising expenses     17,374       11,577  
Prepayments for repurchase of shares     3,693       87,324  
Others     70,000       80,397  
                 
      1,150,156       1,518,357  

 

 

Notes:

 

(i) Receivables due from on-line payment platforms and banks mainly represented the proceeds of online sales through e-commerce platforms collected by and retained in third-party online payment platforms. Withdrawal of the balances retained in online payment platforms could be made anytime upon the Group’s instructions. The amounts also included those due from banks for offline sales made through customer credit/debit cards and other online payment platforms that require overnight processing by the collection banks.

 

(ii) All of trade and other receivables classified as current portion are expected to be recovered or recognized as expense within one year.

 

(iii) Trade receivables relating to certain sales of fixtures to franchisees are collected by installments within the periods ranging from 32 to 36 months and the portion which is expected to be recovered after one year are classified as non-current. All other trade debtors are due within 20 to 180 days from the date of revenue recognition for domestic and overseas customers respectively.

 

56 


 

Aging analysis

 

As of the end of each reporting period, the aging analysis of trade receivables, based on the invoice date and net of loss allowance, is as follows:

 

    As at
June 30,
   

As at

December 31,

 
    2023     2023  
    RMB’000     RMB’000  
Non-current portion                
Within 90 days           11,187  
91 to 180 days           6,425  
                 
            17,612  
                 
Current portion                
Within 90 days     281,511       367,560  
91 to 180 days     20,112       51,516  
181 to 360 days     2,332       7,327  
361 to 540 days     1,074       229  
Over 540 days     934       305  
                 
      305,963       426,937  

 

15 Cash and cash equivalents

 

Cash and cash equivalents comprise:

 

    As at
June 30,
   

As at

December 31,

 
    2023     2023  
    RMB’000     RMB’000  
Cash on hand     576       783  
Cash at bank     6,488,637       6,414,658  
                 
Cash and cash equivalents as presented in the consolidated statements of financial position and in the consolidated statements of cash flows     6,489,213       6,415,441  

 

57 


 

16 Restricted cash

 

    As at
June 30,
   

As at

December 31,

 
    2023     2023  
    RMB’000     RMB’000  
Bank deposits held in an escrow bank account(i)     1,391       4,462  
Bank deposits frozen for legal proceedings(ii)     25,682       3,508  
                 
      27,073       7,970  

 

 

Notes:

 

(i) The balance represented cash held in an escrow bank account in the PRC with designated usage of settlement with franchisees.

 

(ii) The balance mainly represented deposits frozen for the lawsuit relating to illicit competition.

 

17 Trade and other payables

 

    As at
June 30,
    As at December 31,  
    2023     2023  
    RMB’000     RMB’000  
Non-current                
Payable relating to construction projects           12,411  
                 
Current                
Trade payables     653,713       855,914  
Payroll payable     93,065       166,079  
Accrued expenses     236,594       309,951  
Other taxes payable     49,072       43,850  
Deposits     1,785,405       1,782,181  
Payable relating to leasehold improvements     47,654       59,653  
Payable relating to construction projects     25,835       33,051  
Amounts due to related parties     6,371       7,334  
Others     121,593       131,813  
                 
      3,019,302       3,389,826  

 

The credit period granted by suppliers is 30 to 90 days.

 

Deposits received from suppliers, distributors and franchisees may be repayable to suppliers, distributors and franchisees after more than one year. All of the other trade payables, other payables, accruals and amounts due to related parties or franchisees are expected to be settled within one year or are repayable on demand.

 

58 


 

Aging analysis

 

As of the end of each reporting period, the aging analysis of trade payables, based on the invoice date, is as follows:

 

    As at
June 30,
   

As at

December 31,

 
    2023     2023  
    RMB’000     RMB’000  
Within 1 month     613,353       795,416  
1 to 3 months     27,210       42,183  
3 months to 1 year     7,350       8,296  
Over 1 year     5,800       10,019  
                 
      653,713       855,914  

 

18 Share capital and additional paid-in capital

 

As at June 30, 2023 and December 31, 2023, the Company authorized 5,000,000,000 ordinary shares, with a par value of USD0.00001 each.

 

As of June 30, 2023 and December 31, 2023, analysis of the Company’s issued shares including treasury shares reserved for the share incentive plan, was as follows:

 

    As at June 30, 2023     As at December 31, 2023  
     

Number of

shares

      Share capital      

Number of

shares

      Share capital  
              RMB’000               RMB’000  
Ordinary shares     1,263,689,685       95       1,263,689,685       95  

 

(i) On July 13, 2022, the Company completed its dual primary listing on the HKEX. In connection with the dual primary listing, the Company completed a global offering and issued 41,586,200 ordinary shares, including 486,200 shares upon exercise of the over-allotment option, with a par value of USD0.00001 each and offer price of HKD13.80 each.

 

(ii) During the year ended June 30, 2023 and the six months ended December 31, 2023, 4,161,100 and 636,608 of restricted shares, restricted shares units and options were vested and exercised, and were released from treasury shares into ordinary shares.

 

(iii) During the year ended June 30, 2023, 3,462,870 shares were cancelled, which mainly including 3,462,868 shares repurchased under 2022 share repurchase program.

 

(iv) As at June 30, 2023 and December 31, 2023, among the ordinary shares issued, 18,834,996 and 20,356,896 shares were recognized as treasury shares, respectively.

 

(v) On September 29, 2022, the board of directors authorized a share repurchase program under which the Company may repurchase up to USD100 million of its shares within a period of 12 months starting from September 29, 2022 (the “2022 Share Repurchase Program”).

 

59 


 

During the year ended June 30, 2023, the Company repurchased 3,373,228 ordinary shares on the New York Stock Exchange and 166,000 ordinary shares on the HKEX under the 2021 and 2022 Share Repurchase Programs for total considerations of USD4,370,000 (equivalent to RMB31,175,000) and HKD1,696,000 (equivalent to RMB1,536,000), respectively.

 

On September 15, 2023, the board of directors authorized a new share repurchase program under which the Company may repurchase up to USD200 million of its shares within a period of 12 months starting from September 15, 2023 (the “2023 Share Repurchase Program”).

 

During the six months ended December 31, 2023, the Company repurchased ordinary shares under the 2023 Share Repurchase Program as follows, and the cost of these shares held by the Group was recorded in treasury shares:

 

    Shares repurchased on the New York Stock
Exchange
  Shares repurchased on the
HKEX
 
Month  

Number of

shares

repurchased

 

Highest

price paid

per share

 

Lowest

price paid

per share

 

Aggregate

price paid

 

Number of

shares

repurchased

 

Highest

price paid

per share

 

Lowest

price paid

per share

 

Aggregate

price paid

 
        USD   USD   USD’000       HKD   HKD   HKD’000  
December 2023   1,450,108   4.98   4.57   6,981   708,400   37.85   36.35   26,290  
                                   
Equivalent to RMB’000               49,630               23,930  

 

Pursuant to 2021 share repurchase program, the Company had repurchased a total of 6,187,636 ordinary shares on the New York Stock Exchange as of September 21, 2022, the expiry date of the program. In October 2022, the board of directors of the Company approved to transfer all these 6,187,636 repurchased shares to special purpose vehicles for future grants of share awards under the 2020 Share Incentive Plan.

 

Under the 2022 Share Repurchase Program, 166,000 shares repurchased on the HKEX and 3,296,868 shares repurchased on the New York Stock Exchange were cancelled as of June 30, 2023.

 

(vi) Pursuant to a resolution approved by the board of directors of the Company on May 16, 2023, the Company transferred RMB730,898,000 (equivalent to USD105 million) of additional paid-in capital to set off its accumulated losses.

 

60 


 

19            Dividends

 

During the year ended June 30, 2023, special cash dividends of USD0.043 per ordinary share, amounting to USD53,640,000 (equivalent to RMB370,787,000), were declared and paid by the Company. The dividends were distributed from additional paid-in capital.

 

During the six months December 31, 2023, final dividends of US$0.103 per ordinary share, amounting to USD128,758,000 (equivalent to RMB923,664,000), in respect of the year ended June 30, 2023, were declared and paid by the Company. The dividends were distributed from additional paid-in capital.

 

PUBLICATION OF THE ANNUAL RESULTS ANNOUNCEMENT AND ANNUAL REPORT

 

This annual results announcement is published on the website of the HKEX at www.hkexnews.hk and our Company’s website at ir.miniso.com. The annual report of the Company for the six months ended December 31, 2023 will be made available for review on the above websites in due course. A separate environmental, social and governance report of the Company will also be made available for review on the above websites in due course.

 

  By Order of the Board 
  MINISO Group Holding Limited 
  Mr. YE Guofu 
  Executive Director and Chairman

 

Hong Kong, March 12, 2024

 

As of the date of this announcement, the Board comprises Mr. YE Guofu as executive Director, and Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.

 

61