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 2025
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
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 24, 2025
Exhibit 99.1
MINISO Group Announces December Quarter and Full Year of 2024 Unaudited Financial Results
Diluted EPS and Adjusted Diluted EPS Up 16.7% and 16.0% respectively in 2024
Gross Margin Hit A Record High of 44.9% in 2024, Powered by Eight-Consecutive-Quarter Growth
Overseas MINISO Stores Achieved Milestone of 3,000
Net New Stores of MINISO Group Over 1,200
Returned RMB1,574.5 Million to Shareholders in 2024
GUANGZHOU, China, March 21, 2025 /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 and the full year ended December 31, 2024 (the “December Quarter” and the “Full Year”, respectively).
Full Year Financial Highlights
· | Revenue increased 22.8% year over year to RMB16,994.0 million (US$2,328.2 million). |
· | Gross profit increased 34.0% year over year to RMB7,637.1 million (US$1,046.3 million). |
· | Gross margin was 44.9%, compared to 41.2% in 2023. |
· | Operating profit increased 17.6% year over year to RMB3,315.8 million (US$454.3 million). |
· | Profit for the period increased 15.9% year over year to RMB2,635.4 million (US$361.1 million). |
· | Adjusted net profit(1) increased 15.4% year over year to RMB2,720.6 million (US$372.7 million). |
· | Adjusted net margin(1) was 16.0%, compared to 17.0% in 2023. |
· | Adjusted EBITDA(1) increased 21.4% year over year to RMB4,334.3 million (US$593.8 million). |
· | Adjusted EBITDA margin(1) was 25.5%, compared to 25.8% in 2023. |
· | Adjusted basic earnings per ADS(1) was RMB8.72 (US$1.19), representing an increase of 16.0% year over year. |
· | Adjusted diluted earnings per ADS(1) was RMB8.68 (US$1.19), representing an increase of 16.0% year over year. |
· | Cash position(2) was RMB6,698.1 million (US$917.6 million) as of December 31, 2024, compared to RMB6,887.0 million as of December 31, 2023. |
· | Net cash from operating activities was RMB2,168.3 million (US$297.1 million). Capital expenditure was RMB762.5 million (US$104.5 million) and free cash flow was RMB1,405.8 million (US$192.6 million) for the Full Year. |
· | Returned RMB1,574.5 million to shareholders in 2024 through RMB1,244.3 million in cash dividends and RMB330.2 million in share repurchases. |
Operational Highlights
· | Total number of stores on group level was 7,780 as of December 31, 2024, an increase of 1,219 net new stores in the Full Year. |
· | Number of MINISO stores was 7,504 as of December 31, 2024, with an opening of 1,091 net new stores in the Full Year. |
· | Number of MINISO stores in mainland China was 4,386 as of December 31, 2024, with an opening of 460 net new stores in the Full Year. |
· | Number of MINISO stores in overseas markets achieved 3,000-store milestone, reaching 3,118 as of December 31, 2024, with an opening of 631 net new stores in the Full Year. |
· | Number of TOP TOY stores was 276 as of December 31, 2024, with a record opening of total 128 net new stores in the Full Year. TOP TOY has also begun to expand into overseas markets since December Quarter. This strategic move aligns with the Company's plan to expand globally and strengthen its brand presence. |
Notes:
(1) | See the sections titled “Non-IFRS Financial Measures” and “Reconciliation of Non-IFRS Financial Measures” in this press release for more information. |
(2) | “Cash position” refers to the combined balance of the Company’s cash and cash equivalents, restricted cash, term deposits with original maturity over three months, and other investments recorded as current assets. |
The following table provides a breakdown of the Company’s store network and its growth. The directly operated stores of the Company have doubled from a year ago. For the Full Year, the Company had a net increase of 290 directly operated stores, more than 90% of which were located in overseas markets.
As of | ||||||||||||
December31, 2023 |
December31, 2024 |
YoY | ||||||||||
Number of stores on group level | 6,561 | 7,780 | 1,219 | |||||||||
Number of MINISO stores(1) | 6,413 | 7,504 | 1,091 | |||||||||
Mainland China | 3,926 | 4,386 | 460 | |||||||||
—Directly operated stores | 26 | 25 | (1 | ) | ||||||||
—Third-party stores | 3,900 | 4,361 | 461 | |||||||||
Overseas | 2,487 | 3,118 | 631 | |||||||||
—Directly operated stores | 238 | 503 | 265 | |||||||||
—Third-party stores | 2,249 | 2,615 | 366 | |||||||||
Number of TOP TOY stores(2) | 148 | 276 | 128 | |||||||||
—Directly operated stores | 14 | 40 | 26 | |||||||||
—Third-party stores | 134 | 236 | 102 |
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.
Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, “We capped off a remarkable 2024 with another quarter of solid operating and financial performance, achieving a record high revenue of around RMB17.0 billion in the Full Year. Revenue from MINISO brand in mainland China in December Quarter accelerated from September quarter. In retrospect of the Full Year, the year-over-year growth of revenue from MINISO brand in mainland China was 10.9%, sustaining a double-digit year-over-year growth on the basis of 36.2% year-over year growth in 2023. Overseas markets remained strong momentum with year-over-year revenue growth of 41.9% from MINISO brand in overseas markets in the Full Year. Notably, compound annual growth rate of revenue from MINISO brand in overseas markets exceeds 40% from 2021 to 2024. Overseas revenue contribution under MINISO brand climbed to 39.4% this year, underscoring higher growth potential and the flexibility unlocked by our globalization strategy.
In 2024, we added a record 1,200 net new stores globally, surpassing both our initial expectations and our previous record of net new stores created in 2023. Our global footprint expansion accelerated this year, as evidenced by the fact that store opening in overseas markets outpaced domestic markets and the fastest store opening pace in overseas markets ever, celebrating a milestone of 3,000 overseas MINISO stores as at the end of 2024.”
“2024 marked a pivotal year as we immersed ourselves in globalization strategy and evolved as a "Super Brand". MINISO Group insists on interest-driven consumption, IP product innovation, and globalization strategy. We are well positioned to capture opportunities during retail transformation and exert influences on IP cooperation, product innovation and consumption experience. We will solidify MINISO's leadership in the global retailing industry, propelling ourselves toward our vision to become the world's No.1 IP design retail group.” Mr. Ye continued.
Mr. Eason Zhang, CFO of MINISO, commented, “2024 has marked the first full fiscal year we disclosed since the change of year end. Thanks to our solid execution of IP and globalization strategies, gross margin on the group level has climbed for eight consecutive quarters, marking both quarterly and annual records. Adjusted diluted EPS grew 16.0% year over year. Adjusted net profit grew 15.4% year over year to RMB2.72 billion, with adjusted net profit margin of 16.0%. Our cash position was RMB6.7 billion as of the end of 2024. Dividends paid to the shareholders and share repurchases in 2024 were RMB1.6 billion, compared with RMB1.0 billion in 2023. We would like to express sincere gratitude to our shareholders and were thrilled to announce a final dividend in the amount of around RMB0.74 billion, which was approximately 50% of the adjusted net profit generated in the second half of 2024, payable in April.
It is worth highlighting that MINISO Group managed to achieve ESG MSCI rating improvements for three consecutive years and obtain MSCI “AA” rating with top-tier performance in multiple topics. Moving forward, we will continue to implement sustainable development into our daily operation, adhere to longtermism and stick to balanced capital allocation strategy as we focus on delivering more sustainable, stable and foreseeable returns to our shareholders.”
“Looking into 2025, we are optimistic about top-line acceleration given current market dynamics and solid execution of growth initiatives. We will prioritize same-store sales growth and improve sales per square meter through further optimizing store layouts, refining assortments, etc. Meanwhile, we aim to improve store economics through various measures including disciplined spending. Combined with continuous gross margin expansion, we strive to maintain a reasonable and healthy profit margin over the long term.” Mr. Zhang concluded.
Recent Developments
Dividend Declaration
On March 21, 2025, the Board approved the distribution of a final cash dividend in the amount of US$0.3268 per American Depositary Share (the “ADS”) or US$0.0817 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on April 8, 2025, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for holders of ordinary shares in Hong Kong will be April 7, 2025; and the ex-dividend date for holders of ADSs will be April 8, 2025. The payment date is expected to be on April 17, 2025 for holders of ordinary shares and around April 23, 2025 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$101.3 million (RMB739.4 million) at an exchange rate of RMB7.2993 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 2024 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 final 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 April 8, 2025 (Beijing/Hong Kong Time).
Extension of the Share Repurchase Program
On August 30, 2024, the Board authorized a share repurchase program under which the Company may repurchase up to HKD2 billion in value of its outstanding ordinary shares and/or ADSs representing its ordinary shares over a period of 12 months starting from the approval date. On March 21, 2025, the Board authorized and approved for an extension of the duration of the share repurchase program to be valid until June 30, 2026.
Financial Results for the Full Year
Revenue was RMB16,994.0 million (US$2,328.2 million), representing an increase of 22.8% year over year, primarily driven by an 18.3% year-over-year increase in average store count.
Revenue from MINISO brand increased by 22.0% to RMB16,002.6 million (US$2,192.3 million), driven by (i) an increase of 10.9% in revenue from MINISO brand in mainland China, and (ii) an increase of 41.9% in revenue from MINISO brand in overseas markets. The year-over-year increase was primarily due to an increase of 21.8% in average store count, coupled with a mid-single digit same-store sales growth of MINISO overseas markets. The overseas revenue contributed 41.7% of revenue from MINISO brand, compared to 35.9% in 2023.
Revenue from TOP TOY brand increased by 44.7% to RMB983.5 million (US$134.7 million), primarily powered by a low-single digit same-store sales growth and a rapid growth in average store counts.
For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales was RMB9,357.0 million (US$1,281.9 million), representing an increase of 14.9% year over year.
Gross profit was RMB7,637.1 million (US$1,046.3 million), representing an increase of 34.0% year over year.
Gross margin reached historical high of 44.9%, representing an increase of 3.7 percentage points. The year-over-year increase in gross margin was primarily due to (i) higher revenue contribution from overseas directly operated markets which accounted for 56.7% of revenue from MINISO brand in overseas markets, compared to 48.4% in 2023 on a comparable basis(1), (ii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.
Other income was RMB21.6 million (US$3.0 million), compared to RMB22.6 million in 2023.
Selling and distribution expenses were RMB3,519.5 million (US$482.2 million), increased by 54.3% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB3,506.1 million (US$480.3 million), increased by 58.5% year over year. The year-over-year increase was mainly attributable to the Company’s investments into directly operated stores to pursue the future success of the Company’s business, especially in strategic overseas markets such as the U.S. market. As of December 31, 2024, total number of directly operated stores in overseas markets was 505, doubling such figure compared to a year ago. In the Full Year, revenue from directly operated stores has also doubled, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased 72.2%. Promotion and advertising expenses increased 37.7% in the Full Year, as a percentage of revenue stabilizing at around 3% in both comparative periods. Licensing expenses increased 29.2%, as a percentage of revenue stabilizing at around 2% in both comparative periods. Logistics expenses increased 51.0%, mainly reflecting the rising freight costs caused by the tension in international shipping General and administrative expenses were RMB931.7 million (US$127.6 million), increased by 37.5% year over year.
Excluding share-based compensation expenses, general and administrative expenses were RMB859.9 million (US$117.8 million), increased by 29.4% year over year. The year-over-year increase was primarily due to the increase of personnel-related expenses in relation to the growth of the Company’s business.
Other net income was RMB114.7 million (US$15.7 million), compared to RMB62.4 million in 2023. The year-over-year increase was mainly due to an increase in investment income in wealth management products, and an increase in fair value of an investment, partially offset by a net foreign exchange loss.
Operating profit was RMB3,315.8 million (US$454.3 million), representing an increase of 17.6% year over year.
Net finance income was RMB25.8 million (US$3.5 million), compared to RMB161.0 million in 2023. The year-over-year decrease was mainly due to a decrease in interest income as a result of lower interest rate and reduced bank deposits principal as the Company reallocated certain resources to wealth management products, coupled with an increase in finance cost due to increased interest expenses on lease liabilities in line with the Company’s investment in directly operated stores.
Profit for the period was RMB2,635.4 million (US$361.1 million), compared to RMB2,274.0 million in 2023, representing an increase of 15.9% year over year.
Adjusted net profit, which represents profit for the period excluding equity-settled share-based payment expenses, was RMB2,720.6 million (US$372.7 million), representing an increase of 15.4% year over year.
Adjusted net margin was 16.0%, compared to 17.0% in 2023.
Adjusted EBITDA increased 21.4% year over year to RMB4,334.3 million (US$593.8 million).
Adjusted EBITDA margin was 25.5%, compared to 25.8% in 2023.
Basic earnings per ADS increased 16.6% year over year to RMB8.44 (US$1.16), compared to RMB 7.24 in 2023.
Diluted earnings per ADS increased 16.7% year over year to RMB8.40 (US$1.15), compared to RMB 7.20 in 2023.
Adjusted basic earnings per ADS increased 16.0% year over year to RMB8.72 (US$1.19), compared to RMB7.52 in 2023.
Adjusted diluted earnings per ADS increased 16.0% year over year to RMB8.68 (US$1.19), compared to RMB7.48 in 2023.
Cash position, which was the combined balance of the Company’s cash and cash equivalents, restricted cash, term deposits, and other investments recorded as current assets was RMB6,698.1 million (US$917.6 million) as of December 31, 2024, compared to RMB6,887.0 million as of December 31, 2023.
Net cash from operating activities was RMB2,168.3 million (US$297.1 million). Capital expenditure was RMB762.5 million (US$104.5 million) and free cash flow was RMB1,405.8 million (US$192.6 million) for the Full Year.
Financial Results for the December Quarter
Revenue was RMB4,712.7 million (US$645.6 million), representing an increase of 22.7% year over year.
Revenue from MINISO brand increased by 21.3% year over year, driven by (i) an increase of 6.5% in revenue from MINISO brand in mainland China, accelerating from 5.7% year-over-year increase in the September quarter, and (ii) an increase of 42.7% in revenue from MINISO brand in overseas markets. The year-over-year increase in revenue from MINISO brand in overseas markets was driven by an increase of 65.5% in revenue in overseas directly operated markets on a comparable basis(1), and an increase of 17.4% in revenue in overseas distributor markets on a comparable basis(1) .
Revenue from TOP TOY brand increased by 50.3% to RMB282.8 million (US$38.7 million).
For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales was RMB2,495.4 million (US$341.9 million), representing an increase of 14.3% year over year.
Gross profit was RMB2,217.3 million (US$303.8 million), representing an increase of 33.8% year over year.
Gross margin was 47.0%, representing a record high with an increase of 3.9 percentage points year over year.
Selling and distribution expenses were RMB1,001.0 million (US$137.1 million), representing an increase of 38.6% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB1,048.3 million (US$143.6 million), representing an increase of 49.6% year over year.
General and administrative expenses were RMB276.9 million (US$37.9 million), representing an increase of 48.0% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB246.8 million (US$33.8 million), representing an increase of 32.8% year over year.
Other net income was RMB36.2 million (US$5.0 million), compared to RMB20.2 million in the same period of 2023. The year-over-year increase was mainly due to an increase in investment income in wealth management products and an increase in fair value of an investment, partially offset by a net foreign exchange loss.
Operating profit was RMB968.4 million (US$132.7 million), representing an increase of 26.5% year over year.
Net finance cost was RMB16.1 million (US$2.2 million), compared to a net finance income of RMB40.9 million in the same period of 2023. The year-over-year decrease was mainly due to a decrease in interest income as a result of lower interest rate and reduced bank deposits principal as the Company reallocated certain resources to wealth management products, coupled with an increase in finance cost due to increased interest expenses on lease liabilities in line with the Company’s investment in directly operated stores.
Profit for the period was RMB809.7 million (US$110.9 million), representing an increase of 27.0% year over year.
Adjusted net profit, which represents profit for the period excluding equity-settled share-based payment expenses, was RMB792.5 million (US$108.6 million), representing an increase of 20.0% year over year.
Adjusted net margin was 16.8%, compared to 17.2% in the same period of 2023.
Adjusted EBITDA was RMB1,227.2 million (US$168.1 million), representing an increase of 23.3% year over year.
Adjusted EBITDA margin was 26.0%, compared to 25.9% in the same period of 2023.
Basic and diluted earnings per ADS were both RMB2.60 (US$0.36) in the December Quarter, representing an increase of 27.5% year over year from RMB2.04 in the same period of 2023.
Adjusted basic and diluted earnings per ADS were both RMB2.56 (US$0.35) in the December Quarter, representing an increase of 20.8% year over year from RMB2.12 in the same period of 2023.
Note:
(1) “Comparable basis” refers to the basis that excludes the impacts from market transitions from overseas distributor markets to directly operated markets, or vice versa.
Conference Call
The Company’s management will hold an earnings conference call at 5:00 A.M. Eastern Time on Friday, March 21, 2025 (5:00 P.M. Beijing Time on the same day) to discuss the financial results. Simultaneous interpretation in English will be provided during the conference call. The conference call can be accessed by the following Zoom link or dialing the following numbers:
Access 1
Join Zoom meeting.
Zoom link: https://zoom.us/j/99854017108?pwd=M6WgYlz4awEki6bx8Hc777G8qBrQO0.1
Meeting Number: 998 5401 7108
Meeting Passcode: 9896
Access 2
Listeners may access the call by dialing the following numbers with the same meeting number and passcode with access 1.
United States: | +1 689 278 1000 (or +1 719 359 4580) |
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 31, 2024, which was RMB7.2993 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.
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 Contacts:
MINISO Group
Holding Limited
Email: ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in thousands)
As at | As at | |||||||||||
December 31, 2023 | December 31, 2024 | |||||||||||
(Audited) | (Unaudited) | |||||||||||
RMB’000 | RMB’000 | US$’000 | ||||||||||
ASSETS | ||||||||||||
Non-current assets | ||||||||||||
Property, plant and equipment | 769,306 | 1,436,939 | 196,860 | |||||||||
Right-of-use assets | 2,900,860 | 4,172,083 | 571,573 | |||||||||
Intangible assets | 19,554 | 8,802 | 1,206 | |||||||||
Goodwill | 21,643 | 21,418 | 2,934 | |||||||||
Deferred tax assets | 104,130 | 181,948 | 24,927 | |||||||||
Other investments | 90,603 | 123,399 | 16,906 | |||||||||
Trade and other receivables | 135,796 | 341,288 | 46,756 | |||||||||
Term deposits | 100,000 | 140,183 | 19,205 | |||||||||
Interests in equity-accounted investees | 15,783 | 38,567 | 5,284 | |||||||||
4,157,675 | 6,464,627 | 885,651 | ||||||||||
Current assets | ||||||||||||
Other investments | 252,866 | 100,000 | 13,700 | |||||||||
Inventories | 1,922,241 | 2,750,389 | 376,802 | |||||||||
Trade and other receivables | 1,518,357 | 2,207,013 | 302,360 | |||||||||
Cash and cash equivalents | 6,415,441 | 6,328,121 | 866,949 | |||||||||
Restricted cash | 7,970 | 1,026 | 141 | |||||||||
Term deposits | 210,759 | 268,952 | 36,846 | |||||||||
10,327,634 | 11,655,501 | 1,596,798 | ||||||||||
Total assets | 14,485,309 | 18,120,128 | 2,482,449 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(CONTINUED)
(Expressed in thousands)
As at | As at | |||||||||||
December 31, 2023 | December 31, 2024 | |||||||||||
(Audited) | (Unaudited) | |||||||||||
RMB’000 | RMB’000 | US$’000 | ||||||||||
EQUITY | ||||||||||||
Share capital | 95 | 94 | 13 | |||||||||
Additional paid-in capital | 6,331,375 | 4,683,577 | 641,647 | |||||||||
Other reserves | 1,114,568 | 1,329,126 | 182,090 | |||||||||
Retained earnings | 1,722,157 | 4,302,177 | 589,396 | |||||||||
Equity attributable to equity shareholders of the Company | 9,168,195 | 10,314,974 | 1,413,146 | |||||||||
Non-controlling interests | 23,022 | 40,548 | 5,555 | |||||||||
Total equity | 9,191,217 | 10,355,522 | 1,418,701 | |||||||||
LIABILITIES | ||||||||||||
Non-current liabilities | ||||||||||||
Contract liabilities | 40,954 | 35,145 | 4,815 | |||||||||
Loans and borrowings | 6,533 | 4,310 | 590 | |||||||||
Other payables | 12,411 | 59,842 | 8,198 | |||||||||
Lease liabilities | 797,986 | 1,903,137 | 260,729 | |||||||||
Deferred income | 29,229 | 34,983 | 4,793 | |||||||||
887,113 | 2,037,417 | 279,125 | ||||||||||
Current liabilities | ||||||||||||
Contract liabilities | 324,028 | 323,292 | 44,291 | |||||||||
Loans and borrowings | 726 | 566,955 | 77,673 | |||||||||
Trade and other payables | 3,389,826 | 3,943,988 | 540,324 | |||||||||
Lease liabilities | 447,319 | 635,357 | 87,044 | |||||||||
Deferred income | 6,644 | 5,376 | 737 | |||||||||
Current taxation | 238,436 | 252,221 | 34,554 | |||||||||
4,406,979 | 5,727,189 | 784,623 | ||||||||||
Total liabilities | 5,294,092 | 7,764,606 | 1,063,748 | |||||||||
Total equity and liabilities | 14,485,309 | 18,120,128 | 2,482,449 |
MINISO GROUP HOLDING LIMITED | ||||||||||||||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
||||||||||||||||||||||||
(Expressed in thousands, except for per ordinary share and per ADS data) | ||||||||||||||||||||||||
Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||
RMB’000 | RMB’000 | US$ ’000 | RMB’000 | RMB’000 | US$ ’000 | |||||||||||||||||||
Revenue | 3,841,313 | 4,712,705 | 645,638 | 13,838,797 | 16,994,025 | 2,328,172 | ||||||||||||||||||
Cost of sales | (2,183,972 | ) | (2,495,407 | ) | (341,869 | ) | (8,140,366 | ) | (9,356,965 | ) | (1,281,899 | ) | ||||||||||||
Gross profit | 1,657,341 | 2,217,298 | 303,769 | 5,698,431 | 7,637,060 | 1,046,273 | ||||||||||||||||||
Other income | 5,556 | 3,570 | 489 | 22,617 | 21,595 | 2,959 | ||||||||||||||||||
Selling and distribution expenses | (722,225 | ) | (1,000,985 | ) | (137,134 | ) | (2,281,080 | ) | (3,519,534 | ) | (482,174 | ) | ||||||||||||
General and administrative expenses | (187,137 | ) | (276,870 | ) | (37,931 | ) | (677,394 | ) | (931,651 | ) | (127,636 | ) | ||||||||||||
Other net income | 20,152 | 36,242 | 4,965 | 62,361 | 114,696 | 15,713 | ||||||||||||||||||
(Credit loss)/Reversal of credit loss on trade and other receivables | (3,746 | ) | (7,095 | ) | (972 | ) | 2,708 | 2,469 | 338 | |||||||||||||||
Impairment loss on non-current assets | (4,547 | ) | (3,742 | ) | (513 | ) | (7,995 | ) | (8,846 | ) | (1,212 | ) | ||||||||||||
Operating profit | 765,394 | 968,418 | 132,673 | 2,819,648 | 3,315,789 | 454,261 | ||||||||||||||||||
Finance income | 54,603 | 18,999 | 2,603 | 204,510 | 118,672 | 16,258 | ||||||||||||||||||
Finance costs | (13,721 | ) | (35,093 | ) | (4,808 | ) | (43,479 | ) | (92,915 | ) | (12,729 | ) | ||||||||||||
Net finance income/(cost) | 40,882 | (16,094 | ) | (2,205 | ) | 161,031 | 25,757 | 3,529 | ||||||||||||||||
Share of profit of equity-accounted investees, net of tax | 268 | 3,676 | 504 | 268 | 5,986 | 820 | ||||||||||||||||||
Profit before taxation | 806,544 | 956,000 | 130,972 | 2,980,947 | 3,347,532 | 458,610 | ||||||||||||||||||
Income tax expense | (168,742 | ) | (146,272 | ) | (20,039 | ) | (706,952 | ) | (712,104 | ) | (97,558 | ) | ||||||||||||
Profit for the period | 637,802 | 809,728 | 110,933 | 2,273,995 | 2,635,428 | 361,052 | ||||||||||||||||||
Attributable to: | ||||||||||||||||||||||||
Equity shareholders of the Company | 635,814 | 805,693 | 110,379 | 2,253,241 | 2,617,560 | 358,604 | ||||||||||||||||||
Non-controlling interests | 1,988 | 4,035 | 554 | 20,754 | 17,868 | 2,448 | ||||||||||||||||||
Earnings per share for ordinary shares | ||||||||||||||||||||||||
-Basic | 0.51 | 0.65 | 0.09 | 1.81 | 2.11 | 0.29 | ||||||||||||||||||
-Diluted | 0.51 | 0.65 | 0.09 | 1.80 | 2.10 | 0.29 | ||||||||||||||||||
Earnings per ADS | ||||||||||||||||||||||||
(Each ADS represents 4 ordinary shares) | ||||||||||||||||||||||||
-Basic | 2.04 | 2.60 | 0.36 | 7.24 | 8.44 | 1.16 | ||||||||||||||||||
-Diluted | 2.04 | 2.60 | 0.36 | 7.20 | 8.40 | 1.15 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME (CONTINUED)
(Expressed in thousands)
Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||
RMB’000 | RMB’000 | US$ ’000 | RMB’000 | RMB’000 |
US$ ’000 | |||||||||||||||||||
Profit for the period | 637,802 | 809,728 | 110,933 | 2,273,995 | 2,635,428 | 361,052 | ||||||||||||||||||
Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||
Exchange differences on translation of financial statements of foreign operations | (14,624 | ) | 3,420 | 469 | 22,328 | 19,128 | 2,621 | |||||||||||||||||
Other comprehensive (loss)/income for the period | (14,624 | ) | 3,420 | 469 | 22,328 | 19,128 | 2,621 | |||||||||||||||||
Total comprehensive income for the period | 623,178 | 813,148 | 111,402 | 2,296,323 | 2,654,556 | 363,673 | ||||||||||||||||||
Attributable to: | ||||||||||||||||||||||||
Equity shareholders of the Company | 621,230 | 812,694 | 111,340 | 2,274,903 | 2,635,833 | 361,108 | ||||||||||||||||||
Non-controlling interests | 1,948 | 454 | 62 | 21,420 | 18,723 | 2,565 |
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES
(Expressed in thousands, except for per share, per ADS data and percentages)
Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||||||||||
(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 | 637,802 | 809,728 | 110,933 | 2,273,995 | 2,635,428 | 361,052 | ||||||||||||||||||
Add back: | ||||||||||||||||||||||||
Equity-settled share-based payment expenses | 22,663 | (17,206 | ) | (2,357 | ) | 82,734 | 85,184 | 11,670 | ||||||||||||||||
Adjusted net profit | 660,465 | 792,522 | 108,576 | 2,356,729 | 2,720,612 | 372,722 | ||||||||||||||||||
Adjusted net margin | 17.2 | % | 16.8 | % | 16.8 | % | 17.0 | % | 16.0 | % | 16.0 | % | ||||||||||||
Attributable to: | ||||||||||||||||||||||||
Equity shareholders of the Company | 658,477 | 788,300 | 107,998 | 2,335,975 | 2,702,191 | 370,198 | ||||||||||||||||||
Non-controlling interests | 1,988 | 4,222 | 578 | 20,754 | 18,421 | 2,524 | ||||||||||||||||||
Adjusted net earnings per share(1) | ||||||||||||||||||||||||
-Basic | 0.53 | 0.64 | 0.09 | 1.88 | 2.18 | 0.30 | ||||||||||||||||||
-Diluted | 0.53 | 0.64 | 0.09 | 1.87 | 2.17 | 0.30 | ||||||||||||||||||
Adjusted net earnings per ADS (Each ADS represents 4 ordinary shares) | ||||||||||||||||||||||||
-Basic | 2.12 | 2.56 | 0.35 | 7.52 | 8.72 | 1.19 | ||||||||||||||||||
-Diluted | 2.12 | 2.56 | 0.35 | 7.48 | 8.68 | 1.19 | ||||||||||||||||||
Reconciliation of adjusted net profit for the period to adjusted EBITDA: | ||||||||||||||||||||||||
Adjusted net profit | 660,465 | 792,522 | 108,576 | 2,356,729 | 2,720,612 | 372,722 | ||||||||||||||||||
Add back: | ||||||||||||||||||||||||
Depreciation and amortization | 152,373 | 253,304 | 34,703 | 464,245 | 808,694 | 110,791 | ||||||||||||||||||
Finance costs | 13,721 | 35,093 | 4,808 | 43,479 | 92,915 | 12,729 | ||||||||||||||||||
Income tax expense | 168,742 | 146,272 | 20,039 | 706,952 | 712,104 | 97,558 | ||||||||||||||||||
Adjusted EBITDA | 995,301 | 1,227,191 | 168,126 | 3,571,405 | 4,334,325 | 593,800 | ||||||||||||||||||
Adjusted EBITDA margin | 25.9 | % | 26.0 | % | 26.0 | % | 25.8 | % | 25.5 | % | 25.5 | % |
Note:
(1) Adjusted basic and diluted net earnings per 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 share calculation on an IFRS basis.
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
(Expressed in thousands, except for percentages)
Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||||||||||
2023 | 2024 | YoY | 2023 | 2024 | YoY | |||||||||||||||||||||||||||
RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||
MINISO Brand | 3,649,667 | 4,428,593 | 606,715 | 21.3 | % | 13,119,746 | 16,002,565 | 2,192,343 | 22.0 | % | ||||||||||||||||||||||
-Mainland China | 2,155,704 | 2,296,877 | 314,671 | 6.5 | % | 8,414,730 | 9,328,231 | 1,277,963 | 10.9 | % | ||||||||||||||||||||||
-Overseas | 1,493,963 | 2,131,716 | 292,044 | 42.7 | % | 4,705,016 | 6,674,334 | 914,380 | 41.9 | % | ||||||||||||||||||||||
TOP TOY Brand | 188,178 | 282,808 | 38,745 | 50.3 | % | 679,709 | 983,525 | 134,742 | 44.7 | % | ||||||||||||||||||||||
Others(1) | 3,468 | 1,304 | 178 | (62.4 | )% | 39,342 | 7,935 | 1,087 | (79.8 | )% | ||||||||||||||||||||||
3,841,313 | 4,712,705 | 645,638 | 22.7 | % | 13,838,797 | 16,994,025 | 2,328,172 | 22.8 | % |
Note:
(1) “Others” refers to revenue generated from other operating segments such as “WonderLife”, which was a secondary brand targeting on lower-tier cities in mainland China, aggregated and presented as “others”. As the MINISO brand increasingly penetrated into lower-tier cities in mainland China, “WonderLife” has become marginalized.
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN MAINLAND CHINA
As of | ||||||||||||
December 31, 2023 |
December 31, 2024 |
YoY | ||||||||||
By City Tiers | ||||||||||||
First-tier cities | 522 | 587 | 65 | |||||||||
Second-tier cities | 1,617 | 1,822 | 205 | |||||||||
Third- or lower-tier cities | 1,787 | 1,977 | 190 | |||||||||
Total | 3,926 | 4,386 | 460 |
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN OVERSEAS MARKETS
As of | ||||||||||||
December 31, 2023 |
December 31, 2024 |
YoY | ||||||||||
By Regions | ||||||||||||
Asia excluding China | 1,333 | 1,611 | 278 | |||||||||
North America | 172 | 350 | 178 | |||||||||
Latin America | 552 | 637 | 85 | |||||||||
Europe | 231 | 295 | 64 | |||||||||
Others | 199 | 225 | 26 | |||||||||
Total | 2,487 | 3,118 | 631 |
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
QUARTER AND FULL YEAR
UNAUDITED FINANCIAL RESULTS ENDED
DECEMBER 31, 2024
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 and full year ended December 31, 2024.
The Company is pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries for the three months and full year ended December 31, 2024 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 21, 2025 (Eastern Standard Time), in relation to the unaudited financial results for the three months and full year ended December 31, 2024, 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.
The Company’s shareholders and potential investors are advised not to place undue reliance on the unaudited financial results for the three months and full year ended December 31, 2024 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 21, 2025
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.
SCHEDULE I
MINISO Group Announces December Quarter and Full Year of 2024 Unaudited Financial Results
Diluted EPS and Adjusted Diluted EPS Up 16.7% and 16.0% respectively in 2024
Gross Margin Hit A Record High of 44.9% in 2024, Powered by Eight-Consecutive-
Quarter Growth
Overseas MINISO Stores Achieved Milestone of 3,000
Net New Stores of MINISO Group Over 1,200
Returned RMB1,574.5 Million to Shareholders in 2024
GUANGZHOU, China, March 21, 2025/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 and the full year ended December 31, 2024 (the “December Quarter” and the “Full Year”, respectively).
Full Year Financial Highlights
· | Revenue increased 22.8% year over year to RMB16,994.0 million (US$2,328.2 million). |
· | Gross profit increased 34.0% year over year to RMB7,637.1 million (US$1,046.3 million). |
· | Gross margin was 44.9%, compared to 41.2% in 2023. |
· | Operating profit increased 17.6% year over year to RMB3,315.8 million (US$454.3 million). |
· | Profit for the period increased 15.9% year over year to RMB2,635.4 million (US$361.1 million). |
· | Adjusted net profit(1) increased 15.4% year over year to RMB2,720.6 million (US$372.7 million). |
· | Adjusted net margin(1) was 16.0%, compared to 17.0% in 2023. |
· | Adjusted EBITDA(1) increased 21.4% year over year to RMB4,334.3 million (US$593.8 million). |
· | Adjusted EBITDA margin(1) was 25.5%, compared to 25.8% in 2023. |
· | Adjusted basic earnings per ADS(1) was RMB8.72 (US$1.19), representing an increase of 16.0% year over year. |
· | Adjusted diluted earnings per ADS(1) was RMB8.68 (US$1.19), representing an increase of 16.0% year over year. |
· | Cash position(2) was RMB6,698.1 million (US$917.6 million) as of December 31, 2024, compared to RMB6,887.0 million as of December 31, 2023. |
· | Net cash from operating activities was RMB2,168.3 million (US$297.1 million). Capital expenditure was RMB762.5 million (US$104.5 million) and free cash flow was RMB1,405.8 million (US$192.6 million) for the Full Year. |
· | Returned RMB1,574.5 million to shareholders in 2024 through RMB1,244.3 million in cash dividends and RMB330.2 million in share repurchases. |
Operational Highlights
· | Total number of stores on group level was 7,780 as of December 31, 2024, an increase of 1,219 net new stores in the Full Year. |
· | Number of MINISO stores was 7,504 as of December 31, 2024, with an opening of 1,091 net new stores in the Full Year. |
· | Number of MINISO stores in mainland China was 4,386 as of December 31, 2024, with an opening of 460 net new stores in the Full Year. |
· | Number of MINISO stores in overseas markets achieved 3,000-store milestone, reaching 3,118 as of December 31, 2024, with an opening of 631 net new stores in the Full Year. |
· | Number of TOP TOY stores was 276 as of December 31, 2024, with a record opening of total 128 net new stores in the Full Year. TOP TOY has also begun to expand into overseas markets since December Quarter. This strategic move aligns with the Company’s plan to expand globally and strengthen its brand presence. |
Notes:
(1) | See the sections titled “Non-IFRS Financial Measures” and “Reconciliation of Non-IFRS Financial Measures” in this press release for more information. |
(2) | “Cash position” refers to the combined balance of the Company’s cash and cash equivalents, restricted cash, term deposits with original maturity over three months, and other investments recorded as current assets. |
The following table provides a breakdown of the Company’s store network and its growth. The directly operated stores of the Company have doubled from a year ago. For the Full Year, the Company had a net increase of 290 directly operated stores, more than 90% of which were located in overseas markets.
As of | ||||||||||||
December 31, 2023 |
December 31, 2024 |
YoY | ||||||||||
Number of stores on group level | 6,561 | 7,780 | 1,219 | |||||||||
Number of MINISO stores(1) | 6,413 | 7,504 | 1,091 | |||||||||
Mainland China | 3,926 | 4,386 | 460 | |||||||||
– Directly operated stores | 26 | 25 | (1 | ) | ||||||||
– Third-party stores | 3,900 | 4,361 | 461 | |||||||||
Overseas | 2,487 | 3,118 | 631 | |||||||||
– Directly operated stores | 238 | 503 | 265 | |||||||||
– Third-party stores | 2,249 | 2,615 | 366 | |||||||||
Number of TOP TOY stores(2) | 148 | 276 | 128 | |||||||||
– Directly operated stores | 14 | 40 | 26 | |||||||||
– Third-party stores | 134 | 236 | 102 |
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. |
Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, “We capped off a remarkable 2024 with another quarter of solid operating and financial performance, achieving a record high revenue of around RMB17.0 billion in the Full Year. Revenue from MINISO brand in mainland China in December Quarter accelerated from September quarter. In retrospect of the Full Year, the year-over-year growth of revenue from MINISO brand in mainland China was 10.9%, sustaining a double-digit year-over-year growth on the basis of 36.2% year-over year growth in 2023. Overseas markets remained strong momentum with year-over-year revenue growth of 41.9% from MINISO brand in overseas markets in the Full Year. Notably, compound annual growth rate of revenue from MINISO brand in overseas markets exceeds 40% from 2021 to 2024. Overseas revenue contribution under MINISO brand climbed to 39.4% this year, underscoring higher growth potential and the flexibility unlocked by our globalization strategy.
In 2024, we added a record 1,200 net new stores globally, surpassing both our initial expectations and our previous record of net new stores created in 2023. Our global footprint expansion accelerated this year, as evidenced by the fact that store opening in overseas markets outpaced domestic markets and the fastest store opening pace in overseas markets ever, celebrating a milestone of 3,000 overseas MINISO stores as at the end of 2024.”
“2024 marked a pivotal year as we immersed ourselves in globalization strategy and evolved as a “Super Brand”. MINISO Group insists on interest-driven consumption, IP product innovation, and globalization strategy. We are well positioned to capture opportunities during retail transformation and exert influences on IP cooperation, product innovation and consumption experience. We will solidify MINISO’s leadership in the global retailing industry, propelling ourselves toward our vision to become the world’s No.1 IP design retail group.” Mr. Ye continued.
Mr. Eason Zhang, CFO of MINISO, commented, “2024 has marked the first full fiscal year we disclosed since the change of year end. Thanks to our solid execution of IP and globalization strategies, gross margin on the group level has climbed for eight consecutive quarters, marking both quarterly and annual records. Adjusted diluted EPS grew 16.0% year over year. Adjusted net profit grew 15.4% year over year to RMB2.72 billion, with adjusted net profit margin of 16.0%. Our cash position was RMB6.7 billion as of the end of 2024. Dividends paid to the shareholders and share repurchases in 2024 were RMB1.6 billion, compared with RMB1.0 billion in 2023. We would like to express sincere gratitude to our shareholders and were thrilled to announce a final dividend in the amount of around RMB0.74 billion, which was approximately 50% of the adjusted net profit generated in the second half of 2024, payable in April.
It is worth highlighting that MINISO Group managed to achieve ESG MSCI rating improvements for three consecutive years and obtain MSCI “AA” rating with top-tier performance in multiple topics. Moving forward, we will continue to implement sustainable development into our daily operation, adhere to longtermism and stick to balanced capital allocation strategy as we focus on delivering more sustainable, stable and foreseeable returns to our shareholders.”
“Looking into 2025, we are optimistic about top-line acceleration given current market dynamics and solid execution of growth initiatives. We will prioritize same-store sales growth and improve sales per square meter through further optimizing store layouts, refining assortments, etc. Meanwhile, we aim to improve store economics through various measures including disciplined spending. Combined with continuous gross margin expansion, we strive to maintain a reasonable and healthy profit margin over the long term.” Mr. Zhang concluded.
Recent Developments
Dividend Declaration
On March 21, 2025, the Board approved the distribution of a final cash dividend in the amount of US$0.3268 per American Depositary Share (the “ADS”) or US$0.0817 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on April 8, 2025, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for holders of ordinary shares in Hong Kong will be April 7, 2025; and the ex-dividend date for holders of ADSs will be April 8, 2025. The payment date is expected to be on April 17, 2025 for holders of ordinary shares and around April 23, 2025 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$101.3 million (RMB739.4 million) at an exchange rate of RMB7.2993 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 2024 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 final 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 April 8, 2025 (Beijing/Hong Kong Time).
Extension of the Share Repurchase Program
On August 30, 2024, the Board authorized a share repurchase program under which the Company may repurchase up to HKD2 billion in value of its outstanding ordinary shares and/or ADSs representing its ordinary shares over a period of 12 months starting from the approval date. On March 21, 2025, the Board authorized and approved for an extension of the duration of the share repurchase program to be valid until June 30, 2026.
Financial Results for the Full Year
Revenue was RMB16,994.0 million (US$2,328.2 million), representing an increase of 22.8% year over year, primarily driven by an 18.3% year-over-year increase in average store count.
Revenue from MINISO brand increased by 22.0% to RMB16,002.6 million (US$2,192.3 million), driven by (i) an increase of 10.9% in revenue from MINISO brand in mainland China, and (ii) an increase of 41.9% in revenue from MINISO brand in overseas markets. The year-over-year increase was primarily due to an increase of 21.8% in average store count, coupled with a mid-single digit same-store sales growth of MINISO overseas markets. The overseas revenue contributed 41.7% of revenue from MINISO brand, compared to 35.9% in 2023.
Revenue from TOP TOY brand increased by 44.7% to RMB983.5 million (US$134.7 million), primarily powered by a low-single digit same-store sales growth and a rapid growth in average store counts.
For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales was RMB9,357.0 million (US$1,281.9 million), representing an increase of 14.9% year over year.
Gross profit was RMB7,637.1 million (US$1,046.3 million), representing an increase of 34.0% year over year.
Gross margin reached historical high of 44.9%, representing an increase of 3.7 percentage points. The year-over-year increase in gross margin was primarily due to (i) higher revenue contribution from overseas directly operated markets which accounted for 56.7% of revenue from MINISO brand in overseas markets, compared to 48.4% in 2023 on a comparable basis(1), (ii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.
Other income was RMB21.6 million (US$3.0 million), compared to RMB22.6 million in 2023.
Selling and distribution expenses were RMB3,519.5 million (US$482.2 million), increased by 54.3% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB3,506.1 million (US$480.3 million), increased by 58.5% year over year. The year-over-year increase was mainly attributable to the Company’s investments into directly operated stores to pursue the future success of the Company’s business, especially in strategic overseas markets such as the U.S. market. As of December 31, 2024, total number of directly operated stores in overseas markets was 505, doubling such figure compared to a year ago. In the Full Year, revenue from directly operated stores has also doubled, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased 72.2%. Promotion and advertising expenses increased 37.7% in the Full Year, as a percentage of revenue stabilizing at around 3% in both comparative periods. Licensing expenses increased 29.2%, as a percentage of revenue stabilizing at around 2% in both comparative periods. Logistics expenses increased 51.0%, mainly reflecting the rising freight costs caused by the tension in international shipping.
General and administrative expenses were RMB931.7 million (US$127.6 million), increased by 37.5% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB859.9 million (US$117.8 million), increased by 29.4% year over year. The year-over-year increase was primarily due to the increase of personnel-related expenses in relation to the growth of the Company’s business.
Other net income was RMB114.7 million (US$15.7 million), compared to RMB62.4 million in 2023. The year-over-year increase was mainly due to an increase in investment income in wealth management products, and an increase in fair value of an investment, partially offset by a net foreign exchange loss.
Operating profit was RMB3,315.8 million (US$454.3 million), representing an increase of 17.6% year over year.
Net finance income was RMB25.8 million (US$3.5 million), compared to RMB161.0 million in 2023. The year-over-year decrease was mainly due to a decrease in interest income as a result of lower interest rate and reduced bank deposits principal as the Company reallocated certain resources to wealth management products, coupled with an increase in finance cost due to increased interest expenses on lease liabilities in line with the Company’s investment in directly operated stores.
Profit for the period was RMB2,635.4 million (US$361.1 million), compared to RMB2,274.0 million in 2023, representing an increase of 15.9% year over year.
Adjusted net profit, which represents profit for the period excluding equity-settled share-based payment expenses, was RMB2,720.6 million (US$372.7 million), representing an increase of 15.4% year over year.
Adjusted net margin was 16.0%, compared to 17.0% in 2023.
Adjusted EBITDA increased 21.4% year over year to RMB4,334.3 million (US$593.8 million).
Adjusted EBITDA margin was 25.5%, compared to 25.8% in 2023.
Basic earnings per ADS increased 16.6% year over year to RMB8.44 (US$1.16), compared to RMB7.24 in 2023.
Diluted earnings per ADS increased 16.7% year over year to RMB8.40 (US$1.15), compared to RMB7.20 in 2023.
Adjusted basic earnings per ADS increased 16.0% year over year to RMB8.72 (US$1.19), compared to RMB7.52 in 2023.
Adjusted diluted earnings per ADS increased 16.0% year over year to RMB8.68 (US$1.19), compared to RMB7.48 in 2023.
Cash position, which was the combined balance of the Company’s cash and cash equivalents, restricted cash, term deposits, and other investments recorded as current assets was RMB6,698.1 million (US$917.6 million) as of December 31, 2024, compared to RMB6,887.0 million as of December 31, 2023.
Net cash from operating activities was RMB2,168.3 million (US$297.1 million). Capital expenditure was RMB762.5 million (US$104.5 million) and free cash flow was RMB1,405.8 million (US$192.6 million) for the Full Year.
Financial Results for the December Quarter
Revenue was RMB4,712.7 million (US$645.6 million), representing an increase of 22.7% year over year.
Revenue from MINISO brand increased by 21.3% year over year, driven by (i) an increase of 6.5% in revenue from MINISO brand in mainland China, accelerating from 5.7% year-over-year increase in the September quarter, and (ii) an increase of 42.7% in revenue from MINISO brand in overseas markets. The year-over-year increase in revenue from MINISO brand in overseas markets was driven by an increase of 65.5% in revenue in overseas directly operated markets on a comparable basis(1), and an increase of 17.4% in revenue in overseas distributor markets on a comparable basis(1).
Revenue from TOP TOY brand increased by 50.3% to RMB282.8 million (US$38.7 million).
For more information on the composition and year-over-year change of revenue, please refer to the “Unaudited Additional Information” in this press release.
Cost of sales was RMB2,495.4 million (US$341.9 million), representing an increase of 14.3% year over year.
Gross profit was RMB2,217.3 million (US$303.8 million), representing an increase of 33.8% year over year.
Gross margin was 47.0%, representing a record high with an increase of 3.9 percentage points year over year.
Selling and distribution expenses were RMB1,001.0 million (US$137.1 million), representing an increase of 38.6% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB1,048.3 million (US$143.6 million), representing an increase of 49.6% year over year.
General and administrative expenses were RMB276.9 million (US$37.9 million), representing an increase of 48.0% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB246.8 million (US$33.8 million), representing an increase of 32.8% year over year.
Other net income was RMB36.2 million (US$5.0 million), compared to RMB20.2 million in the same period of 2023. The year-over-year increase was mainly due to an increase in investment income in wealth management products and an increase in fair value of an investment, partially offset by a net foreign exchange loss.
Operating profit was RMB968.4 million (US$132.7 million), representing an increase of 26.5% year over year.
Net finance cost was RMB16.1 million (US$2.2 million), compared to a net finance income of RMB40.9 million in the same period of 2023. The year-over-year decrease was mainly due to a decrease in interest income as a result of lower interest rate and reduced bank deposits principal as the Company reallocated certain resources to wealth management products, coupled with an increase in finance cost due to increased interest expenses on lease liabilities in line with the Company’s investment in directly operated stores.
Profit for the period was RMB809.7 million (US$110.9 million), representing an increase of 27.0% year over year.
Adjusted net profit, which represents profit for the period excluding equity-settled share-based payment expenses, was RMB792.5 million (US$108.6 million), representing an increase of 20.0% year over year.
Adjusted net margin was 16.8%, compared to 17.2% in the same period of 2023.
Adjusted EBITDA was RMB1,227.2 million (US$168.1 million), representing an increase of 23.3% year over year.
Adjusted EBITDA margin was 26.0%, compared to 25.9% in the same period of 2023.
Basic and diluted earnings per ADS were both RMB2.60 (US$0.36) in the December Quarter, representing an increase of 27.5% year over year from RMB2.04 in the same period of 2023.
Adjusted basic and diluted earnings per ADS were both RMB2.56 (US$0.35) in the December Quarter, representing an increase of 20.8% year over year from RMB2.12 in the same period of 2023.
Note:
(1) | “Comparable basis” refers to the basis that excludes the impacts from market transitions from overseas distributor markets to directly operated markets, or vice versa. |
Conference Call
The Company’s management will hold an earnings conference call at 5:00 A.M. Eastern Time on Friday, March 21, 2025 (5:00 P.M. Beijing Time on the same day) to discuss the financial results. Simultaneous interpretation in English will be provided during the conference call. The conference call can be accessed by the following Zoom link or dialing the following numbers:
Access 1
Join Zoom meeting.
Zoom link: https://zoom.us/j/99854017108?pwd=M6WgYlz4awEki6bx8Hc777G8qBrQO0.1
Meeting Number: 998 5401 7108
Meeting Passcode: 9896
Access 2
Listeners may access the call by dialing the following numbers with the same meeting number and passcode with access 1.
United States: | +1 689 278 1000 (or +1 719 359 4580) |
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 31, 2024, which was RMB7.2993 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.
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 Contacts:
MINISO Group Holding Limited
Email: ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in thousands)
As at | As at | |||||||||||
December 31, 2023 | December 31, 2024 | |||||||||||
(Audited) | (Unaudited) | |||||||||||
RMB’000 | RMB’000 | US$’000 | ||||||||||
ASSETS | ||||||||||||
Non-current assets | ||||||||||||
Property, plant and equipment | 769,306 | 1,436,939 | 196,860 | |||||||||
Right-of-use assets | 2,900,860 | 4,172,083 | 571,573 | |||||||||
Intangible assets | 19,554 | 8,802 | 1,206 | |||||||||
Goodwill | 21,643 | 21,418 | 2,934 | |||||||||
Deferred tax assets | 104,130 | 181,948 | 24,927 | |||||||||
Other investments | 90,603 | 123,399 | 16,906 | |||||||||
Trade and other receivables | 135,796 | 341,288 | 46,756 | |||||||||
Term deposits | 100,000 | 140,183 | 19,205 | |||||||||
Interests in equity-accounted investees | 15,783 | 38,567 | 5,284 | |||||||||
4,157,675 | 6,464,627 | 885,651 | ||||||||||
Current assets | ||||||||||||
Other investments | 252,866 | 100,000 | 13,700 | |||||||||
Inventories | 1,922,241 | 2,750,389 | 376,802 | |||||||||
Trade and other receivables | 1,518,357 | 2,207,013 | 302,360 | |||||||||
Cash and cash equivalents | 6,415,441 | 6,328,121 | 866,949 | |||||||||
Restricted cash | 7,970 | 1,026 | 141 | |||||||||
Term deposits | 210,759 | 268,952 | 36,846 | |||||||||
10,327,634 | 11,655,501 | 1,596,798 | ||||||||||
Total assets | 14,485,309 | 18,120,128 | 2,482,449 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)
(Expressed in thousands)
As at | As at | |||||||||||
December 31, 2023 | December 31, 2024 | |||||||||||
(Audited) | (Unaudited) | |||||||||||
RMB’000 | RMB’000 | US$’000 | ||||||||||
EQUITY | ||||||||||||
Share capital | 95 | 94 | 13 | |||||||||
Additional paid-in capital | 6,331,375 | 4,683,577 | 641,647 | |||||||||
Other reserves | 1,114,568 | 1,329,126 | 182,090 | |||||||||
Retained earnings | 1,722,157 | 4,302,177 | 589,396 | |||||||||
Equity attributable to equity shareholders of the Company | 9,168,195 | 10,314,974 | 1,413,146 | |||||||||
Non-controlling interests | 23,022 | 40,548 | 5,555 | |||||||||
Total equity | 9,191,217 | 10,355,522 | 1,418,701 | |||||||||
LIABILITIES | ||||||||||||
Non-current liabilities | ||||||||||||
Contract liabilities | 40,954 | 35,145 | 4,815 | |||||||||
Loans and borrowings | 6,533 | 4,310 | 590 | |||||||||
Other payables | 12,411 | 59,842 | 8,198 | |||||||||
Lease liabilities | 797,986 | 1,903,137 | 260,729 | |||||||||
Deferred income | 29,229 | 34,983 | 4,793 | |||||||||
887,113 | 2,037,417 | 279,125 | ||||||||||
Current liabilities | ||||||||||||
Contract liabilities | 324,028 | 323,292 | 44,291 | |||||||||
Loans and borrowings | 726 | 566,955 | 77,673 | |||||||||
Trade and other payables | 3,389,826 | 3,943,988 | 540,324 | |||||||||
Lease liabilities | 447,319 | 635,357 | 87,044 | |||||||||
Deferred income | 6,644 | 5,376 | 737 | |||||||||
Current taxation | 238,436 | 252,221 | 34,554 | |||||||||
4,406,979 | 5,727,189 | 784,623 | ||||||||||
Total liabilities | 5,294,092 | 7,764,606 | 1,063,748 | |||||||||
Total equity and liabilities | 14,485,309 | 18,120,128 | 2,482,449 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
(Expressed in thousands, except for per ordinary share and per ADS data)
Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||
RMB’000 | RMB’000 | US$ ’000 | RMB’000 | RMB’000 | US$ ’000 | |||||||||||||
Revenue | 3,841,313 | 4,712,705 | 645,638 | 13,838,797 | 16,994,025 | 2,328,172 | ||||||||||||
Cost of sales | (2,183,972 | ) | (2,495,407 | ) | (341,869 | ) | (8,140,366 | ) | (9,356,965 | ) | (1,281,899 | ) | ||||||
Gross profit | 1,657,341 | 2,217,298 | 303,769 | 5,698,431 | 7,637,060 | 1,046,273 | ||||||||||||
Other income | 5,556 | 3,570 | 489 | 22,617 | 21,595 | 2,959 | ||||||||||||
Selling and distribution expenses | (722,225 | ) | (1,000,985 | ) | (137,134 | ) | (2,281,080 | ) | (3,519,534 | ) | (482,174 | ) | ||||||
General and administrative expenses | (187,137 | ) | (276,870 | ) | (37,931 | ) | (677,394 | ) | (931,651 | ) | (127,636 | ) | ||||||
Other net income | 20,152 | 36,242 | 4,965 | 62,361 | 114,696 | 15,713 | ||||||||||||
(Credit loss)/Reversal of credit loss on trade and other receivables | (3,746 | ) | (7,095 | ) | (972 | ) | 2,708 | 2,469 | 338 | |||||||||
Impairment loss on non-current assets | (4,547 | ) | (3,742 | ) | (513 | ) | (7,995 | ) | (8,846 | ) | (1,212 | ) | ||||||
Operating profit | 765,394 | 968,418 | 132,673 | 2,819,648 | 3,315,789 | 454,261 | ||||||||||||
Finance income | 54,603 | 18,999 | 2,603 | 204,510 | 118,672 | 16,258 | ||||||||||||
Finance costs | (13,721 | ) | (35,093 | ) | (4,808 | ) | (43,479 | ) | (92,915 | ) | (12,729 | ) | ||||||
Net finance income/(cost) | 40,882 | (16,094 | ) | (2,205 | ) | 161,031 | 25,757 | 3,529 | ||||||||||
Share of profit of equity-accounted investees, net of tax | 268 | 3,676 | 504 | 268 | 5,986 | 820 | ||||||||||||
Profit before taxation | 806,544 | 956,000 | 130,972 | 2,980,947 | 3,347,532 | 458,610 | ||||||||||||
Income tax expense | (168,742 | ) | (146,272 | ) | (20,039 | ) | (706,952 | ) | (712,104 | ) | (97,558 | ) | ||||||
Profit for the period | 637,802 | 809,728 | 110,933 | 2,273,995 | 2,635,428 | 361,052 | ||||||||||||
Attributable to: | ||||||||||||||||||
Equity shareholders of the Company | 635,814 | 805,693 | 110,379 | 2,253,241 | 2,617,560 | 358,604 | ||||||||||||
Non-controlling interests | 1,988 | 4,035 | 554 | 20,754 | 17,868 | 2,448 | ||||||||||||
Earnings per share for ordinary shares | ||||||||||||||||||
– Basic | 0.51 | 0.65 | 0.09 | 1.81 | 2.11 | 0.29 | ||||||||||||
– Diluted | 0.51 | 0.65 | 0.09 | 1.80 | 2.10 | 0.29 | ||||||||||||
Earnings per ADS (Each ADS represents 4 ordinary shares) | ||||||||||||||||||
– Basic | 2.04 | 2.60 | 0.36 | 7.24 | 8.44 | 1.16 | ||||||||||||
– Diluted | 2.04 | 2.60 | 0.36 | 7.20 | 8.40 | 1.15 |
MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME (CONTINUED)
(Expressed in thousands)
Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||
RMB’000 | RMB’000 | US$ ’000 | RMB’000 | RMB’000 | US$ ’000 | |||||||||||||||||||
Profit for the period | 637,802 | 809,728 | 110,933 | 2,273,995 | 2,635,428 | 361,052 | ||||||||||||||||||
Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||
Exchange differences on translation of financial statements of foreign operations | (14,624 | ) | 3,420 | 469 | 22,328 | 19,128 | 2,621 | |||||||||||||||||
Other comprehensive (loss)/income for the period | (14,624 | ) | 3,420 | 469 | 22,328 | 19,128 | 2,621 | |||||||||||||||||
Total comprehensive income for the period | 623,178 | 813,148 | 111,402 | 2,296,323 | 2,654,556 | 363,673 | ||||||||||||||||||
Attributable to: | ||||||||||||||||||||||||
Equity shareholders of the Company | 621,230 | 812,694 | 111,340 | 2,274,903 | 2,635,833 | 361,108 | ||||||||||||||||||
Non-controlling interests | 1,948 | 454 | 62 | 21,420 | 18,723 | 2,565 |
MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES
(Expressed in thousands, except for per share, per ADS data and percentages)
Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||
2023 (Unaudited) |
2024 (Unaudited) |
2023 (Unaudited) |
2024
(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 | 637,802 | 809,728 | 110,933 | 2,273,995 | 2,635,428 | 361,052 | ||||||||||||||||||
Add back: | ||||||||||||||||||||||||
Equity-settled share-based payment expenses | 22,663 | (17,206 | ) | (2,357 | ) | 82,734 | 85,184 | 11,670 | ||||||||||||||||
Adjusted net profit | 660,465 | 792,522 | 108,576 | 2,356,729 | 2,720,612 | 372,722 | ||||||||||||||||||
Adjusted net margin | 17.2 | % | 16.8 | % | 16.8 | % | 17.0 | % | 16.0 | % | 16.0 | % | ||||||||||||
Attributable to: | ||||||||||||||||||||||||
Equity shareholders of the Company | 658,477 | 788,300 | 107,998 | 2,335,975 | 2,702,191 | 370,198 | ||||||||||||||||||
Non-controlling interests | 1,988 | 4,222 | 578 | 20,754 | 18,421 | 2,524 | ||||||||||||||||||
Adjusted net earnings per share(1) | ||||||||||||||||||||||||
– Basic | 0.53 | 0.64 | 0.09 | 1.88 | 2.18 | 0.30 | ||||||||||||||||||
– Diluted | 0.53 | 0.64 | 0.09 | 1.87 | 2.17 | 0.30 | ||||||||||||||||||
Adjusted net earnings per ADS (Each ADS represents 4 ordinary shares) | ||||||||||||||||||||||||
– Basic | 2.12 | 2.56 | 0.35 | 7.52 | 8.72 | 1.19 | ||||||||||||||||||
– Diluted | 2.12 | 2.56 | 0.35 | 7.48 | 8.68 | 1.19 | ||||||||||||||||||
Reconciliation of adjusted net profit for the period to adjusted EBITDA: | ||||||||||||||||||||||||
Adjusted net profit | 660,465 | 792,522 | 108,576 | 2,356,729 | 2,720,612 | 372,722 | ||||||||||||||||||
Add back: | ||||||||||||||||||||||||
Depreciation and amortization | 152,373 | 253,304 | 34,703 | 464,245 | 808,694 | 110,791 | ||||||||||||||||||
Finance costs | 13,721 | 35,093 | 4,808 | 43,479 | 92,915 | 12,729 | ||||||||||||||||||
Income tax expense | 168,742 | 146,272 | 20,039 | 706,952 | 712,104 | 97,558 | ||||||||||||||||||
Adjusted EBITDA | 995,301 | 1,227,191 | 168,126 | 3,571,405 | 4,334,325 | 593,800 | ||||||||||||||||||
Adjusted EBITDA margin | 25.9 | % | 26.0 | % | 26.0 | % | 25.8 | % | 25.5 | % | 25.5 | % |
Note:
(1) | Adjusted basic and diluted net earnings per 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 share calculation on an IFRS basis. |
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
(Expressed in thousands, except for percentages)
Three months ended December 31, | Twelve months ended December 31, | |||||||||||||||||||||||||||||||
2023 | 2024 | YoY | 2023 | 2024 | YoY | |||||||||||||||||||||||||||
RMB’000 | RMB’000 | US$’000 | RMB’000 | RMB’000 | US$’000 | |||||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||
MINISO Brand | 3,649,667 | 4,428,593 | 606,715 | 21.3 | % | 13,119,746 | 16,002,565 | 2,192,343 | 22.0 | % | ||||||||||||||||||||||
– Mainland China | 2,155,704 | 2,296,877 | 314,671 | 6.5 | % | 8,414,730 | 9,328,231 | 1,277,963 | 10.9 | % | ||||||||||||||||||||||
– Overseas | 1,493,963 | 2,131,716 | 292,044 | 42.7 | % | 4,705,016 | 6,674,334 | 914,380 | 41.9 | % | ||||||||||||||||||||||
TOP TOY Brand | 188,178 | 282,808 | 38,745 | 50.3 | % | 679,709 | 983,525 | 134,742 | 44.7 | % | ||||||||||||||||||||||
Others(1) | 3,468 | 1,304 | 178 | (62.4 | )% | 39,342 | 7,935 | 1,087 | (79.8 | )% | ||||||||||||||||||||||
3,841,313 | 4,712,705 | 645,638 | 22.7 | % | 13,838,797 | 16,994,025 | 2,328,172 | 22.8 | % |
Note:
(1) | “Others” refers to revenue generated from other operating segments such as “WonderLife”, which was a secondary brand targeting on lower-tier cities in mainland China, aggregated and presented as “others”. As the MINISO brand increasingly penetrated into lower-tier cities in mainland China, “WonderLife” has become marginalized. |
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN MAINLAND CHINA
As of | ||||||||||||
December 31, 2023 |
December 31, 2024 |
YoY | ||||||||||
By City Tiers | ||||||||||||
First-tier cities | 522 | 587 | 65 | |||||||||
Second-tier cities | 1,617 | 1,822 | 205 | |||||||||
Third – or lower-tier cities | 1,787 | 1,977 | 190 | |||||||||
Total | 3,926 | 4,386 | 460 |
MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN OVERSEAS MARKETS
As of | ||||||||||||
December 31, 2023 |
December 31, 2024 |
YoY | ||||||||||
By Regions | ||||||||||||
Asia excluding China | 1,333 | 1,611 | 278 | |||||||||
North America | 172 | 350 | 178 | |||||||||
Latin America | 552 | 637 | 85 | |||||||||
Europe | 231 | 295 | 64 | |||||||||
Others | 199 | 225 | 26 | |||||||||
Total | 2,487 | 3,118 | 631 |
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)
ANNUAL RESULTS ANNOUNCEMENT
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
The board (the “Board”) of directors (the “Directors”) of MINISO Group Holding Limited (the “Company”) is pleased to announce the consolidated annual results of the Company and its subsidiaries (the “Group”) for the fiscal year ended December 31, 2024 (the “Reporting Period”), together with the comparative figures for the six months ended December 31, 2023 and the twelve months ended December 31, 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 six months ended December 31, |
For the twelve months ended December 31, |
For the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
(Renminbi (“RMB”) in thousands, except percentages and per share data) |
||||||||||||
Revenue | 7,632,467 | 13,838,797 | 16,994,025 | |||||||||
Gross profit | 3,241,039 | 5,698,431 | 7,637,060 | |||||||||
Operating profit | 1,553,707 | 2,819,648 | 3,315,789 | |||||||||
Profit before taxation | 1,652,742 | 2,980,947 | 3,347,532 | |||||||||
Profit for the period/year | 1,256,077 | 2,273,995 | 2,635,428 | |||||||||
Profit for the period/year attributable to: | ||||||||||||
– Equity shareholders of the Company | 1,248,405 | 2,253,241 | 2,617,560 | |||||||||
– Non-controlling interests | 7,672 | 20,754 | 17,868 | |||||||||
Earnings per ordinary share (the “Share”) | ||||||||||||
– Basic (RMB) | 1.00 | 1.81 | 2.11 | |||||||||
– Diluted (RMB) | 1.00 | 1.80 | 2.10 | |||||||||
Adjusted net profit (a non-IFRS measure) | 1,302,509 | 2,356,729 | 2,720,612 | |||||||||
Adjusted net earnings per Share (a non-IFRS measure) | ||||||||||||
– Basic (RMB) | 1.04 | 1.88 | 2.18 | |||||||||
– Diluted (RMB) | 1.04 | 1.87 | 2.17 | |||||||||
Adjusted EBITDA (a non-IFRS measure) | 2,009,617 | 3,571,405 | 4,334,325 |
NON-IFRS FINANCIAL MEASURES
In evaluating the business, MINISO considers and uses adjusted net profit, adjusted EBITDA 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 defines adjusted EBITDA as adjusted net profit plus depreciation and amortization, finance costs and income tax expense. 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 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 and adjusted EBITDA, both non-IFRS measures, for the six months ended December 31, 2023, the twelve months ended December 31, 2023, and the fiscal year ended December 31, 2024 to the most directly comparable financial measure calculated and presented in accordance with IFRS, which is profit for the period/year.
For the six months ended December 31, |
For the twelve months ended December 31, |
For the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
(RMB in thousands) | ||||||||||||
Profit for the period/year | 1,256,077 | 2,273,995 | 2,635,428 | |||||||||
Add back: | ||||||||||||
Equity-settled share-based payment expenses | 46,432 | 82,734 | 85,184 | |||||||||
Adjusted net profit (a non-IFRS measure) | 1,302,509 | 2,356,729 | 2,720,612 | |||||||||
Add back: | ||||||||||||
Depreciation and amortization | 285,241 | 464,245 | 808,694 | |||||||||
Finance costs | 25,202 | 43,479 | 92,915 | |||||||||
Income tax expense | 396,665 | 706,952 | 712,104 | |||||||||
Adjusted EBITDA (a non-IFRS measure) | 2,009,617 | 3,571,405 | 4,334,325 |
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 Company published its audited consolidated financial statements covering a period of six months from July 1, 2023 to December 31, 2023. The annual results announcement for the current annual financial period covers a period of twelve months from January 1, 2024 to December 31, 2024(the “fiscal year ended December 31, 2024”).
Given the foregoing, certain comparative information are for a period of six months from July 1, 2023 to December 31, 2023, and hence may not be directly comparable. To enhance the comparability of the current year’s financial results, the Company has also included in this announcement the unaudited financial results of the Company for the twelve months ended December 31, 2023, which are derived from the arithmetic combination of the financial results as disclosed in the annual report of the Company for the six months ended December 31, 2023 and the annual report of the Company for the twelve months ended June 30, 2023, after arithmetic adjustments made to exclude the financial results of first six months of the relevant period as disclosed in the interim report published by the Company for the six months ended December 31, 2022.
BUSINESS REVIEW AND OUTLOOK
Business Review for the Reporting Period
We are a global value retailer offering a variety of trendy lifestyle products featuring IP design. Since we opened our first store in mainland 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.
For the fiscal year ended December 31, 2024, the total number of MINISO stores in mainland China and overseas markets increased from 6,413 as of December 31, 2023 to 7,504 as of December 31, 2024. The number of TOP TOY stores increased from 148 as of December 31, 2023 to 276 as of December 31, 2024. For the fiscal year ended December 31, 2024, the aggregate GMV of the Group reached approximately RMB30.4 billion.
Brands and Products
For the fiscal year ended December 31, 2024, we launched an average of over 1,180 SKUs in “MINISO” channels per month, and we offered consumers a wide selection of over 12,600 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 11,100 SKUs as of December 31, 2024 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, 2024, we served consumers primarily through a network of over 7,500 MINISO stores, including nearly 4,400 MINISO stores in mainland China and over 3,100 MINISO stores in overseas markets. The following table shows the number of MINISO stores in mainland China and overseas as of the dates presented:
As of December 31, | ||||||||
2023 | 2024 | |||||||
Number of MINISO stores | ||||||||
Mainland China | 3,926 | 4,386 | ||||||
Directly operated stores | 26 | 25 | ||||||
Stores operated under MINISO Retail Partner model | 3,878 | 4,335 | ||||||
Stores operated under distributor model | 22 | 26 | ||||||
Overseas | 2,487 | 3,118 | ||||||
Directly operated stores | 238 | 503 | ||||||
Stores operated under MINISO Retail Partner model | 283 | 404 | ||||||
Stores operated under distributor model | 1,966 | 2,211 | ||||||
Total | 6,413 | 7,504 |
We have expanded our TOP TOY store network in mainland China since 2020. TOP TOY has also begun to expand to overseas markets since 2024. This strategic move aligns with the Company’s plan to expand globally and strengthen its brand presence. As of December 31, 2024, we had a total of 276 TOP TOY stores, 272 of which located in mainland China. The following table shows the number of TOP TOY stores in mainland China and overseas as of the dates presented:
As of December 31, | ||||||||
2023 | 2024 | |||||||
Number of TOP TOY stores | ||||||||
Directly operated stores | 14 | 40 | ||||||
Stores operated under MINISO Retail Partner model | 134 | 236 | ||||||
Total | 148 | 276 |
Store operations in mainland China
As of December 31, 2024, apart from 25 directly operated MINISO stores, 26 distributor MINISO stores and 38 directly operated TOP TOY stores, all of our other MINISO and TOP TOY stores in mainland China were operated under the MINISO Retail Partner model.
The following table shows the aggregate numbers of MINISO stores in mainland China for the period/year indicated:
For the six months ended December 31, |
For the twelve months ended December 31, |
For the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
Directly operated stores | ||||||||||||
Number of stores at the beginning of the period/year | 15 | 16 | 26 | |||||||||
Number of new stores opened during the period/year | 13 | 15 | 10 | |||||||||
Number of closed stores during the period/year(2) | 2 | 5 | 11 | |||||||||
Net increase/(decrease) in number of stores during the period/year | 11 | 10 | (1 | ) | ||||||||
Number of stores at the end of the period/year | 26 | 26 | 25 | |||||||||
Stores operated under MINISO Retail Partner model | ||||||||||||
Number of stores at the beginning of the period/year | 3,569 | 3,290 | 3,878 | |||||||||
Number of new stores opened during the period/year (1) | 412 | 745 | 756 | |||||||||
Number of closed stores during the period/year (1)(2) | 103 | 157 | 299 | |||||||||
Net increase in number of stores during the period/year | 309 | 588 | 457 | |||||||||
Number of stores at the end of the period/year | 3,878 | 3,878 | 4,335 | |||||||||
Stores operated under distributor model | ||||||||||||
Number of stores at the beginning of the period/year | 20 | 19 | 22 | |||||||||
Number of new stores opened during the period/year | 2 | 3 | 4 | |||||||||
Number of closed stores during the period/year (2) | – | – | – | |||||||||
Net increase in number of stores during the period/year | 2 | 3 | 4 | |||||||||
Number of stores at the end of the period/year | 22 | 22 | 26 |
Notes:
(1) | The number of MINISO Retail Partner stores opened or closed during the period/year excluded the movement of stores relocation and upgrade. |
(2) | 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. |
Our ability to penetrate various tiers of cities is evidenced by our proven track record of successfully penetrating into various lower-tier cities in mainland China despite our previous experience operating in mostly high-tier Chinese cities. For the fiscal year ended December 31, 2024, the number of net new stores in first – and second-tier cities accounted for around 59%.
The following table shows the aggregate number of MINISO stores in mainland China by city-tiers as of the dates indicated:
As of December 31, | ||||||||
2023 | 2024 | |||||||
Number of MINISO stores in mainland China | ||||||||
First-tier cities | 522 | 587 | ||||||
Second-tier cities | 1,617 | 1,822 | ||||||
Third- or lower-tier cities | 1,787 | 1,977 | ||||||
Total | 3,926 | 4,386 |
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 that invested in MINISO stores in mainland China for the period/year indicated:
For the six months ended December 31, |
For the twelve months ended December 31, |
For the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
Number of MINISO Retail Partners at the beginning of the period/year(1) | 1,022 | 981 | 1,049 | |||||||||
Number of new MINISO Retail Partners during the period/year | 79 | 148 | 161 | |||||||||
Number of terminated MINISO Retail Partners during the period/year(2) | 52 | 80 | 139 | |||||||||
Net increase in number of MINISO Retail Partners during the period/year | 27 | 68 | 22 | |||||||||
Number of MINISO Retail Partners at the end of the period/year | 1,049 | 1,049 | 1,071 |
Notes:
(1) | The 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 on that date. |
(2) | The number of terminated MINISO Retail Partners for the six months ended December 31, 2023, the twelve months ended December 31, 2023 and the fiscal year ended December 31, 2024 were 52, 80 and 139, respectively. The increase in the number of terminated MINISO Retail Partners for the fiscal year ended December 31, 2024 was mainly due to our optimization of MINISO Retail Partners structure, which reduced several long-tail MINISO Retail Partners. As of December 31, 2024, there were 1,071 MINISO Retail Partners that invested in MINISO stores in mainland China, and 626 of them had invested for over three years. We had one distributor for the MINISO brand in Tibet, China during the fiscal year ended December 31, 2024. As of the date of this announcement, there has been no conversion of our collaboration partners in mainland China from a MINISO Retail Partner to a distributor, or vice versa. |
The majority of our TOP TOY stores in mainland China are operated under the MINISO Retail Partner model as well. As of December 31, 2023 and 2024, we had 42 and 64 MINISO Retail Partners operating TOP TOY stores, respectively. Some MINISO Retail Partners in mainland China may invest in both MINISO and TOP TOY stores.
Store operations in overseas markets
We have adopted flexible store operation models, including direct operation, MINISO Retail Partner model and 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, 2024, in overseas markets, there were 503 stores directly operated by us and 2,615 stores operated under the MINISO Retail Partner model and distributor model.
The following table shows the aggregate number of MINISO stores in overseas markets for the period/year indicated:
For the six months ended December 31, |
For the twelve months ended December 31, |
For the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
Directly operated stores | ||||||||||||
Number of stores at the beginning of the period/year | 176 | 153 | 238 | |||||||||
Number of new stores opened during the period/year | 87 | 124 | 279 | |||||||||
Number of closed stores during the period/year (1) | 25 | 39 | 14 | |||||||||
Net increase in number of stores during the period/year | 62 | 85 | 265 | |||||||||
Number of stores at the end of the period/year | 238 | 238 | 503 | |||||||||
Stores operated under MINISO Retail Partner model | ||||||||||||
Number of stores at the beginning of the period/year | 252 | 246 | 283 | |||||||||
Number of new stores opened during the period/year | 55 | 79 | 145 | |||||||||
Number of closed stores during the period/year (1) | 24 | 42 | 24 | |||||||||
Net increase in number of stores during the period/year | 31 | 37 | 121 | |||||||||
Number of stores at the end of the period/year | 283 | 283 | 404 | |||||||||
Stores operated under distributor model | ||||||||||||
Number of stores at the beginning of the period/year | 1,759 | 1,716 | 1,966 | |||||||||
Number of new stores opened during the period/year | 247 | 405 | 402 | |||||||||
Number of closed stores during the period/year (1) | 40 | 155 | 157 | |||||||||
Net increase in number of stores during the period/year | 207 | 250 | 245 | |||||||||
Number of stores at the end of the period/year | 1,966 | 1,966 | 2,211 |
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. |
The following table shows the aggregate number of MINISO stores in overseas markets by region as of the dates indicated:
As of December 31, | ||||||||
2023 | 2024 | |||||||
Number of MINISO stores in overseas markets | ||||||||
Asia excluding China | 1,333 | 1,611 | ||||||
North America | 172 | 350 | ||||||
Latin America | 552 | 637 | ||||||
Europe | 231 | 295 | ||||||
Others | 199 | 225 | ||||||
Total | 2,487 | 3,118 |
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 period/year indicated:
For the six months ended December 31, |
For the twelve months ended December 31, |
For the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
Number of distributors at the beginning of the period/year(1) | 229 | 212 | 230 | |||||||||
Number of new distributors during the period/year(2) | 8 | 25 | 61 | |||||||||
Number of terminated distributors during the period/year(2) | 7 | 7 | 39 | |||||||||
Net increase in number of distributors during the period/year | 1 | 18 | 22 | |||||||||
Number of distributors at the end of the period/year(1) | 230 | 230 | 252 |
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 on 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 December 31, 2023 and 2024, we had 78 and 114 MINISO Retail Partners in the overseas markets, respectively. The increase in the number of MINISO Retail Partners for the fiscal year ended December 31, 2024 was primarily due to the increase in the number of MINISO Retail Partners in Indonesia.
Other Key Operating Data
The following tables set forth certain of our key operating data of MINISO stores in mainland China and overseas markets, respectively:
For
the six months ended December 31, |
For
the twelve months ended December 31, |
For
the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
MINISO stores in mainland China | ||||||||||||
Total GMV(1) (RMB in millions) | 6,895 | 13,035 | 14,008 | |||||||||
Total number of transactions (in millions) | 183.2 | 346.7 | 368.1 | |||||||||
Total sales volume of SKUs (in millions) | 484.4 | 946.2 | 978.8 | |||||||||
Average spending per transaction (RMB) | 37.6 | 37.6 | 38.1 | |||||||||
Average selling price (RMB) | 14.2 | 13.8 | 14.3 | |||||||||
Same-store(2) GMV Growth (%) | 35%~40% | 30%~35% | Down high-single digit |
Notes:
(1) | Includes GMV generated through MINISO offline stores and Online to Offline (“O2O”) platforms. |
(2) | Includes stores that opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods and closed for less than 30 days during both comparative periods. |
For
the six months ended December 31, |
For
the twelve months ended December 31, |
For
the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
MINISO stores in overseas markets | ||||||||||||
Total GMV (RMB in millions) | 6,452 | 10,989 | 14,001 | |||||||||
Asia excluding China | 2,323 | 4,108 | 5,039 | |||||||||
North America | 824 | 1,282 | 2,141 | |||||||||
Latin America | 2,411 | 4,140 | 4,897 | |||||||||
Europe | 575 | 896 | 1,260 | |||||||||
Others | 319 | 563 | 664 | |||||||||
Same-store(1) GMV Growth (%) | 20%~25% | 25%~30% | up mid-single digit | |||||||||
Asia excluding China | up mid-teens | up high-teens | up high-single digit | |||||||||
North America | 70%~75% | 75%~80% | flat | |||||||||
Latin America | 30%~35% | 35%~40% | up mid-single digit | |||||||||
Europe | up mid-teens | up mid-teens | flat | |||||||||
Others | down low-single digit | up low-single digit | down mid-single digit |
Note:
(1) | Includes stores that opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods and closed for less than 30 days during both comparative periods. |
The following table sets forth the GMV of MINISO brand in mainland China through online channels for the period/year indicated:
For the six months ended December 31, |
For the twelve months ended December 31, |
For the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
(RMB in millions) | ||||||||||||
MINISO brand in mainland China | ||||||||||||
Total GMV through online channels(1) | 321 | 637 | 791 |
Note:
(1) | Excludes GMV through O2O platforms which is accounted for in GMV through offline channels. |
Our TOP TOY brand started operating in December 2020 in mainland China. For the fiscal year ended December 31, 2024, our TOP TOY brand achieved a total GMV of RMB1,410.4 million through multi-channels. The following table sets forth certain of our key operating data of TOP TOY stores in mainland China.
For the six months ended December 31, |
For the twelve months ended December 31, |
For the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
TOP TOY stores in mainland China | ||||||||||||
Total GMV (RMB in millions) | 445 | 814 | 1,148 | |||||||||
Total number of transactions (in millions) | 3.8 | 6.7 | 10.5 | |||||||||
Total sales volume of SKUs (in millions) | 7.1 | 12.9 | 19.9 | |||||||||
Average spending per transaction (RMB) | 118.7 | 121.3 | 109.5 | |||||||||
Average selling price (RMB) | 62.5 | 63.3 | 57.8 | |||||||||
Same-store(1) GMV Growth (%) | 80~85% | 45%~50% | up mid-single digit |
Note:
(1) | Includes stores that opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods and closed for less than 30 days during both comparative periods. |
RECENT DEVELOPMENTS AFTER THE REPORTING PERIOD
Very Substantial Acquisition of Shares in Yonghui Superstores Co., Ltd
References are made to the announcement of the Company dated September 23, 2024 and the circular of the Company dated November 22, 2024 in relation to a very substantial acquisition.
On September 23, 2024, the Company, through its wholly-owned subsidiary, entered into share purchase agreements with independent third parties, respectively, to acquire an aggregate of 2,668,135,376 shares in Yonghui Superstores Co., Ltd (永輝超市股份有限公司) (representing approximately 29.4% of its entire issued share capital), at the consideration in the amount of RMB6,270,118,134 (equivalent to approximately HK$6,916,461,457, converted at the exchange rate of RMB0.90655 to HK$1.0000 for illustrative purpose) (the “Yonghui Acquisition”). Yonghui Superstores Co., Ltd, a listed company on the Shanghai Stock Exchange (stock code: 601933), is a retail chain operator featuring fresh produce management, mainly operates hypermarkets, supermarkets and community supermarkets and has approximately 821 outlets spanning across more than 25 provinces and municipalities across the mainland China as of September 30, 2024.
The Yonghui Acquisition was approved by the Company’s shareholders at the extraordinary general meeting of the Company held on January 17, 2025. The Yonghui Acquisition has already been completed in the first quarter of 2025.
Issue of Equity Linked Securities and Entry into Call Spread
References are made to the announcements of the Company dated January 7, 2025 and January 14, 2025 in relation to the issue of equity linked securities and entry into call spread by the Company.
In January 2025, the Company entered into a subscription agreement with UBS AG Hong Kong Branch and The Hongkong and Shanghai Banking Corporation Limited for the issuance of equity linked securities by the Company, which are convertible debt securities that shall be settled wholly in cash, with an aggregate principal amount of US$550,000,000 and an expected maturity date on January 14, 2032 (the “Equity Linked Securities”). The initial exercise price of the Equity Linked Securities is US$8.2822 per Share, subject to adjustment upon the occurrence of certain customary prescribed corporate actions. The Equity Linked Securities have been approved by the Singapore Exchange Securities Trading Limited (“SGX-ST”) to be listed and quoted on the Official List of the SGX-ST.
Further, the Company and UBS AG, London Branch and The Hongkong and Shanghai Banking Corporation Limited (the “Call Spread Counterparties”) entered into a call spread (the “Call Spread”), which is separate from, but is part and parcel of, the Equity Linked Securities, and comprise:
(a) | Lower Strike Call: a call option transaction granted by the Call Spread Counterparties to the Company, exercisable at the discretion of the Company, entitling the Company to (a) the difference, settled in cash, between the exercise price of the lower strike call, which is equivalent to the exercise price of the Securities, and the volume weighted average price per Share over a specified period of trading days, converted to U.S. dollars at the prevailing exchange rate, and multiplied by (b) the number of Shares underlying the lower strike call being exercised; and |
(b) | Upper Strike Warrant: a call option transaction with an expected exercise price of HK$102.1 per Share, representing a premium of 110.0% over the Delta Reference Price (for reference and illustration only) and a premium of 99.9% over the Stock Reference Price, granted by the Company to the Call Spread Counterparties, exercisable at the discretion of the Call Spread Counterparties, which would entitle the Call Spread Counterparties to receive newly allotted and issued Shares (the “Upper Strike Shares”), the maximum number of which is subject to adjustment upon the occurrence of certain customary prescribed corporate actions. As at January 7, 2025, the maximum number of Upper Strike Shares that may be issued was 66,407,407 Shares (representing approximately 5.31% of the then total issued and outstanding Shares), which does not exceed and will be issued under the general mandate granted by the Shareholders to the Directors on June 20, 2024 to allot and issue new Shares. The Company has received approval from the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange” or “HKEX”) for the listing of, and permission to deal in, the Upper Strike Shares issuable under the Upper Strike Warrant. |
The Call Spread is structured such that the timing, size and economics of the exercises under the Call Spread is able to match the exercises under the Equity Linked Securities. This overall structure will enable the Company to raise funds in a form similar to convertible debt securities, whilst deferring potential dilution to a higher effective exercise price.
The Company raised total net proceeds of US$457,079,647 (equivalent to HK$3,553,839,963) from the offering and sale of the Equity Linked Securities and the Call Spread. The Company plans to use the net proceeds for overseas store network expansion, supply chain optimization and development, brand building and promotion, additional overseas working capital and other general corporate purposes, and to purchase its Shares and/or American Depositary Shares (the “ADS(s)”) (each representing four Shares) from time to time pursuant to its share repurchase programs.
Share Repurchase Program
Reference is made to the announcement of the Company dated August 30, 2024 in relation to the share repurchase program adopted by the Company to conduct share repurchase may up to HK$2 billion in value of its Shares and/or ADSs from the open market over a 12-month period starting from the announcement date. On March 21, 2025, the Board has authorized and approved for an extension of the duration of the share repurchase program to be valid until June 30, 2026.
Save as disclosed in this announcement, there were no other significant events that might affect us since the end of the Reporting Period and up to the date of this announcement.
Business Outlook
Looking ahead to 2025, we will remain focused on our long-term strategic goals: firmly advance further globalization, strengthen our product offerings and optimize our store network. Going forward, we expect to further grow our business by pursuing the following strategies.
We will participate in global competition and differentiate ourselves through two angles: cost advantage and product differentiation. While adhering 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.
In mainland China, we will continue to expand and upgrade our sales network. We will further penetrate cities that we have already covered through a variety of store formats while also constantly enhancing the MINISO Retail Partners program.
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.
MANAGEMENT DISCUSSION AND ANALYSIS
For the six months ended December 31, |
For the twelve months ended December 31, |
For the fiscal year ended December 31, |
||||||||||
2023 | 2023 | 2024 | ||||||||||
(RMB in thousands) | ||||||||||||
Revenue | 7,632,467 | 13,838,797 | 16,994,025 | |||||||||
Cost of sales | (4,391,428 | ) | (8,140,366 | ) | (9,356,965 | ) | ||||||
Gross profit | 3,241,039 | 5,698,431 | 7,637,060 | |||||||||
Other income | 18,993 | 22,617 | 21,595 | |||||||||
Selling and distribution expenses | (1,363,114 | ) | (2,281,080 | ) | (3,519,534 | ) | ||||||
General and administrative expenses | (357,689 | ) | (677,394 | ) | (931,651 | ) | ||||||
Other net income | 21,105 | 62,361 | 114,696 | |||||||||
(Credit loss)/reversal of credit loss on trade and other receivables | (2,080 | ) | 2,708 | 2,469 | ||||||||
Impairment loss on non-current assets | (4,547 | ) | (7,995 | ) | (8,846 | ) | ||||||
Operating profit | 1,553,707 | 2,819,648 | 3,315,789 | |||||||||
Finance income | 123,969 | 204,510 | 118,672 | |||||||||
Finance costs | (25,202 | ) | (43,479 | ) | (92,915 | ) | ||||||
Net finance income | 98,767 | 161,031 | 25,757 | |||||||||
Share of profit of equity-accounted investees, net of tax | 268 | 268 | 5,986 | |||||||||
Profit before taxation | 1,652,742 | 2,980,947 | 3,347,532 | |||||||||
Income tax expense | (396,665 | ) | (706,952 | ) | (712,104 | ) | ||||||
Profit for the period/year | 1,256,077 | 2,273,995 | 2,635,428 | |||||||||
Profit for the period/year attributable to: | ||||||||||||
– Equity shareholders of the Company | 1,248,405 | 2,253,241 | 2,617,560 | |||||||||
– Non-controlling interests | 7,672 | 20,754 | 17,868 |
Revenue
Our total revenue was RMB16,994.0 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB13,838.8 million; for the six months ended December 31, 2023: RMB7,632.5 million), which consisted of 60.7% revenue generated in mainland China and 39.3% revenue generated in overseas markets.
Cost of Sales
Our cost of sales was RMB9,357.0 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB8,140.4 million; for the six months ended December 31, 2023: RMB4,391.4 million).
Gross Profit and Gross Margin
Our gross profit was RMB7,637.1 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB5,698.4 million; for the six months ended December 31, 2023: RMB3,241.0 million), and gross margin was 44.9% for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: 41.2%; for the six months ended December 31, 2023: 42.5%). 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, and (ii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.
Other Income
Our other income was RMB21.6 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB22.6 million; for the six months ended December 31, 2023: RMB19.0 million).
Selling and Distribution Expenses
Our selling and distribution expenses were RMB3,519.5 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB2,281.1 million; for the six months ended December 31, 2023: RMB1,363.1 million). Excluding equity-based compensation expenses, our selling and distribution expenses were RMB3,506.1 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB2,211.4 million; for the six months ended December 31, 2023: RMB1,321.6 million), which was primarily due to the increase in Company’s investment into directly operated markets such as in the U.S. market. As of December 31, 2024, the total number of directly operated stores in overseas markets was 505, which doubled as compared to a year ago. For the fiscal year ended December 31, 2024, the revenue from directly operated stores has also doubled, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share- based compensation expenses increased by 72.2%. Promotion and advertising expenses increased by 37.7% in 2024, as a percentage of revenue stabilizing at around 3% as a percentage of our total revenue in both comparative periods for the full year and six months ended December 31, 2023 respectively. Licensing expenses increased by 29.2%, stabilizing at around 2% as a percentage of our total revenue in both comparative periods. Logistics expenses increased by 51.0%, mainly reflecting the rising freight costs caused by the tension in international shipping.
General and Administrative Expenses
Our general and administrative expenses were RMB931.7 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB677.4 million; for the six months ended December 31, 2023: RMB357.7 million). Excluding equity-settled share-based payment expenses, our general and administrative expenses were RMB859.9 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB664.4 million; for the six months ended December 31, 2023: RMB352.8 million), which were primarily attributable to the personnel-related expenses in relation to the growth of our business.
Other Net Income
Our other net income was RMB114.7 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB62.4 million; for the six months ended December 31, 2023: RMB21.1 million). The year-over-year increase was mainly due to an increase in investment income in wealth management products and an increase in fair value of an investment, partially offset by a net foreign exchange loss.
Impairment Loss on Non-current Assets
Our impairment loss on non-current assets was RMB4.5 million and RMB8.8 million for the six months ended December 31, 2023 and the fiscal year ended December 31, 2024, respectively (for the twelve months ended December 31, 2023: RMB8.0 million). 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 RMB3,315.8 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB2,819.6 million; for the six months ended December 31, 2023: RMB1,553.7 million).
Net Finance Income
Our net finance income was RMB25.8 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB161.0 million; for the six months ended December 31, 2023: RMB98.8 million). The year-over-year decrease was mainly due to a decrease in interest income as a result of decrease in both principal and interest rate in bank deposits, coupled with an increase in finance cost due to increased interest expense on lease liabilities in conjunction with the Company’s investment in directly operated stores.
Income Tax Expense
We recorded income tax expense of RMB712.1 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB707.0 million; for the six months ended December 31, 2023: RMB396.7 million).
Profit for the Period/Year
As a result of the foregoing, we recorded a profit for the year of RMB2,635.4 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB2,274.0 million; for the six months ended December 31, 2023: RMB1,256.1 million)
Adjusted Net Profit (a non-IFRS measure)
We recorded an adjusted net profit for the year of RMB2,720.6 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB2,356.7 million; for the six months ended December 31, 2023: RMB1,302.5 million) which represents profit for the period/year excluding equity-settled share-based payment expenses.
Adjusted EBITDA (a non-IFRS measure)
We recorded an adjusted EBITDA of RMB4,334.3 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB3,571.4 million; for the six months ended December 31, 2023: RMB2,009.6 million), which represents adjusted net profit plus depreciation and amortization, finance costs and income tax expense.
Net Cash from Operating Activities and Free Cash Flow
Our net cash from operating activities was RMB2,168.3 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB2,330.3 million; for the six months ended December 31, 2023: RMB1,097.5 million). Our capital expenditure was RMB762.5 million for the fiscal year ended December 31, 2024 (for the twelve months ended December 31, 2023: RMB360.9 million; for the six months ended December 31, 2023: RMB264.8 million).
Current Ratio
Our current ratio decreased from 2.3 as of December 31, 2023 to 2.0 as of December 31, 2024, primarily due to the increase in trade payables related to our inventories, and short-term loans and borrowings.
OTHER INFORMATION ABOUT OUR FINANCIAL PERFORMANCE
Liquidity and Source of Funding
During the fiscal year ended December 31, 2024, we funded our cash requirements principally through cash generated from our operations. As of December 31, 2024, our cash, cash equivalents, restricted cash, term deposits, and other investments recorded in current assets were RMB6,698.1 million (as of December 31, 2023: RMB6,887.0 million).
Significant Investments
Save as disclosed in this announcement, we did not make or hold any significant investments during the fiscal year ended December 31, 2024. Given the completion of the Yonghui Acquisition only took place in the first quarter of 2025, it did not have any impact on the financial results of the Company for the fiscal year ended December 31, 2024.
Material Acquisitions and Disposals
Save as disclosed in this announcement, we did not have any material acquisitions or disposals of subsidiaries, consolidated affiliated entities or associated companies during the fiscal year ended December 31, 2024. Given the completion of the Yonghui Acquisition only took place in the first quarter of 2025, it did not have any impact on the financial results of the Company for the fiscal year ended December 31, 2024.
Pledge of Assets
As of December 31, 2024, 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.
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, 2024, we did not have any detailed future plans for material investments or capital assets.
Gearing Ratio
As of December 31, 2024, our gearing ratio was 5.5%, calculated as loans and borrowings divided by total equity as of the end of the year 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 Shares or 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.
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, 2022 and 2023 and therefore MINISO Guangzhou was not required to make any compensation to the local government. In March 2024, MINISO Guangzhou provided a performance guarantee of RMB210.0 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2024, which is valid from April 1, 2024 to March 31, 2025. The Directors have assessed that, based on the projection of and actual relevant taxes and surcharges paid and payable during the calendar year of 2024, we expect to be able to meet the commitment for the calendar year of 2024 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, 2024.
Securities class action
In August 2022, a putative federal securities class action was filed against the Company and certain of its officers and Directors (“Defendants”), alleging that Defendants made misleading misstatements or omissions regarding the Company’s 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.). The lead plaintiff selection process was completed in November 2022 and an amended complaint was filed shortly thereafter. The court granted Defendants’ motion to dismiss in February 2024 with leave to amend. Plaintiffs filed a motion for reconsideration of the court’s decision in late March 2024, to which Defendants have timely responded. Decision on plaintiffs’ motion for reconsideration is pending. Because the case remains in its preliminary stage, Defendants are unable to predict the outcome of the action or estimate the potential losses, if any.
Capital Commitment
As of December 31, 2024, our capital commitment was RMB633.5 million, compared to RMB837.2 million as of December 31, 2023, which was attributable to the construction of the headquarters building.
Employees and Remuneration Policy
We had a total of 7,003 full-time employees as of December 31, 2024, including 2,742 in China and 4,261 in certain overseas countries and regions. The following table sets forth the number of our employees categorized by function as of December 31, 2024.
Function | Number of Employees | |||
Product Development and Supply Chain Management | 1,233 | |||
General and Administrative | 533 | |||
Operations | 4,580 | |||
Sales and Marketing | 167 | |||
Technology | 211 | |||
Business Development | 157 | |||
Logistics | 122 | |||
Total | 7,003 |
Our total remuneration cost incurred for the fiscal year ended December 31, 2024 was RMB1,475.9 million, while it was RMB580.8 million for the six months ended December 31, 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 programs, 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.
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 to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the “Listing Rules”) for the fiscal year ended December 31, 2024, 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 to the Listing Rules, as its own securities dealing code to regulate all dealings of securities by Directors and relevant employees in the Company and other matters covered by the Code.
Specific enquiry has been made of all the Directors and each of the Directors has confirmed that he/she has complied with the Code during the fiscal year ended December 31, 2024.
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. |
The Audit Committee has reviewed the unaudited annual results of the Company for the fiscal year ended December 31, 2024 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 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 fiscal year ended December 31, 2024 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 year 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 Mr. ZHU Yonghua, Ms. XU Lili 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 Mr. WANG Yongping, Ms. XU Lili and Mr. ZHU Yonghua and an executive Director, namely Mr. Ye. Mr. WANG Yongping is the chairman of the Nominating and Corporate Governance Committee.
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 fiscal year ended December 31, 2024, the Company repurchased a total of 5,997,000 Shares at an aggregate consideration (including all the relevant expenses) of HK$186.5 million on the Hong Kong Stock Exchange and a total of 1,415,586 ADSs (5,662,344 Shares) at an aggregate consideration (including all the relevant expenses) of US$22.7 million on the New York Stock Exchange (the “NYSE”). As of the date of this announcement, all such repurchased Shares and ADSs have been cancelled. The total number of Shares and ADSs cancelled for the repurchases made during the fiscal year ended December 31, 2024 represents approximately 1% of the Company’s total share capital as of December 31, 2024.
Particulars of the repurchases made by the Company during the fiscal year ended December 31, 2024 are as follows:
HKEX
No. of Shares | Price paid per Share | Aggregate consideration paid (including all the relevant |
|||||||||||||||
Trading Month | repurchased | Highest price | Lowest price | expenses) | |||||||||||||
(HK$) | (HK$) | (HK$’000) | |||||||||||||||
January 2024 | 1,055,200 | 33.45 | 31.00 | 34,357 | |||||||||||||
February 2024 | 175,000 | 34.00 | 33.70 | 5,939 | |||||||||||||
July 2024 | 2,300,800 | 35.10 | 32.05 | 78,625 | |||||||||||||
September 2024 | 2,466,000 | 31.75 | 22.90 | 67,558 |
NYSE
No. of Shares as represented by the ADSs |
Price paid per Share | Aggregate consideration paid (including all the relevant |
|||||||||||||||
Trading Month | repurchased | Highest price | Lowest price | expenses) | |||||||||||||
(HK$) (1) | (HK$) (1) | (HK$’000) (1) | |||||||||||||||
January 2024 | 1,018,400 | 39.08 | 33.48 | 37,791 | |||||||||||||
July 2024 | 701,740 | 35.08 | 32.25 | 24,320 | |||||||||||||
September 2024 | 3,741,404 | 31.77 | 25.04 | 108,771 | |||||||||||||
October 2024 | 200,800 | 31.77 | 29.23 | 6,014 |
Note:
(1) | The amounts are originally denominated in US$ and have been translated into HK$ at the rate of US$1.00 to HK$7.80. The conversion rate and the Hong Kong dollar equivalent is for illustration purposes only. |
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 NYSE (including sale of treasury shares as defined under the Listing Rules) during the fiscal year ended December 31, 2024. The Company did not hold any treasury shares (as defined under the Listing Rules) as of December 31, 2024.
Use of Proceeds from the Global Offering
On July 13, 2022, the Shares were listed on the Main Board of the Hong Kong Stock Exchange. The net proceeds from the global offering were HK$482.1 million. As of December 31, 2024, there has been no change in the intended use of net proceeds as previously disclosed in the section headed “Future Plans and Use of Proceeds” in the prospectus of the Company dated June 30, 2022. The Company has fully utilized the residual amount of the net proceeds in accordance with such intended purposes within 48 months from the listing of its Shares on the HKEX as expected.
Purpose | % of total net proceeds |
Amount of net proceeds |
Unutilized amount as of December 31, 2023 |
Amount of net proceeds utilized during the fiscal year ended December 31, 2024 |
Amount of net proceeds unutilized as of December 31, 2024 |
|||||||||||||||
(HK$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 | 20.6 | 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 | 20.6 | 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 Share, which has been paid on April 9, 2024 for holders of Shares and April 12, 2024 for holders of ADSs. The aggregate amount of cash dividend paid was approximately US$90.5 million.
On August 30, 2024, the Board approved the distribution of an interim cash dividend in the amount of US$0.2744 per ADS or US$0.0686 per Share, which has been paid on September 23, 2024 for holders of Shares in Hong Kong and September 27 for holders of ADSs and Shares of record as of the close of business on September 13, 2024, New York Time and Beijing/Hong Kong Time, respectively. The aggregate amount of cash dividend paid was approximately US$85.5 million.
On March 21, 2025, the Board approved the distribution of a final cash dividend in the amount of US$0.3268 per ADS or US$0.0817 per Share, to holders of ADSs and Shares of record as of the close of business on April 8, 2025, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for holders of Shares in Hong Kong will be April 7, 2025; and the ex- dividend date for holders of ADSs will be April 8, 2025. The payment date is expected to be on April 17, 2025 for holders of Shares and around April 23, 2025 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$101.3 million (RMB739.4 million at an exchange rate of RMB7.2993 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 2024 and will be distributed from additional paid-in capital and settled by a cash distribution.
For holders of Shares, in order to qualify for the final 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 April 8, 2025 (Beijing/Hong Kong Time).
Unaudited Consolidated Statements of Profit or Loss
(Expressed in thousands of Renminbi, except for per share data)
Note | For the six months ended December 31, 2023 |
For
the year ended December 31, 2024 |
||||||||||
RMB’000 | RMB’000 | |||||||||||
Revenue | 3 | 7,632,467 | 16,994,025 | |||||||||
Cost of sales | 4 | (4,391,428 | ) | (9,356,965 | ) | |||||||
Gross profit | 3,241,039 | 7,637,060 | ||||||||||
Other income | 18,993 | 21,595 | ||||||||||
Selling and distribution expenses | 4 | (1,363,114 | ) | (3,519,534 | ) | |||||||
General and administrative expenses | 4 | (357,689 | ) | (931,651 | ) | |||||||
Other net income | 5 | 21,105 | 114,696 | |||||||||
(Credit loss)/reversal of credit loss on trade and other receivables | (2,080 | ) | 2,469 | |||||||||
Impairment loss on non-current assets | (4,547 | ) | (8,846 | ) | ||||||||
Operating profit | 1,553,707 | 3,315,789 | ||||||||||
Finance income | 123,969 | 118,672 | ||||||||||
Finance costs | (25,202 | ) | (92,915 | ) | ||||||||
Net finance income | 6 | 98,767 | 25,757 | |||||||||
Share of profit of equity-accounted investees, net of tax | 268 | 5,986 | ||||||||||
Profit before taxation | 1,652,742 | 3,347,532 | ||||||||||
Income tax expense | 7 | (396,665 | ) | (712,104 | ) | |||||||
Profit for the period/year | 1,256,077 | 2,635,428 | ||||||||||
Attributable to: | ||||||||||||
Equity shareholders of the Company | 1,248,405 | 2,617,560 | ||||||||||
Non-controlling interests | 7,672 | 17,868 | ||||||||||
Profit for the period/year | 1,256,077 | 2,635,428 | ||||||||||
Earnings per Share | ||||||||||||
Basic earnings per Share (RMB) | 8 | 1.00 | 2.11 | |||||||||
Diluted earnings per Share (RMB) | 8 | 1.00 | 2.10 |
Unaudited Consolidated Statements of Profit or Loss and other Comprehensive Income
(Expressed in thousands of Renminbi, except for per share data)
For the six months ended December 31, 2023 |
For the year ended December 31, 2024 |
|||||||
RMB’000 | RMB’000 | |||||||
Profit for the period/year | 1,256,077 | 2,635,428 | ||||||
Items that may be reclassified subsequently to profit or loss: | ||||||||
Exchange differences on translation of financial statements of foreign operations | (32,504 | ) | 19,128 | |||||
Other comprehensive (loss)/income for the period/year | (32,504 | ) | 19,128 | |||||
Total comprehensive income for the period/year | 1,223,573 | 2,654,556 | ||||||
Attributable to: | ||||||||
Equity shareholders of the Company | 1,217,804 | 2,635,833 | ||||||
Non-controlling interests | 5,769 | 18,723 | ||||||
Total comprehensive income for the period/year | 1,223,573 | 2,654,556 |
Unaudited Consolidated Statement of Financial Position
(Expressed in thousands of Renminbi)
As at December 31, | |||||||||||
Note | 2023 | 2024 | |||||||||
RMB’000 | RMB’000 | ||||||||||
ASSETS | |||||||||||
Non-current assets | |||||||||||
Property, plant and equipment | 9 | 769,306 | 1,436,939 | ||||||||
Right-of-use assets | 10 | 2,900,860 | 4,172,083 | ||||||||
Intangible assets | 19,554 | 8,802 | |||||||||
Goodwill | 21,643 | 21,418 | |||||||||
Deferred tax assets | 104,130 | 181,948 | |||||||||
Other investments | 11 | 90,603 | 123,399 | ||||||||
Trade and other receivables | 13 | 135,796 | 341,288 | ||||||||
Term deposits | 100,000 | 140,183 | |||||||||
Interests in equity-accounted investees | 15,783 | 38,567 | |||||||||
4,157,675 | 6,464,627 | ||||||||||
Current assets | |||||||||||
Other investments | 11 | 252,866 | 100,000 | ||||||||
Inventories | 12 | 1,922,241 | 2,750,389 | ||||||||
Trade and other receivables | 13 | 1,518,357 | 2,207,013 | ||||||||
Cash and cash equivalents | 14 | 6,415,441 | 6,328,121 | ||||||||
Restricted cash | 7,970 | 1,026 | |||||||||
Term deposits | 210,759 | 268,952 | |||||||||
10,327,634 | 11,655,501 | ||||||||||
Total assets | 14,485,309 | 18,120,128 |
As at December 31, | |||||||||||
Note | 2023 | 2024 | |||||||||
RMB’000 | RMB’000 | ||||||||||
EQUITY | |||||||||||
Share capital | 17 | 95 | 94 | ||||||||
Additional paid-in capital | 17 | 6,331,375 | 4,683,577 | ||||||||
Other reserves | 1,114,568 | 1,329,126 | |||||||||
Retained earnings | 1,722,157 | 4,302,177 | |||||||||
Equity attributable to equity shareholders of the Company | 9,168,195 | 10,314,974 | |||||||||
Non-controlling interests | 23,022 | 40,548 | |||||||||
Total equity | 9,191,217 | 10,355,522 | |||||||||
LIABILITIES | |||||||||||
Non-current liabilities | |||||||||||
Contract liabilities | 40,954 | 35,145 | |||||||||
Loans and borrowings | 15 | 6,533 | 4,310 | ||||||||
Other payables | 16 | 12,411 | 59,842 | ||||||||
Lease liabilities | 797,986 | 1,903,137 | |||||||||
Deferred income | 29,229 | 34,983 | |||||||||
887,113 | 2,037,417 | ||||||||||
Current liabilities | |||||||||||
Loans and borrowings | 15 | 726 | 566,955 | ||||||||
Trade and other payables | 16 | 3,389,826 | 3,943,988 | ||||||||
Contract liabilities | 324,028 | 323,292 | |||||||||
Lease liabilities | 447,319 | 635,357 | |||||||||
Deferred income | 6,644 | 5,376 | |||||||||
Current taxation | 238,436 | 252,221 | |||||||||
4,406,979 | 5,727,189 | ||||||||||
Total liabilities | 5,294,092 | 7,764,606 | |||||||||
Total equity and liabilities | 14,485,309 | 18,120,128 |
Unaudited Consolidated Statement of Changes In Equity
(Expressed in thousands of Renminbi)
Attributable to equity shareholders of the Company | |||||||||||||||||||||||
Additional | Share-based | PRC | Non- | ||||||||||||||||||||
Share | paid-in | Merger | Treasury | payment | Translation | statutory | Retained | controlling | Total | ||||||||||||||
capital | capital | reserve | shares | reserve | reserve | reserve | earnings | Total | interests | equity | |||||||||||||
RMB’000 Note 17 |
RMB’000 Note 17 |
RMB’000 | RMB’000 | RMB’000 Note 17 |
RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||
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 loss 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.
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 Note 17 |
RMB’000 Note 17 |
RMB’000 | RMB’000 Note 17 |
RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||
Balance at January 1, 2024 | 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 | |||||||||||
Changes in equity for the year ended December 31, 2024 | |||||||||||||||||||||||
Profit for the year | – | – | – | – | – | – | – | 2,617,560 | 2,617,560 | 17,868 | 2,635,428 | ||||||||||||
Other comprehensive income for the year | – | – | – | – | – | 18,273 | – | – | 18,273 | 855 | 19,128 | ||||||||||||
Total comprehensive income for the year | – | – | – | – | – | 18,273 | – | 2,617,560 | 2,635,833 | 18,723 | 2,654,556 | ||||||||||||
Dividend declared and paid to equity shareholders of the Company | – | (1,244,251 | ) | – | – | – | – | – | – | (1,244,251 | ) | – | (1,244,251 | ) | |||||||||
Dividend declared and paid to non- controlling interests | – | – | – | – | – | – | – | – | – | (1,612 | ) | (1,612 | ) | ||||||||||
Exercise of options and subscription of restricted share units | – | * | 649 | – | – | – | – | – | – | 649 | – | 649 | |||||||||||
Repurchase of shares | – | – | – | (330,221 | ) | – | – | – | – | (330,221 | ) | – | (330,221 | ) | |||||||||
Cancellation of shares | (1 | ) | (403,781 | ) | – | 403,782 | – | – | – | – | – | – | – | ||||||||||
Equity settled share-based transactions | – | – | – | – | 85,184 | – | – | – | 85,184 | – | 85,184 | ||||||||||||
Appropriation to statutory reserve | – | – | – | – | – | – | 37,540 | (37,540 | ) | – | – | – | |||||||||||
Acquisition of non-controlling interests | – | (415 | ) | – | – | – | – | – | – | (415 | ) | 415 | – | ||||||||||
Balance at December 31, 2024 | 94 | 4,683,577 | 117,912 | (84,049 | ) | 1,045,090 | 42,034 | 208,139 | 4,302,177 | 10,314,974 | 40,548 | 10,355,522 |
* The amount was less than RMB1,000.
Unaudited Consolidated Statement of Cash
Flows
|
||||||||
For the six months ended December 31, 2023 |
For the year ended December 31, 2024 |
|||||||
RMB’000 | RMB’000 | |||||||
Cash flows from operating activities | ||||||||
Cash generated from operations | 1,448,307 | 2,995,609 | ||||||
Income tax paid | (350,766 | ) | (827,275 | ) | ||||
Net cash from operating activities | 1,097,541 | 2,168,334 | ||||||
Cash flows from investing activities | ||||||||
Payment for purchases of property, plant, equipment and intangible assets | (264,766 | ) | (762,538 | ) | ||||
Proceeds from disposal of property, plant and equipment | 427 | 12,446 | ||||||
Payments for purchases of other investments | (2,553,982 | ) | (14,117,719 | ) | ||||
Proceeds from disposal of other investments | 2,503,982 | 14,267,719 | ||||||
Placement of term deposits | (210,405 | ) | (302,158 | ) | ||||
Release of term deposits | 581,371 | 213,521 | ||||||
Interest income | 122,231 | 112,404 | ||||||
Investment income from other investments | 14,281 | 81,145 | ||||||
Loan to an equity-accounted investee | – | (19,926 | ) | |||||
Payments for investments in equity-accounted investees | (16,066 | ) | (18,148 | ) | ||||
Net cash from/(used in) investing activities | 177,073 | (533,254 | ) |
For the six months ended December 31, |
For
the |
|||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Cash flows from financing activities | ||||||||
Proceeds from capital injection from shareholders, subscription of restricted shares, restricted share units and exercise of options | 168 | 649 | ||||||
Proceeds from loans and borrowings | – | 563,800 | ||||||
Repayment of loans and borrowings | – | (718 | ) | |||||
Payment of capital element and interest element of lease liabilities | (236,519 | ) | (725,075 | ) | ||||
Payments of repurchase of shares | (73,560 | ) | (313,416 | ) | ||||
Prepayments for repurchase of shares | (87,324 | ) | – | |||||
Dividends paid to non-controlling interests | – | (1,612 | ) | |||||
Dividends paid to equity shareholders of the Company | (923,664 | ) | (1,244,251 | ) | ||||
Net cash used in financing activities |
(1,320,899 | ) | (1,720,623 | ) | ||||
Net decrease in cash and cash equivalents |
(46,285 | ) | (85,543 | ) | ||||
Cash and cash equivalents at the beginning of the period/year | 6,489,213 | 6,415,441 | ||||||
Effect of movements in exchange rates on cash held | (27,487 | ) | (1,777 | ) | ||||
Cash and cash equivalents at the end of the period/year |
6,415,441 | 6,328,121 |
NOTES
(Expressed in thousands of Renminbi, unless otherwise indicated)
1 Basis of preparation and changes in accounting policies
(a) | Statement of compliance |
The financial information set out in this announcement does not constitute the Group’s unaudited consolidated financial statements for the year ended December 31, 2024, 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 Hong Kong Stock Exchange.
The Company has changed its financial year end date from June 30 to December 31. The consolidated financial statements of the Group are for the year ended December 31, 2024. The comparative information presented in these consolidated financial statements for the six months ended December 31, 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 year ended December 31, 2024:
· | Amendments to IAS 1, Presentation of financial statements – Classification of liabilities as current or non-current (“2020 amendments”) and amendments to IAS 1, Presentation of financial statements – Non-current liabilities with covenants (“2022 amendments”) |
· | Amendments to IFRS 16, Leases – Lease liability in a sale and leaseback |
· | Amendments to IAS 7, Statement of cash flows and IFRS 7, Financial instruments: Disclosures – Supplier finance arrangements |
The Group has not applied any new standard or interpretation that is not yet effective for the year ended December 31, 2024. The amendments 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 six months ended December 31, 2023 and the year ended December 31, 2024.
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 six months ended December 31, 2023 and the year ended December 31, 2024. 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 |
(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 six months ended December 31, 2023 | ||||||||||||||||||||
Other | ||||||||||||||||||||
Reportable segments | segment | Total | ||||||||||||||||||
Total | ||||||||||||||||||||
MINISO | TOP TOY | reportable | ||||||||||||||||||
brand | brand | 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 |
As at and for the year ended December 31, 2024 | ||||||||||||||||||||
Other | ||||||||||||||||||||
Reportable segments | segment | Total | ||||||||||||||||||
Total | ||||||||||||||||||||
MINISO | TOP TOY | reportable | ||||||||||||||||||
brand | brand | segments | ||||||||||||||||||
RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | ||||||||||||||||
External revenues | 16,002,565 | 983,525 | 16,986,090 | 7,935 | 16,994,025 | |||||||||||||||
Inter-segment revenue | 21,684 | 13,858 | 35,542 | 571,490 | 607,032 | |||||||||||||||
Segment revenue | 16,024,249 | 997,383 | 17,021,632 | 579,425 | 17,601,057 | |||||||||||||||
Segment profit before taxation | 3,255,049 | 92,428 | 3,347,477 | 10,109 | 3,357,586 | |||||||||||||||
Finance income | 115,431 | 1,093 | 116,524 | 1,651 | 118,175 | |||||||||||||||
Finance costs | (87,117 | ) | (5,798 | ) | (92,915 | ) | – | (92,915 | ) | |||||||||||
Depreciation and amortization | (713,062 | ) | (81,220 | ) | (794,282 | ) | (5,216 | ) | (799,498 | ) | ||||||||||
Other material non-cash items: | ||||||||||||||||||||
– reversal of credit loss on trade and other receivables | 1,120 | 841 | 1,961 | 505 | 2,466 | |||||||||||||||
– impairment loss on non-current assets | (7,040 | ) | (1,806 | ) | (8,846 | ) | – | (8,846 | ) | |||||||||||
Segment assets | 12,115,859 | 939,552 | 13,055,411 | 51,843 | 13,107,254 | |||||||||||||||
Additions to non-current assets during the year* | 2,433,807 | 214,698 | 2,648,505 | 7,002 | 2,655,507 | |||||||||||||||
Segment liabilities | 6,925,668 | 681,475 | 7,607,143 | 38,956 | 7,646,099 |
Note:
* | The additions to non-current assets include additions to property, plant and equipment, right-of-use assets and intangible assets. |
(ii) | Reconciliations of information on reportable segments to the amounts reported in the financial statements |
For the six months ended December 31, 2023 |
For the year ended December 31, 2024 |
|||||||
RMB’000 | RMB’000 | |||||||
i. Revenue | ||||||||
Total revenue for reportable segments | 7,626,822 | 17,021,632 | ||||||
Revenue for other segment | 105,936 | 579,425 | ||||||
Elimination of inter-segment revenue | (100,291 | ) | (607,032 | ) | ||||
Consolidated revenue | 7,632,467 | 16,994,025 | ||||||
ii. Profit before taxation Total profit before taxation for reportable segments | 1,651,318 | 3,347,477 | ||||||
Profit before taxation for other segment | 2,924 | 10,109 | ||||||
Unallocated amounts: | ||||||||
– Expenses relating to construction of headquarters building and depreciation expense of apartments for use as staff quarters | (1,500 | ) | (10,054 | ) | ||||
Consolidated profit before taxation | 1,652,742 | 3,347,532 | ||||||
As at December 31, | ||||||||
2023 | 2024 | |||||||
iii. Assets | RMB’000 | RMB’000 | ||||||
Total assets for reportable segments | 11,947,983 | 13,055,411 | ||||||
Assets for other segment | 191,275 | 51,843 | ||||||
Other unallocated amounts – Assets relating to construction of headquarters building | 2,107,557 | 2,275,477 | ||||||
– Assets relating to an investment holding company | – | 2,508,145 | ||||||
– Apartments for use as staff quarters | 238,494 | 229,252 | ||||||
Consolidated total assets | 14,485,309 | 18,120,128 | ||||||
iv. Liabilities Total liabilities for reportable segments | 5,177,447 | 7,607,143 | ||||||
Liabilities for other segment | 41,403 | 38,956 | ||||||
Other unallocated amounts – Liabilities relating to construction of headquarters building | 75,242 | 118,507 | ||||||
Consolidated total liabilities | 5,294,092 | 7,764,606 |
v. Other material items
For the six months ended December 31, 2023 | ||||||||||||||||
Reportable | ||||||||||||||||
segment | Other | Unallocated | Consolidated | |||||||||||||
totals | segment | amount | 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 | ) |
For the year ended December 31, 2024 | ||||||||||||||||
Reportable | ||||||||||||||||
segment | Other | Unallocated | Consolidated | |||||||||||||
totals | segment | amount | totals | |||||||||||||
RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||
Finance income | 116,524 | 1,651 | 497 | 118,672 | ||||||||||||
Finance costs | (92,915 | ) | – | – | (92,915 | ) | ||||||||||
Depreciation and amortization | (794,282 | ) | (5,216 | ) | (9,196 | ) | (808,694 | ) | ||||||||
Reversal of credit loss on trade and other receivables | 1,961 | 505 | 3 | 2,469 | ||||||||||||
Impairment loss on non-current assets | (8,846 | ) | – | – | (8,846 | ) |
(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 six months ended December 31, 2023 |
For
the year ended December 31, 2024 |
||||||||
RMB’000 | RMB’000 | ||||||||
i. | Revenue | ||||||||
Mainland China | 4,843,127 | 10,312,116 | |||||||
Asia excluding China | 1,157,261 | 2,541,817 | |||||||
North America | 743,897 | 1,985,051 | |||||||
Latin America | 660,039 | 1,445,691 | |||||||
Europe | 154,737 | 414,493 | |||||||
Other | 73,406 | 294,857 | |||||||
7,632,467 | 16,994,025 |
As at December 31, | |||||||||
2023 | 2024 | ||||||||
RMB’000 | RMB’000 | ||||||||
ii. | Non-current assets | ||||||||
Mainland China | 2,906,878 | 3,626,187 | |||||||
Asia excluding China | 166,623 | 413,285 | |||||||
North America | 644,765 | 1,725,032 | |||||||
Europe | 83,246 | 72,168 | |||||||
Other | 45,647 | 143,858 | |||||||
3,847,159 | 5,980,530 |
Non-current assets exclude deferred tax assets, non-current prepayments and non-current other investments, non-current term deposits and interests in equity-accounted investees.
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.
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 six months ended December 31, |
For the year ended December 31, |
|||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Major products/service lines | ||||||||
– Sales of lifestyle and pop toy products | ||||||||
– Retail sales in self-operated stores | 1,004,114 | 3,158,895 | ||||||
– Product sales to franchisees | 3,857,191 | 7,923,836 | ||||||
– Sales to offline distributors | 1,660,860 | 3,369,238 | ||||||
– Online sales | 355,380 | 941,055 | ||||||
– Other sales channels | 44,149 | 48,190 | ||||||
Sub-total | 6,921,694 | 15,441,214 |
For the six months ended December 31, |
For the year ended December 31, |
|||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
– License fees, sales-based royalties, and sales-based management and consultation service fees | ||||||||
– License fees | 37,074 | 96,836 | ||||||
– Sales-based royalties | 66,113 | 131,402 | ||||||
– Sales-based management and consultation service fees | 323,182 | 640,944 | ||||||
Sub-total | 426,369 | 869,182 | ||||||
– Others* | 284,404 | 683,629 | ||||||
7,632,467 | 16,994,025 | |||||||
Timing of revenue recognition | ||||||||
– Point in time | 7,195,509 | 16,101,797 | ||||||
– Over time | 436,958 | 892,228 | ||||||
Revenue from contracts with customers | 7,632,467 | 16,994,025 |
Note:
* | Others mainly represented sales of fixtures to franchisees and distributors and membership fee income. |
4 Expenses by nature
For
the six months ended December 31, 2023 |
For
the year ended December 31, 2024 |
|||||||
RMB’000 | RMB’000 | |||||||
Cost of inventories | 4,292,806 | 9,099,543 | ||||||
Payroll and employee benefits(i) | 580,801 | 1,475,943 | ||||||
Rental and related expenses | 80,847 | 279,429 | ||||||
Depreciation and amortization(ii) | 285,241 | 808,694 | ||||||
Licensing expenses | 178,241 | 420,895 | ||||||
Promotion and advertising expenses | 246,883 | 572,435 | ||||||
Logistics expenses | 203,024 | 535,021 | ||||||
Travelling expenses | 45,827 | 121,506 | ||||||
Other expenses | 198,561 | 494,684 | ||||||
Total cost of sales, selling and distribution and general and administrative expenses | 6,112,231 | 13,808,150 |
Notes:
(i) Payroll and employee benefits are analyzed as follows:
For
the six months ended December 31, 2023 |
For
the year ended December 31, 2024 |
|||||||
RMB’000 | RMB’000 | |||||||
Salaries, wages and bonus | 463,208 | 1,202,421 | ||||||
Contributions to social security contribution plan | 53,977 | 140,311 | ||||||
Welfare expenses | 17,184 | 48,027 | ||||||
Equity-settled share-based payment expenses | 46,432 | 85,184 | ||||||
580,801 | 1,475,943 |
(ii) Depreciation and amortization are analyzed as follows:
For
the six months ended December 31, 2023 |
For
the year ended December 31, 2024 |
|||||||
RMB’000 | RMB’000 | |||||||
Property, plant and equipment | 59,652 | 157,214 | ||||||
Right-of-use assets | 239,787 | 684,462 | ||||||
Less: amount capitalized as construction in progress | (22,604 | ) | (45,210 | ) | ||||
Intangible assets | 8,406 | 12,228 | ||||||
285,241 | 808,694 |
5 Other net income
For the six | For the | |||||||
months ended | year ended | |||||||
December 31, | December 31, | |||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Net foreign exchange loss | (15,025 | ) | (33,730 | ) | ||||
Losses on disposal of property, plants and equipment and intangible assets | (1,632 | ) | (2,534 | ) | ||||
Investment income from other investments | 14,281 | 81,145 | ||||||
Scrap income | 5,912 | 10,742 | ||||||
Net change in fair value of other investments | 14,270 | 29,930 | ||||||
Reversal of litigation compensation | 408 | 300 | ||||||
Gains relating to cancellation and modification of lease contracts | 4,821 | 15,201 | ||||||
Gain on disposal of a subsidiary | – | 8,759 | ||||||
Others | (1,930 | ) | 4,883 | |||||
21,105 | 114,696 |
6 Net finance income
For the six | For the | |||||||
months ended | year ended | |||||||
December 31, | December 31, | |||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Finance income | ||||||||
– Interest income | 123,969 | 118,672 | ||||||
Finance costs | ||||||||
– Interest on loans and borrowings | (90 | ) | (1,292 | ) | ||||
– Interest on lease liabilities | (25,112 | ) | (91,623 | ) | ||||
(25,202 | ) | (92,915 | ) | |||||
Net finance income | 98,767 | 25,757 |
7 Income taxes
(a) Taxation recognized in consolidated profit or loss:
For
the six months ended December 31, 2023 |
For
the year ended December 31, 2024 |
|||||||
RMB’000 | RMB’000 | |||||||
Amounts recognized in consolidated profit or loss | ||||||||
Current tax | ||||||||
Provision for the period/year | 339,409 | 789,640 | ||||||
Deferred tax | ||||||||
Origination and reversal of temporary differences | 57,256 | (77,536 | ) | |||||
Tax expense | 396,665 | 712,104 |
1) | Cayman Islands and the 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 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 ended December 31, 2024.
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 ranging from 0.75% to 9.8% depends on which state the subsidiaries has nexus with.
5) | Indonesia |
The subsidiary incorporated in Indonesia is subject to the prevailing statutory tax rate on taxable income. The statutory tax rate is 22% from fiscal year ended December 31, 2021 and onwards.
6) | India |
Under the Income Tax Act 1961 enacted in India, the subsidiary incorporated in India is subject to a profit tax rate of 26% for fiscal year ended March 31, 2022 and 25.17% 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.
(b) Reconciliation between tax expense and accounting profit at applicable tax rates:
For the six months ended December 31, |
For the year ended December 31, |
|||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Profit before taxation | 1,652,742 | 3,347,532 | ||||||
Notional tax on profit before taxation, calculated at the rates applicable to profits in the jurisdictions concerned | 394,856 | 859,697 | ||||||
Tax effect of share-based compensation expenses | 11,401 | 20,127 | ||||||
Tax effect of other non-deductible expenses | 7,310 | 13,060 | ||||||
Effect of preferential tax treatments on assessable profits of certain subsidiaries | (10,756 | ) | (101,522 | ) | ||||
Tax effect of additional deduction on research and development costs | (3,476 | ) | (6,179 | ) | ||||
Tax effect of exempted and non-taxable income | (12,481 | ) | (11,978 | ) | ||||
Effect of unused tax losses being utilized | (8,002 | ) | (56,271 | ) | ||||
Effect of deductible temporary differences not recognized | 13,718 | 1,736 | ||||||
Others | 4,095 | (6,566 | ) | |||||
Actual tax expenses | 396,665 | 712,104 |
8 Earnings per share
(a) | Basic earnings per share |
For the six months ended December, 2023 and the year ended December 31, 2024, the calculation of basic earnings per share has been based on the profit attributable to ordinary shareholders of the Company of RMB1,248,405,000 and RMB2,617,560,000 and weighted-average number of ordinary shares outstanding calculated as follows:.
For the six months ended December 31, |
For the year ended December 31, |
|||||||
2023 | 2024 | |||||||
Number of shares |
Number of shares |
|||||||
Issued ordinary share at the beginning of the period/year | 1,244,854,689 | 1,243,332,789 | ||||||
Effect of shares released from share incentive plan | 281,729 | 1,311,146 | ||||||
Effect of repurchase of shares | (209,553 | ) | (5,249,672 | ) | ||||
Weighted average number of ordinary shares | 1,244,926,865 | 1,239,394,263 |
(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 six months ended December 31, 2023 and the year ended December 31, 2024, the calculation of diluted earnings per share were based on the profit attributable to ordinary equity shareholders of the Company of RMB1,248,405,000 and RMB2,617,560,000 and the weighted average number of ordinary shares of 1,251,635,862 and 1,246,817,617 shares, respectively, after adjusting by the dilutive effect of share incentive plan, calculated as follows:
For the six months ended December 31, |
For the year ended December 31, |
|||||||
2023 | 2024 | |||||||
Number of shares |
Number of shares |
|||||||
Weighted average number of ordinary shares, basic | 1,244,926,865 | 1,239,394,263 | ||||||
Dilutive effect of share incentive plan | 6,708,997 | 7,423,354 | ||||||
Weighted average number of ordinary shares, diluted | 1,251,635,862 | 1,246,817,617 |
9 Property, plant and equipment
Leasehold | Office | Store operating |
Motor | Construction | ||||||||||||||||||||||||||||
Apartments | improvements | equipment | equipment | vehicles | Moulds | in progress | Total | |||||||||||||||||||||||||
RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||||||
At July 1, 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 | ||||||||||||||||||||||||
Additions | 139,312 | 32,187 | 24,352 | 2,067 | 21,792 | 626,541 | 846,251 | |||||||||||||||||||||||||
Transfer from construction in progress | – | 353,298 | – | – | – | – | (353,298 | ) | – | |||||||||||||||||||||||
Disposals | – | (12,810 | ) | (12,200 | ) | (3,619 | ) | – | (5,909 | ) | – | (34,538 | ) | |||||||||||||||||||
Exchange adjustments | – | 6,405 | (1,998 | ) | 1,825 | (8 | ) | – | 1,060 | 7,284 | ||||||||||||||||||||||
At December 31, 2024 | 242,639 | 712,488 | 79,827 | 72,389 | 5,428 | 66,786 | 629,788 | 1,809,345 | ||||||||||||||||||||||||
Accumulated depreciation: | ||||||||||||||||||||||||||||||||
At July 1, 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 | ) | |||||||||||||||||
Charge for the year | (8,278 | ) | (109,297 | ) | (12,211 | ) | (8,363 | ) | (457 | ) | (18,608 | ) | – | (157,214 | ) | |||||||||||||||||
Written back on disposals | – | 3,703 | 8,343 | 85 | – | 5,765 | – | 17,896 | ||||||||||||||||||||||||
Exchange adjustments | – | (5,142 | ) | 641 | (346 | ) | – | – | – | (4,847 | ) | |||||||||||||||||||||
At December 31, 2024 | (28,885 | ) | (180,099 | ) | (40,770 | ) | (32,625 | ) | (2,624 | ) | (53,995 | ) | – | (338,998 | ) | |||||||||||||||||
Impairment: | ||||||||||||||||||||||||||||||||
At July 1, 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 | ) | ||||||||||||||||||||
Addition | – | (5,801 | ) | – | (3,045 | ) | – | – | – | (8,846 | ) | |||||||||||||||||||||
Written back on disposals | – | 1,662 | – | – | – | – | – | 1,662 | ||||||||||||||||||||||||
Exchange adjustments | – | (545 | ) | 150 | 380 | – | – | – | (15 | ) | ||||||||||||||||||||||
At December 31, 2024 | – | (26,603 | ) | (1,508 | ) | (5,297 | ) | – | – | – | (33,408 | ) | ||||||||||||||||||||
Net book value: | ||||||||||||||||||||||||||||||||
At December 31, 2023 | 222,032 | 135,001 | 22,637 | 23,198 | 1,202 | 9,751 | 355,485 | 769,306 | ||||||||||||||||||||||||
At December 31, 2024 | 213,754 | 505,786 | 37,549 | 34,467 | 2,804 | 12,791 | 629,788 | 1,436,939 |
10 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, 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 | ||||||||||||
Additions | 2,093,794 | – | – | 2,093,794 | ||||||||||||
Derecognition | (367,834 | ) | (10,648 | ) | – | (378,482 | ) | |||||||||
Exchange adjustments | 3,820 | – | – | 3,820 | ||||||||||||
At December 31, 2024 | 3,382,184 | – | 1,782,410 | 5,164,594 | ||||||||||||
Accumulated depreciation: | ||||||||||||||||
At July 1, 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 | ) | ||||||||
Charge for the year | (637,772 | ) | (1,478 | ) | (45,212 | ) | (684,462 | ) | ||||||||
Derecognition | 227,072 | 10,650 | – | 237,722 | ||||||||||||
Exchange adjustments | (1,169 | ) | – | – | (1,169 | ) | ||||||||||
At December 31, 2024 | (848,956 | ) | – | (143,555 | ) | (992,511 | ) | |||||||||
Impairment: | ||||||||||||||||
At July 1, 2023 | (7,953 | ) | – | – | (7,953 | ) | ||||||||||
Derecognition | 7,858 | – | – | 7,858 | ||||||||||||
Exchange adjustments | 95 | – | – | 95 | ||||||||||||
At December 31, 2023 and December 31, 2024 | – | – | – | – | ||||||||||||
Net book value: | ||||||||||||||||
At December 31, 2023 | 1,215,317 | 1,476 | 1,684,067 | 2,900,860 | ||||||||||||
At December 31, 2024 | 2,533,228 | – | 1,638,855 | 4,172,083 |
11 Other investments
As at December 31, | ||||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Financial assets measured at FVTPL: | ||||||||
Non-current | ||||||||
– Investment in an unlisted limited partnership enterprise(i) | 90,603 | 123,399 | ||||||
Current | ||||||||
– Investments in trust investment schemes(ii) | 202,866 | – | ||||||
– Investment in a wealth management product(iii) | 50,000 | – | ||||||
– Investment in structured deposit(iv) | – | 100,000 | ||||||
252,866 | 100,000 |
(i) | 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. |
(ii) | In July 2021, the Group invested in another 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 January 2024. 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 December 31, 2023 was estimated to be RMB101,437,000. As of December 31, 2024, the above investment in Trust Scheme A has been redeemed. In July 2023, 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 six months. Pursuant to the agreement, the Trust Scheme B 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. As of December 31, 2024, the above investment in Trust Scheme B has been redeemed. |
(iii) | 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. |
(iv) | In December 2024, the Group invested in structured deposit managed by a bank in the PRC with the principal guaranteed amounting to RMB100,000,000. This structured deposit is redeemable every seven days and the investment return is settled every seven days. Investment return of the structured deposit is calculated at variable rates determined by reference to intermediate rates of Euro against US dollar. |
12 Inventories
As at December 31, | ||||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Finished goods | 1,917,133 | 2,742,092 | ||||||
Low-value consumables | 5,108 | 8,297 | ||||||
1,922,241 | 2,750,389 |
The analysis of the amount of inventories recognized as an expense and included in profit or loss is as follows:
For the six months ended December 31, |
For the year ended December 31, |
|||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Carrying amount of inventories sold | 4,290,874 | 9,074,490 | ||||||
Write-down of inventories | 1,932 | 25,053 | ||||||
Cost of inventories recognized in consolidated statements of profit or loss | 4,292,806 | 9,099,543 |
13 Trade and other receivables
As at December 31, | ||||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Non-current | ||||||||
Trade receivables | 18,045 | 14,653 | ||||||
Less: loss allowance | (433 | ) | (18 | ) | ||||
Trade receivables, net of loss allowance (iii) | 17,612 | 14,635 | ||||||
Amounts due from related parties | 10,760 | 16,708 | ||||||
Deposits | 81,153 | 193,810 | ||||||
Prepayments for lease | – | 72,000 | ||||||
Value-added tax (“VAT”) recoverable | 26,271 | 44,135 | ||||||
135,796 | 341,288 | |||||||
Current | ||||||||
Trade receivables | 504,938 | 742,622 | ||||||
Less: loss allowance | (78,001 | ) | (67,699 | ) | ||||
Trade receivables, net of loss allowance | 426,937 | 674,923 | ||||||
Amounts due from related parties | 27,836 | 45,424 | ||||||
Miscellaneous expenses paid on behalf of franchisees | 336,497 | 642,073 | ||||||
VAT recoverable | 251,162 | 208,221 | ||||||
Rental deposits | 98,141 | 71,001 | ||||||
Receivables due from on-line payment platforms and banks (i) | 103,406 | 77,990 | ||||||
Prepayments for inventories | 51,084 | 73,538 | ||||||
Prepayments for licensing expenses | 43,996 | 65,040 | ||||||
Prepayments for promotion and advertising expenses | 11,577 | 30,349 | ||||||
Prepayments for repurchase of shares | 87,324 | 70,518 | ||||||
Others | 80,397 | 247,936 | ||||||
1,518,357 | 2,207,013 |
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 18 to 38 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 30 to 180 days from the date of revenue recognition for domestic and overseas customers respectively. |
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 December 31, | ||||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Non-current portion | ||||||||
Within 90 days | 11,187 | 1,093 | ||||||
91 to 180 days | 6,425 | 3,536 | ||||||
181 to 360 days | – | 4,779 | ||||||
361 to 540 days | – | 5,076 | ||||||
Over 540 days | – | 151 | ||||||
17,612 | 14,635 | |||||||
Current portion | ||||||||
Within 90 days | 367,560 | 508,247 | ||||||
91 to 180 days | 51,516 | 119,343 | ||||||
181 to 360 days | 7,327 | 34,987 | ||||||
361 to 540 days | 229 | 10,837 | ||||||
Over 540 days | 305 | 1,509 | ||||||
426,937 | 674,923 |
14 | Cash and cash equivalents |
Cash and cash equivalents comprise: |
As at December 31, | ||||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Cash on hand | 783 | 4,465 | ||||||
Cash at bank | 6,414,658 | 6,323,656 | ||||||
Cash and cash equivalents as presented in the consolidated statements of financial position and in the consolidated statements of cash flows | 6,415,441 | 6,328,121 |
15 | Loans and borrowings |
As at December31, | ||||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Non-current | ||||||||
Borrowings from a non-controlling interest shareholder | 6,533 | 4,310 | ||||||
Current | ||||||||
Current portion of borrowings from a non-controlling interest shareholder | 726 | 2,155 | ||||||
Other borrowings | – | 564,800 | ||||||
726 | 566,955 |
16 | Trade and other payables |
As at December 31, | ||||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Non-current | ||||||||
Payable relating to construction projects | 12,411 | 59,842 | ||||||
Current | ||||||||
Trade payables | 855,914 | 1,278,535 | ||||||
Payroll payable | 166,079 | 148,352 | ||||||
Accrued expenses | 309,951 | 375,588 | ||||||
Other taxes payable | 43,850 | 58,899 | ||||||
Deposits | 1,782,181 | 1,839,844 | ||||||
Payable relating to leasehold improvements | 59,653 | 93,514 | ||||||
Payable relating to construction projects | 33,051 | 25,579 | ||||||
Amounts due to related parties | 7,334 | 8,123 | ||||||
Others | 131,813 | 115,554 | ||||||
3,389,826 | 3,943,988 |
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.
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 December 31, | ||||||||
2023 | 2024 | |||||||
RMB’000 | RMB’000 | |||||||
Within 1 month | 795,416 | 1,203,435 | ||||||
1 to 3 months | 42,183 | 54,490 | ||||||
3 months to 1 year | 8,296 | 14,210 | ||||||
Over 1 year | 10,019 | 6,400 | ||||||
855,914 | 1,278,535 |
17 |
Share capital and additional paid-in capital |
As at December 31, 2023 and 2024, the Company authorized 10,000,000,000 ordinary shares, with a par value of USD0.00001 each. | |
As of December 31, 2023 and 2024, analysis of the Company’s issued shares including treasury shares reserved for the share incentive plan, was as follows: |
As at December 31, 2023 | As at December 31, 2024 | |||||||||||||
Number of | Number of | |||||||||||||
shares | Share capital | shares | Share capital | |||||||||||
RMB’000 | RMB’000 | |||||||||||||
Ordinary shares | 1,263,689,685 | 95 | 1,249,871,833 | 94 |
(i) | During the six months ended December 31, 2023 and the year ended December 31, 2024, 636,608 and 2,320,360 of restricted shares, restricted shares units and options were vested and exercised, and were released from treasury shares into ordinary shares. |
(ii) | As at December 31, 2023 and 2024, among the ordinary shares issued, 20,356,896 and 15,878,028 shares were recognized as treasury shares, respectively. |
(iii) | On September 15, 2023, the board of directors authorized a 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 1,450,108 ordinary shares on the New York Stock Exchange and 708,400 ordinary shares on the Hong Kong Stock Exchange under the 2023 Share Repurchase Programs for total considerations of USD6,981,000 (equivalent to RMB49,630,000) and HKD26,290,000 (equivalent to RMB23,930,000), respectively.
On August 30, 2024, the board of directors authorized a new share repurchase program under which the Company may repurchase up to HKD2 billion of its shares within a period of 12 months starting from August 30, 2024 (the “2024 Share Repurchase Program”).
During the year ended December 31, 2024, the Company repurchased ordinary shares under the 2023 and 2024 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 Hong Kong Stock Exchange | ||||||||||||||||
Number of | |||||||||||||||||
shares as | |||||||||||||||||
represented | Highest | Lowest | Number | Highest | Lowest | ||||||||||||
by the ADSs | price paid | price paid | Aggregate | of shares | price paid | price paid | Aggregate | ||||||||||
Month | repurchased | per share | per share | price paid | repurchased | per share | per share | price paid | |||||||||
USD | USD | USD’000 | HKD | HKD | HKD’000 | ||||||||||||
January 2024 | 1,018,400 | 5.00 | 4.28 | 4,845 | 1,055,200 | 33.45 | 31.00 | 34,357 | |||||||||
February 2024 | – | – | – | – | 175,000 | 34.00 | 33.70 | 5,939 | |||||||||
July 2024 | 701,740 | 4.50 | 4.14 | 3,118 | 2,300,800 | 35.10 | 32.05 | 78,625 | |||||||||
September 2024 | 3,741,404 | 4.07 | 3.21 | 13,945 | 2,466,000 | 31.75 | 22.90 | 67,558 | |||||||||
October 2024 | 200,800 | 4.07 | 3.75 | 771 | – | – | – | – | |||||||||
Total | 5,662,344 | 22,679 | 5,997,000 | 186,479 | |||||||||||||
Equivalent to RMB’000 | 160,687 | 169,534 |
Under the 2023 and 2024 Share Repurchase Program, 6,705,400 shares repurchased on the Hong Kong Stock Exchange and 7,112,452 shares repurchased on the New York Stock Exchange were cancelled during the year ended December 31, 2024.
18 Dividends
During the six months ended December 31, 2023, final dividends of USD0.103 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.
During the year ended December 31, 2024, special cash dividends of USD0.0725 per ordinary share and interim cash dividends of USD0.0686 per ordinary share, amounting to USD90,635,000 (equivalent to RMB643,176,000) and USD85,221,000 (equivalent to RMB601,075,000), 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 fiscal year ended December 31, 2024 will be sent to the Company’s shareholders and 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 21, 2025
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.
Exhibit 99.4
AMENDED
AND RESTATED
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE OF THE BOARD OF DIRECTORS OF
MINISO GROUP HOLDING LIMITED
(Adopted by the Board of Directors of MINISO
Group Holding Limited
(the “Company”) on June 24, 2022, effective upon the Company’s listing on
The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”)
and amended as of March 21, 2025)
I. | PURPOSE OF THE COMMITTEE |
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company shall be to identify and to recommend to the Board individuals it determines to be well-qualified, willing and available to serve as directors of the Company and on committees of the Board; to advise the Board with respect to the Board composition, procedures and committees; to review periodically the size of the Board and recommend to the Board any appropriate changes; and to develop and recommend to the Board a set of corporate governance principles applicable to the Company.
II. | COMPOSITION OF THE COMMITTEE |
The Committee shall consist of two or more directors, as determined from time to time by the Board and a majority of independent non-executive directors. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of New York and the Hong Kong Stock Exchange and any additional requirements that the Board deems appropriate.
The chairperson of the Committee, who may be the chairman of the Board or an independent non-executive director, shall be designated by the Board; provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson. Any vacancy on the Committee shall be filled by the Board. No member of the Committee shall be removed except by the Board.
III. | MEETINGS AND PROCEDURES OF THE COMMITTEE |
The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than once annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.
A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.
The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.
IV. | DUTIES AND RESPONSIBILITIES OF THE COMMITTEE |
The authorities and responsibilities of the Committee shall include such responsibilities and authorities set out in the relevant code provisions of the Corporate Governance Code (the “CG Code”) as contained in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time), in addition to the authorities and responsibilities as set out below.
A. | Board Candidates and Nominees |
The following duties and responsibilities with respect to Board candidates and nominees are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”), the New York Stock Exchange and the Hong Kong Stock Exchange, or any other applicable regulatory authority:
(a) | identify and, if appropriate, interview individuals who are suitably qualified to become a member of the Board and to select or make recommendations to the Board on the selection of individuals nominated by the shareholders of the Company or others for directorships; |
(b) | review the background and qualifications of individuals being considered as director candidates; provided that among the qualifications considered in the selection of candidates, the Committee shall look at the following attributes and criteria of candidates: experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Committee considers appropriate in the context of the needs of the Board; |
(c) | recommend to the Board the director nominees for election by the shareholders of the Company or appointment by the Board, as the case may be, pursuant to the then effective memorandum and articles of association of the Company, which recommendations shall be consistent with the criteria for selecting directors established by the Board from time to time; and |
(d) | review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a change in status, including, but not limited to, an employment change, and to recommend whether or not the director should be re-nominated. |
B. | Board Composition, Size and Procedures |
The following duties and responsibilities with respect to the composition and procedures of the Board as a whole are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the SEC, the New York Stock Exchange and the Hong Kong Stock Exchange, or any other applicable regulatory authority:
(a) | review annually with the Board the structure, size and composition of the Board as a whole, assist the Board in maintaining a board skills matrix, and to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of independence, knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by the New York Stock Exchange and the Hong Kong Stock Exchange, and to make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy; |
(b) | review periodically the size of the Board and recommend to the Board any appropriate changes; |
(c) | make recommendations on the frequency and structure of Board meetings; |
(d) | make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted, including, but not limited, to procedures with respect to the waiver by the Board of any Company rule, guideline, procedure or corporate governance principle; |
(e) | assess the independence of independent non-executive directors; and |
(f) | make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular, the chairman of the Board and the chief executive of the Company. |
C. | Board Committees |
The following duties and responsibilities with respect to the committee structure of the Board are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the SEC, the New York Stock Exchange and the Hong Kong Stock Exchange, or any other applicable regulatory authority:
(a) | make recommendations to the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to serve as members of a committee, including the Committee, and recommend individual directors to fill any vacancy that might occur on a committee, including the Committee; |
(b) | monitor the functioning of the committees of the Board and make recommendations for any changes, including the creation and elimination of committees; |
(c) | review annually committee assignments and the policy with respect to the rotation of committee memberships and/or chairpersonships, and report any recommendations to the Board; and |
(d) | recommend that the Board establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise; provided that the Committee’s power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time. |
D. | Corporate Governance |
The following duties and responsibilities with respect to corporate governance are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the SEC, the New York Stock Exchange and the Hong Kong Stock Exchange, or any other applicable regulatory authority:
(a) | develop, review and assess periodically, and at least annually, the adequacy of the Company’s policies and practices on corporate governance to assure that they are appropriate for the Company and comply with the requirements of the New York Stock Exchange and the Hong Kong Stock Exchange and make recommendation to the Board; |
(b) | review and monitor the training and continuous professional development of directors and senior management; |
(c) | review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements; |
(d) | develop, review and monitor the code of conduct and compliance manual (if any) applicable to directors and employees; |
(e) | review the Company’s compliance with the CG Code and disclosure in the corporate governance report; |
(f) | advise the Board periodically with respect to significant developments in the law and practice of corporate governance as well as the Company’s compliance with applicable laws and regulations, and making recommendations to the Board on all matters of corporate governance and on any corrective action to be taken; and |
(g) | consider any other corporate governance issues that arise from time to time, and develop appropriate recommendations for the Board. |
V. | EVALUATION OF THE COMMITTEE |
The Committee shall be responsible for supporting and overseeing the Company’s regular evaluation of the Board’s performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner. The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company’s or the Board’s policies or procedures.
VI. | INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS |
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Company’s expense, such independent counsel or other consultants or advisers as it deems necessary.
* * *
While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable law.