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6-K 1 tm259989d1_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 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

 

Exhibit 99.1 Press Release — MINISO Group Announces December Quarter and Full Year of 2024 Unaudited Financial Results
Exhibit 99.2 Announcement with the Stock Exchange of Hong Kong Limited — Inside Information — Quarter and Full Year Unaudited Financial Results Ended December 31, 2024
Exhibit 99.3 Announcement with the Stock Exchange of Hong Kong Limited — Annual Results Announcement for the Fiscal Year Ended December 31, 2024
Exhibit 99.4 Announcement with the Stock Exchange of Hong Kong Limited — Charter of the Nominating and Corporate Governance Committee of the Board of Directors of MINISO Group Holding Limited

 

 


 

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

 

 

 

EX-99.1 2 tm259989d1_ex99-1.htm EXHIBIT 99.1

 

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.

 

1


 

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.”

 

2


 

“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).

 

3


 

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.

 

4


 

 

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.

 

5


 

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.

 

6


 

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

 

7


 

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.

 

8


 

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.

 

9


 

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

 

10


 

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  

 

11


 

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  

 

12


 

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  

 

13


 

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  

  

14


 

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.

 

15


 

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.

 

16


 

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  

 

17


 

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  

 

18

 

EX-99.2 3 tm259989d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

 

 

MINISO Group Holding Limited

名創優品集團控股有限公司

(A company incorporated in the Cayman Islands with limited liability)

(Stock Code: 9896)

 

INSIDE INFORMATION

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.

 

1


 

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.

 

2


 

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.

 

3


 

· 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.

 

4


 

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.”

 

5


 

“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.

 

6


 

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.

 

7


 

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.

 

8


 

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.

 

9


 

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.

 

10


 

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/.

 

11


 

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.

 

12


 

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

 

13


 

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  

 

14


 

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  

 

15


 

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  

 

16


 

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  

 

17


 

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.

 

18


 

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.

 

19


 

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  

 

20


 

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  

 

21

EX-99.3 5 tm259989d1_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

 

 

MINISO Group Holding Limited 

名創優品集團控股有限公司 

(A company incorporated in the Cayman Islands with limited liability) 

(Stock Code: 9896)

 

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  

 

1


 

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.

 

2


 

    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.

 

3


 

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.

 

4


 

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  

 

5


 

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%.

 

6


 

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.

 

7


 

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.

 

8


 

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.

 

9


 

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.

 

10 


 

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.

 

11 


 

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

 

12 


 

(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.

 

13 


 

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  

 

14 


 

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.

 

15 


 

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)

 

16 


 

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.

 

17 


 

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%.

 

18 


 

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.

 

19 


 

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.

 

20 


 

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.

 

21 


 

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.

 

22 


 

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.

 

23 


 

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.

 

24 


 

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        

 

25 


 

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).

 

26 


 

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  

 

27 


 

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  

 

28 


 

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   

 

29 


 

          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  

 

30 


 

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.

 

31 


 

    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.

 

32 


 

 

Unaudited Consolidated Statement of Cash Flows
(Expressed in thousands of Renminbi)

 

     
    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 )

 

33 


 

    For the six
months ended
December 31,
   

For the
year ended
December 31,

 
    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  

 

34 


 

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.

 

35 


 

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  

 

36 


 

    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.

 

37 


 

(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  

 

38 


 

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  

 

39 


 

        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  

 

40 


 

    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  

 

41 


 

 

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  

 

42 


 

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  

 

43 


 

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.

 

44 


 

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  

 

45 


 

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  

 

46 


 

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  

 

47 


 

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  

 

48 


 

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.

 

49 


 

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  

 

50 


 

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.

 

51 


 

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  

 

52 


 

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.

 

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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”).

 

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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.

 

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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.

 

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EX-99.4 6 tm259989d1_ex99-4.htm EXHIBIT 99.4

 

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.

 

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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.

 

2 


 

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;

 

3 


 

(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.

 

4 


 

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.

 

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