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 — | Next Day Disclosure Return Dated March 28, 2025 |
| Exhibit 99.2 — | Announcement with the Stock Exchange of Hong Kong Limited — Up to HK$1.8 Billion Share Repurchases Through Hong Kong Repurchase Program and Rule 10B5-1 Repurchase Program |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MINISO Group Holding Limited | |||
| By | : | /s/ Jingjing Zhang | |
| Name | : | Jingjing Zhang | |
| Title | : | Chief Financial Officer | |
Date: March 31, 2025
Exhibit 99.1
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FF305 Page 1 of 7 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: MINISO Group Holding Limited Date Submitted: 28 March 2025 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 27 March 2025 1,251,337,357 0 1,251,337,357 1). Other (please specify) See Part B Date of changes 28 March 2025 % Closing balance as at (Notes 5 and 6) 28 March 2025 1,251,337,357 0 1,251,337,357 |
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FF305 Page 2 of 7 v 1.3.0 B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) 1). Shares repurchased for cancellation but not yet cancelled Date of changes 26 March 2025 411,600 % HKD 36.4374 2). Shares repurchased for cancellation but not yet cancelled Date of changes 27 March 2025 530,600 % HKD 37.6823 3). Shares repurchased for cancellation but not yet cancelled Date of changes 28 March 2025 269,000 0.021497 % HKD 37.1479 |
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FF305 Page 3 of 7 v 1.3.0 Confirmation Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each issue of shares or sale or transfer of treasury shares as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 7) (i) all money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it; (ii) all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications of listing" have been fulfilled; (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; (iv) all the securities of each class are in all respects identical (Note 8); (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements; (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. Notes to Section I: 1. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. 2. Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. 3. The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
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FF305 Page 4 of 7 v 1.3.0 4. In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. Where shares have been issued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given. 5. The closing balance date is the date of the last relevant event being disclosed. 6. For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. If repurchased or redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B. 7. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. 8. “Identical” means in this context: - the securities are of the same nominal value with the same amount called up or paid up; - they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and - they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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FF305 Page 5 of 7 v 1.3.0 Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1). Repurchase report Section II 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Repurchase report Trading date Number of shares repurchased Method of repurchase (Note 1) Repurchase price per share or highest repurchase price per share $ Lowest repurchase price per share $ Aggregate price paid $ 1). 28 March 2025 269,000 On the Exchange HKD 38 HKD 36.8 HKD 9,992,790 Total number of shares repurchased 269,000 Aggregate price paid $ HKD 9,992,790 Number of shares repurchased for cancellation 269,000 Number of shares repurchased for holding as treasury shares 0 B. Additional information for issuer who has a primary listing on the Exchange 1). Date of the resolution granting the repurchase mandate 20 June 2024 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 125,928,257 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 10,621,944 4). As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate (a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate 0.843492 % 5). Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A (Note 2) Up to 27 April 2025 We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ................16 April 2024.......................... which has been filed with the Exchange. We also confirm that any repurchases |
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FF305 Page 6 of 7 v 1.3.0 made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Remarks: The Company repurchased 269,000 ordinary shares on the Hong Kong Stock Exchange on March 28, 2025 . Notes to Section II: 1. Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. 2. Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange. |
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FF305 Page 7 of 7 v 1.3.0 Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B. Report of on-market sale of treasury shares Not applicable Submitted by: Ye Guofu (Name) Title: Director (Director, Secretary or other Duly Authorised Officer) |
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)
UP TO HK$1.8 BILLION SHARE REPURCHASES THROUGH HONG KONG REPURCHASE PROGRAM AND RULE 10b5-1 REPURCHASE PROGRAM
References are made to the announcements of the MINISO Group Holding Limited (the “Company”) dated August 30, 2024 and March 21, 2025 in relation to the share repurchase program adopted by the Company to conduct share repurchase up to HK$2 billion in value of its outstanding ordinary shares (“Shares”) and/or American depository shares (the “ADSs”) (each representing four Shares) from the open market over a 12-month period starting from August 30, 2024, which has been extended to be valid until June 30, 2026 (the “Repurchase Authorization”).
On March 28, 2025, the Company has entered into share repurchase agreements for an aggregate repurchase amount of up to approximately HK$1.8 billion, including up to a maximum amount of HK$900 million for an automatic share repurchase program for the repurchase of Shares (the “Hong Kong Repurchase Program”) on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and the repurchase of ADSs on the New York Stock Exchange (the “NYSE”) for up to a maximum amount of approximately US$115 million under the Rule 10b5-1 of the United States Securities Exchange Act of 1934 in the U.S. (the “Rule 10b5-1 Repurchase Program”, and together with the Hong Kong Repurchase Program, the “Share Repurchase Programs”), both of which will be covered by the Repurchase Authorization.
SHARE REPURCHASE PROGRAMS
Pursuant to the share repurchase agreement (the “Hong Kong Repurchase Agreement”) entered into by the Company with CLSA Limited (the “Broker”), an independent broker, on March 28, 2025, the Broker shall effect repurchase of Shares on the Hong Kong Stock Exchange for up to a maximum amount of HK$900 million in accordance with the pre-determined parameters, including the repurchase price, repurchase amount per trading day, trading volume limit, amongst others, as set out under the Hong Kong Repurchase Agreement. The repurchases under the Hong Kong Repurchase Program will be conducted through the open market and the facilities of the Hong Kong Stock Exchange. Unless terminated pursuant to the terms therein, the term of the Hong Kong Repurchase Agreement will be from March 31, 2025 to April 1, 2026.
On the same date, the Company also entered into a separate Rule 10b5-1 Repurchase Program for the repurchase of its ADSs on the NYSE for up to a maximum amount of approximately US$115 million in compliance with the requirements of Rule 10b5-1(c)(1)(i) and, to the extent applicable, Rule 10b-18 under the U.S. Securities Exchange Act of 1934, through a designated independent broker by giving irrevocable non-discretionary trading instructions to the broker to effect the repurchase of ADSs on the NYSE. Unless terminated pursuant to the terms therein, the term of the Rule 10b5-1 Repurchase Program will be from March 28, 2025 to April 1, 2026.
Any repurchases in Hong Kong and the U.S. will be made under the general repurchase mandate from the shareholders of the Company (the “Shareholders”) sought at the Company’s annual general meeting held each year, with the most recent general repurchase mandate being granted at the annual general meeting held on June 20, 2024, which will be renewed by approval from the Shareholders upon its expiry at the upcoming annual general meeting of the Company. Further, the Hong Kong Repurchase Program will be subject to, among other things, the dealing restrictions as set out under Rule 10.06(2)(a) of the Listing Rules and the Hong Kong Stock Exchange Guidance Letter 117-23 (the “GL117-23”).
WAIVER FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER RULE 10.06(2)(e)
Rule 10.06(2)(e) of the Listing Rules requires an issuer not to purchase its shares on the Hong Kong Stock Exchange at any time after inside information has come to its knowledge until the information is made publicly available. In particular, during the period of 30 days immediately preceding the earlier of:
| (a) | the date of the board meeting (as such date is first notified to the Hong Kong Stock Exchange in accordance with the Listing Rules) for the approval of the issuer’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and |
| (b) | the deadline for the issuer to announce its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules), |
and ending on the date of the results announcement (collectively, the “Restricted Period”), the issuer may not purchase its shares on the Hong Kong Stock Exchange, unless the circumstances are exceptional.
The Company has been publishing earnings release on a quarterly basis following the prevailing practices in the U.S. The trading windows available to the Company for making repurchases under the applicable rules and regulations in the U.S. are generally less than those available to the Hong Kong issuers which only publish annual and interim results. On the ground that the terms and the features of the Agreement satisfy the requirements under the Listing Rules and the GL117-23, such that the Hong Kong Repurchase Program is structured in a manner to mitigate the risk of trading with undisclosed inside information and potential price manipulation, the granting of the waiver from strict compliance with Rule 10.06(2)(e) of the Listing Rules will not give rise to undue risk to the Shareholders.
Accordingly, the Company has applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with the requirements under Rule 10.06(2)(e) of the Listing Rules in respect of share repurchases to be made pursuant to the Hong Kong Repurchase Agreement for the Hong Kong Repurchase Program during the Restricted Period.
The Company has adopted sufficient safeguard measures in respect of the entering into of the Hong Kong Repurchase Agreement and any repurchases to be conducted thereunder in compliance with requirements as set out under the GL117-23. In particular:
| (i) | the Hong Kong Repurchase Program is an irrevocable non-discretionary arrangement, which (a) was entered into outside the Restricted Period, (b) has set out the pre-determined parameters for the share buy-backs, and (c) cannot be amended or terminated by the Company (unless required by applicable laws) during the Restricted Period; |
| (ii) | the Hong Kong Repurchase Program will be effected through the Broker, which, to the best of the Company’s knowledge, is an independent third party of the Company and its connected person (as defined under the Listing Rules); |
| (iii) | all buy-back decisions under the Hong Kong Repurchase Program will be made by the Broker in accordance with the pre-determined parameters. To the best knowledge of the Company after due enquiry, the Broker has in place appropriate systems and controls with Chinese walls to ensure that (i) there is no influence by the Company or any of its connected persons over the Hong Kong Repurchase Program after its commencement date and that all investment decisions under the Hong Kong Repurchase Program are made independently from the Company and its connected persons (as defined in the Listing Rules); and (ii) no non-public information of the Company and its connected persons is given directly or indirectly to, or received by any personnel of the Broker involved with the establishment or execution of the Hong Kong Repurchase Program until a reasonable time after its completion or termination; |
| (iv) | each of the Company’s market capitalization as at the date of this announcement and average daily turnover volume in the six months immediately prior to the date of this announcement is above the benchmark as set out under the GL117-23; and |
| (v) | the Company published this announcement to disclose the details of the Hong Kong Repurchase Program and will disclose any share repurchases conducted thereunder by way of next day disclosure returns. |
APPROVAL UNDER RULE 10.06(3) IN RELATION TO THE SHARE REPURCHASE PROGRAMS
Rule 10.06(3) of the Listing Rules provides that an issuer whose primary listing is on the Hong Kong Stock Exchange may not make a new issue of shares or announce a proposed new issue of shares for a period of 30 days after any purchase by it of shares, whether on the Hong Kong Stock Exchange or otherwise (other than an issue of securities pursuant to the exercise of warrants, share options or similar instruments requiring the issuer to issue securities, which were outstanding prior to that purchase of its own securities), without the prior approval of the Hong Kong Stock Exchange.
The Company has applied for, and the Hong Kong Stock Exchange has granted, an approval under Rule 10.06(3) of the Listing Rules in respect of potential share issuance for the grant of share awards (“Awards”) (in the form of share options, a right to purchase restricted shares, or a right to purchase restricted share units) under the 2020 Share Incentive Plan (adopted by the Company in September 2020, as amended from time to time) within 30 days after share repurchases are made pursuant to the Share Repurchase Programs, on the basis that:
| (i) | the repurchases to be made pursuant to the Share Repurchase Programs are irrevocable and non-discretionary from the Company’s perspective. The respective broker for each of the Share Repurchase Programs has the sole discretion to make repurchases within the pre-established parameters specified in the respective agreements of the Share Repurchase Programs; |
| (ii) | the grant of Awards under the 2020 Share Incentive Scheme is to attract and retain talents, provide incentives to qualified persons, promote the success of the Company’s business, and not for fund-raising purpose, which is apparent from the construct of the 2020 Share Incentive Scheme as detailed in its scheme rules (as disclosed in the annual reports of the Company). Therefore, such grants of Awards should not be caught by Rule 10.06(3) of the Listing Rules which is intended to prevent listed issuers from manipulating the market price of its shares through conducting repurchases and share issuances close in time of each other; |
| (iii) | the Company has granted, and intends to continue to grant, Awards in accordance with the 2020 Share Incentive Plan from time to time as and when appropriate and necessary. Therefore, it would be unduly burdensome for the Company to, for the purpose of strict compliance with Rule 10.06(3) of the Listing Rules, delay the grant of Awards under the 2020 Share Incentive Scheme after share repurchases are made pursuant to the Share Repurchase Programs; and |
| (iv) | the Company published this announcement to disclose the approval. |
GENERAL
The Company believes that the Share Repurchase Programs will demonstrate the Company’s intention to attract and retain talents with high potential, motivating them to make contributions, confidence in its business outlook and prospects and would, ultimately, benefit the Company and create value to its Shareholders. The board of directors of the Company (the “Board”) believes that the current financial resources of the Company would enable it to implement the Share Repurchase Programs while continuing to maintain a solid financial position.
Shareholders and potential investors should note that any repurchase of Shares under the Share Repurchase Programs will be subject to prevailing market conditions and the respective broker’s sole discretion within the pre-established parameters specified in the respective agreements of the Share Repurchase Programs. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
| By order of the Board | |
| MINISO Group Holding Limited | |
| Mr. YE Guofu | |
| Executive Director and Chairman |
Hong Kong, March 28, 2025
As of the date of this announcement, the Board comprises Mr. YE Guofu as executive director, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive directors.