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6-K 1 tm2524105d1_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 August 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 2025 June Quarter and Interim Unaudited Financial Results

Exhibit 99.2 —     Announcement with the Stock Exchange of Hong Kong Limited — Inside Information — Unaudited Quarter and Interim Financial Results for the Three Months and the Six Months Ended June 30, 2025

Exhibit 99.3 —     Announcement with the Stock Exchange of Hong Kong Limited — Interim Results Announcement for the Six Months Ended June 30, 2025

Exhibit 99.4 —     Next Day Disclosure Return Dated August 15, 2025

Exhibit 99.5 —     Next Day Disclosure Return Dated August 21, 2025

 

 


 

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: August 22, 2025

 

 

 

EX-99.1 2 tm2524105d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

MINISO Group Announces 2025 June Quarter and Interim Unaudited Financial Results

 

MINISO Group Delivers Accelerating Momentum: Same-Store GMV(1) Growth (the “SSSG”)

Turns Positive in June Quarter; Revenue Increased 23.1%; Operating Profit Increased

11.3%; Adjusted Diluted Earnings per ADS Increased 12.0% 

MINISO Brand Resumes Net Store Network Expansion in Mainland China, with 30 Net New

Stores Opened in June Quarter 

TOP TOY Brand Revenue Increased 87.0%, a New Growth Record for June Quarter 

Announce Interim Dividend of US$0.2896 per ADS

 

GUANGZHOU, China, August 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 three months and the six months ended June 30, 2025 (the “June Quarter” and the “First Half of 2025”, respectively).

 

Financial Highlights for the June Quarter

 

· Revenue increased 23.1% year over year to RMB4,966.1 million (US$693.2 million), above the high end of the Company’s previous guidance range of 18%-21%.

 

· All three of the Company’s operating segments achieved a marked sequential improvement in SSSG(1) during the June quarter, propelling group-level SSSG(1) into positive territory after a mid-single digit contraction last quarter.

 

· MINISO Brand’s SSSG(1) was flat year over year, underpinned by (i) low-single digit growth in mainland China, and (ii) low-single digit decline in overseas market.

 

· TOP TOY Brand’s SSSG(1) advanced at a low-single digit growth rate year over year.

 

· Gross margin was 44.3%, compared to 43.9% in the same period last year.

 

· Operating profit increased 11.3% year over year to RMB836.2 million (US$116.7 million).

 

· Adjusted operating profit(2) increased 8.5% year over year to RMB851.8 million (US$118.9 million), with adjusted operating margin of 17.2%, both ahead of the Company’s guidance.

 

· Profit for the period was RMB489.5 million (US$68.3 million), compared to RMB591.4 million in the same period last year.

 

· Adjusted net profit(2) increased 10.6% year over year to RMB691.5 million (US$96.5 million).

 

· Adjusted net margin(2) was 13.9%, compared to 15.5% in the same period last year.

 

· Adjusted EBITDA(2) increased 14.7% year over year to RMB1,149.5 million (US$160.5 million).

 

· Adjusted EBITDA margin(2)  was 23.1%, compared to 24.8% in the same period last year.

 

· Adjusted basic and diluted earnings per ADS(2) were both RMB2.24 (US$0.31), increased by 12.0% year over year.

 

Financial Highlights for the First Half of 2025

 

· Revenue increased 21.1% year over year to RMB9,393.1 million (US$1,311.2 million).

 

· Gross profit increased 22.6% year over year to RMB4,156.9 million (US$580.3 million).

 

· Gross margin was 44.3%, compared to 43.7% in the same period last year.

 

· Operating profit increased 3.4% year over year to RMB1,545.9 million (US$215.8 million).

 

· Adjusted operating profit(2) increased 1.7% year over year to RMB1,586.5 million (US$221.5 million), with adjusted operating margin of 16.9%.

 

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· Profit for the period was RMB906.0 million (US$126.5 million), compared with RMB1,177.4 million in the same period last year.

 

· Adjusted net profit(2) was RMB1,278.7 million (US$178.5 million), compared with RMB1,241.9 million in the same period last year.

 

· Adjusted net margin(2) was 13.6%, compared to 16.0% in the same period last year.

 

· Adjusted EBITDA(2) increased 11.2% year over year to RMB2,186.8 million (US$305.3 million).

 

· Adjusted EBITDA margin(2)  was 23.3%, compared to 25.4% in the same period last year.

 

· Adjusted basic and diluted earnings per ADS(2) was RMB4.16 (US$0.58) and RMB4.12 (US$0.58) respectively, compared with each of RMB3.96 in the same period last year.

 

· Cash Position(3) was RMB7,466.1 million (US$1,042.2 million) as of June 30, 2025, compared to RMB6,698.1 million as of December 31, 2024.

 

· Net cash from operating activities was RMB1,014.2 million (US$141.6 million). Capital expenditure was RMB434.8 million (US$60.7 million) and free cash flow was RMB579.4 million (US$80.9 million) for the First Half of 2025.

 

Operational Highlights

 

· Total number of stores on group level was 7,905 as of June 30, 2025, representing a year-over-year increase of 842 net new stores.

 

· Number of MINISO stores was 7,612 as of June 30, 2025, representing a year-over-year increase of 744 net new stores.

 

· Number of MINISO stores in mainland China was 4,305 as of June 30, 2025, representing a year-over-year increase of 190 net new stores.

 

· Number of MINISO stores in overseas markets reached 3,307 as of June 30, 2025, representing a year-over-year increase of 554 net new stores.

 

· Number of TOP TOY stores was 293 as of June 30, 2025, representing a year-over-year increase of 98 net new stores. TOP TOY has also begun to expand into overseas markets since December quarter of 2024. This strategic move aligns with the Company's plan to expand globally and strengthen its brand presence.

 

 

Notes:

 

(1) “Same-store GMV” refers to the GMV generated by those 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. “SSSG” refers to the year-over-year growth of same-store GMV.

 

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

 

(3) “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.

 

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The following table provides a breakdown of the Company’s store network and its changes on a year-over-year basis. 74.5% of new MINISO stores in the past twelve months were located in overseas markets.

 

    As of        
   

June 30,

2024

   

June 30,

2025

    YoY  
Number of stores on group level     7,063       7,905       842  
Number of MINISO stores     6,868       7,612       744  
Mainland China     4,115       4,305       190  
—Directly operated stores     29       20       (9 )
—Stores operated under MINISO Retail Partner model     4,063       4,258       195  
—Stores operated under distributor model     23       27       4  
Overseas     2,753       3,307       554  
—Directly operated stores     343       579       236  
—Stores operated under MINISO Retail Partner model     338       425       87  
—Stores operated under distributor model     2,072       2,303       231  
Number of TOP TOY stores     195       293       98  
—Directly operated stores     21       38       17  
—Stores operated under MINISO Retail Partner model     174       250       76  
—Stores operated under distributor model     -       5       5  

 

Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, “We are gratified that MINISO Group accelerated growth in the June Quarter and we delivered a double-digit growth of operating profit which exceeded our expectations. It was encouraging that MINISO mainland China SSSG turned positive for the June Quarter and further accelerated entering the September quarter. The outperformance in MINISO mainland China in such a hyper-competitive domestic physical retail environment further underscores our strong execution and resilience of our business model. We estimate that same-store GMV in MINISO mainland China will achieve positive growth for the whole year of 2025."

 

"We are thrilled to see improvement in overseas same-store GMV in the June Quarter, especially in our strategic markets Europe and North America. As we look ahead at the second half of 2025, we expect that our investments in directly operated business will unleash the sales potential and optimize our margin profiles. We are optimistic about building on the momentum we have created and well positioned to deliver sustainable and high-quality growth overseas. We are also pleased that TOP TOY recorded another impressive revenue growth of 87.0%, marked by robust performance of pop toy products and stronger store networks. It is worth mentioning that TOP TOY recently has completed strategic financing by Temasek, with post-valuation of about HK$10 billion, demonstrating its market recognition in pop toy industry." Mr. Ye continued.

 

Mr. Eason Zhang, CFO of MINISO, commented, “We are encouraged by our better-than-expected quarterly performance in top line, growing by 23.1% year over year, accelerated from the last quarter. We now expect revenue growth to accelerate for the remainder of 2025. Gross margin reached 44.3%, increased by 0.4 percentage point year over year. Adjusted EBITDA for the June Quarter grew by 14.7% year over year to RMB1,149.5 million, accelerated from last quarter as well, with an adjusted EBITDA margin of 23.1%.”

 

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"The board of the Company has approved an interim cash dividend for the First Half of 2025, with a total amount of approximately RMB639.5 million. Return to shareholders including share repurchases and cash dividends paid for the First Half of 2025 reached about RMB1,071 million, as about 84% of adjusted net profit, compared to about 55% in the same period last year. Our capital allocation strategy will also continue to balance fast growth and our commitment to bring stable and foreseeable returns to shareholders.” Mr. Zhang concluded.

 

Recent Developments

 

Interim Dividend Declaration

 

On August 21, 2025, the Company’s board of directors approved the distribution of an interim

 

cash dividend in the amount of US$0.2896 per ADS or US$0.0724 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on September 5, 2025, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for the holders of ordinary shares in Hong Kong will be September 4, 2025; and the ex-dividend date for holders of ADSs will be September 5, 2025. The payment date is expected to be September 16, 2025 for holders of ordinary shares and September 19, 2025 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$89.3 million (RMB639.5 million at an exchange rate of RMB7.1636 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the First Half of 2025 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 interim cash dividend, all valid documents for the transfer of ordinary 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 September 5, 2025 (Beijing/Hong Kong Time).

 

Update on TOP TOY

 

TOP TOY recently has completed a round of strategic financing led by Temasek, a global investment company headquartered in Singapore. The post-transaction valuation of TOP TOY reached around HK$10 billion, demonstrating the market recognition of TOP TOY's business model, brand equity, and global expansion roadmap on a rapid growth trajectory of its pop toy business.

 

Financial Results for the June Quarter

 

Revenue was RMB4,966.1 million (US$693.2 million), representing an increase of 23.1% year over year.

 

Revenue from MINISO brand increased by 19.5% year over year to RMB4,563.2 million (US$637.0 million), including (i) an increase of 13.6% in revenue from MINISO brand in mainland China, accelerating from last quarter, and (ii) an increase of 28.6% in revenue from MINISO brand in overseas markets. Overseas revenue contributed to 42.6% of revenue from MINISO brand, compared to 39.5% in the same period last year.

 

Revenue from TOP TOY brand increased by 87.0% to RMB402.2 million (US$56.1 million).

 

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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 RMB2,767.2 million (US$386.3 million), representing an increase of 22.3% year over year.

 

Gross profit was RMB2,198.9 million (US$307.0 million), representing an increase of 24.0% year over year.

 

Gross margin was 44.3%, representing an increase of 0.4 percentage point year over year. The year-over-year increase in gross margin was primarily due to (i) higher revenue contribution from overseas markets, and (ii) higher gross margin of TOP TOY.

 

Selling and distribution expenses were RMB1,159.8 million (US$161.9 million), representing an increase of 40.4% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB1,154.2 million (US$161.1 million), representing an increase of 42.8% 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 June 30, 2025, total number of directly operated stores on the group level was 637, compared to 393 as of June 30, 2024. In the June Quarter, revenue from directly operated stores increased 78.7%, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased 56.3%, decelerating from the year-over-year increase of 71.4% in last quarter. Promotion and advertising expenses increased 20.4%, as a percentage of revenue stabilizing at around 3% in both comparative periods. Licensing expenses increased 25.9%, as a percentage of revenue ranging from 2% to 3% in both comparative periods. Logistics expenses increased 21.3% year over year.

 

General and administrative expenses were RMB261.5 million (US$36.5 million), representing an increase of 15.1% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB251.4 million (US$35.1 million), representing an increase of 19.1% 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 RMB77.4 million (US$10.8 million), compared to RMB26.9 million in the same period last year. The year-over-year increase was mainly due to (i) an increase in investment income in wealth management products, and (ii) a net foreign exchange gain compared with a net foreign exchange loss in the same period last year.

 

Operating profit was RMB836.2 million (US$116.7 million), representing an increase of 11.3% year over year.

 

Adjusted operating profit(1) was RMB851.8 million (US$118.9 million), representing an increase of 8.5% year over year.

 

Net finance cost was RMB79.4 million (US$11.1 million), compared to net finance income of RMB9.0 million in the same period last year. The year-over-year increase in finance cost was due to (i) increased interest expenses in relation to the equity linked securities issued by the Company in January 2025 ( the “Equity Linked Securities”) and the bank loans used for acquisition of the equity interest of Yonghui Superstores Co., Ltd*(永輝超市股份有限公司) (the “Yonghui”), both of which have been excluded in non-IFRS financial measures(1), and (ii) increased interest expenses on lease liabilities corresponding to the Company’s investment in directly operated stores.

 

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Share of loss of equity-accounted investees, net of tax was RMB136.9 million (US$19.1 million), compared to share of profit of RMB0.2 million in the same period last year. The year-over-year change was mainly attributable to share of loss in Yonghui, which has been excluded in non-IFRS financial measures(1).

 

Other gain was RMB6.7 million (US$0.9 million), mainly attributable to gain from fair value change of derivatives under mark-to-market impact, which was in relation to the Equity Linked Securities and has been excluded in non-IFRS financial measures(1).

 

Profit for the period was RMB489.5 million (US$68.3 million), compared to RMB591.4 million in the same period last year.

 

Adjusted net profit(1) was RMB691.5 million (US$96.5 million), increased by 10.6% year over year.

 

Adjusted net margin(1) was 13.9%, compared to 15.5% in the same period last year.

 

Adjusted EBITDA(1) was RMB1,149.5 million (US$160.5 million), representing an increase of 14.7% year over year.

 

Adjusted EBITDA margin(1) was 23.1%, compared to 24.8% in the same period last year.

 

Basic and diluted earnings per ADS were both RMB1.60 (US$0.22) in the June Quarter, compared with RMB1.88 in the same period last year.

 

Adjusted basic and diluted earnings per ADS(1) were both RMB2.24 (US$0.31) in the June Quarter, representing an increase of 12.0% year over year from RMB2.00 in the same period last year.

 

Financial Results for the First Half of 2025

 

Revenue was RMB9,393.1 million (US$1,311.2 million), representing an increase of 21.1% year over year.

 

Revenue from MINISO brand increased by 18.1% to RMB8,649.0 million (US$1,207.4 million), including (i) an increase of 11.4% in revenue from MINISO brand in mainland China, and (ii) an increase of 29.4% in revenue from MINISO brand in overseas markets. The overseas revenue contributed 40.9% of revenue from MINISO brand, compared to 37.3% in the same period last year.

 

Revenue from TOP TOY brand increased by 73.0% to RMB742.1 million (US$103.6 million), primarily powered by its 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 RMB5,236.2 million (US$730.9 million), representing an increase of 19.8% year over year.

 

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Gross profit was RMB4,156.9 million (US$580.3 million), representing an increase of 22.6% year over year.

 

Gross margin reached historical high of 44.3% across previous first half of the years, representing an increase of 0.6 percentage point. The year-over-year increase in gross margin was primarily due to (i) higher revenue contribution from overseas markets, and (ii) higher gross margin of TOP TOY.

 

Other income was RMB5.4 million (US$0.8 million), compared to RMB12.7 million in the same period last year.

 

Selling and distribution expenses were RMB2,181.0 million (US$304.5 million), increased by 43.3% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB2,167.1 million (US$302.5million), increased by 46.4% year over year.

 

General and administrative expenses were RMB503.7 million (US$70.3 million), increased by 20.3% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB477.0 million (US$66.6 million), increased by 20.6% year over year.

 

Other net income was RMB98.2 million (US$13.7 million), compared to RMB41.7 million in the same period last year. The year-over-year increase was mainly due to (i) an increase in investment income in wealth management products, and (ii) a net foreign exchange gain compared with a net foreign exchange loss in the same period last year.

 

Operating profit was RMB1,545.9 million (US$215.8 million), representing an increase of 3.4% year over year.

 

Adjusted operating profit(1) was RMB1,586.5 million (US$221.5 million), representing an increase of 1.7% year over year.

 

Net finance cost was RMB128.4 million (US$17.9 million), compared to net finance income of RMB34.0 million in the same period last year. The year-over-year increase in finance cost was due to (i) increased interest expenses in relation to the Equity Linked Securities and the bank loans used for acquisition of the equity interest of Yonghui, both of which have been excluded in non-IFRS financial measures(1), and (ii) increased interest expenses on lease liabilities corresponding to the Company’s investment in directly operated stores.

 

Share of loss of equity-accounted investees, net of tax was RMB138.9 million (US$19.4 million), compared with share of profit of RMB0.3 million in the same period last year. The year-over-year change was mainly attributable to share of loss in Yonghui, which has been excluded in non-IFRS financial measures(1).

 

Other expenses was RMB84.4 million (US$11.8 million), mainly attributable to loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives, which were in relation to the Equity Linked Securities and have been excluded in non-IFRS financial measures(1).

 

Profit for the period was RMB906.0 million (US$126.5 million), compared to RMB1,177.4 million in the same period last year.

 

Adjusted net profit(1) was RMB1,278.7 million (US$178.5 million), compared to RMB1,241.9 million in the same period last year.

 

Adjusted net margin(1) was 13.6%, compared to 16.0% in the same period last year.

 

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Adjusted EBITDA(1) increased 11.2% year over year to RMB2,186.8 million (US$305.3 million).

 

Adjusted EBITDA margin(1) was 23.3%, compared to 25.4% in the same period last year.

 

Basic earnings per ADS was RMB2.96 (US$0.41), compared to RMB3.76 in the same period last year.

 

Diluted earnings per ADS was RMB2.92 (US$0.41), compared to RMB3.76 in the same period last year.

 

Adjusted basic earnings per ADS(1) increased 5.1% year over year to RMB4.16 (US$0.58), compared to RMB3.96 in the same period last year.

 

Adjusted diluted earnings per ADS(1) increased 4.0% year over year to RMB4.12 (US$0.58), compared to RMB3.96 in the same period last year.

 

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 RMB7,466.1 million (US$1,042.2 million) as of June 30, 2025, compared to RMB6,698.1 million as of December 31, 2024.

 

Net cash from operating activities was RMB1,014.2 million (US$141.6 million). Capital expenditure was RMB434.8 million (US$60.7 million) and free cash flow was RMB579.4 million (US$80.9 million) for the First Half of 2025.

 

 

Note:

 

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

 

Conference Call

 

The Company’s management will hold an earnings conference call at 5:00 A.M. Eastern Time on Thursday, August 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/91975768223?pwd=9ExRKhgHx8Q8QQyhZBwhNzPa1p3rea.1

Meeting Number: 919 7576 8223

Meeting Passcode: 9896

 

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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 June 30, 2025, which was RMB7.1636 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 operating profit, adjusted operating margin, 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 operating profit as operating profit for the period excluding equity-settled share-based payment expenses. MINISO calculates adjusted operating margin by dividing adjusted operating profit by revenue for the same period. MINISO defines adjusted net profit as profit for the period excluding equity-settled share-based payment expenses, gain or loss from fair value change of derivatives, issuance cost of derivatives and interest expenses related to Equity Linked Securities, interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, and share of profit or loss of Yonghui, net of tax. 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 excluding interest expenses related to Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui 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.

 

9


 

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.

 

10


 

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

 

11


 

MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
 
(Expressed in thousands)
 
    As at     As at  
    December 31, 2024     June 30, 2025  
    (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000  
ASSETS                        
Non-current assets                        
Property, plant and equipment     1,436,939       1,702,062       237,599  
Right-of-use assets     4,172,083       4,635,139       647,040  
Intangible assets     8,802       7,545       1,053  
Goodwill     21,418       46,030       6,426  
Deferred tax assets     181,948       217,963       30,426  
Other investments     123,399       122,570       17,110  
Trade and other receivables     341,288       212,750       29,699  
Term deposits     140,183       -       -  
Financial derivative assets     -       799,751       111,641  
Interests in equity-accounted investees     38,567       6,171,304       861,481  
                         
      6,464,627       13,915,114       1,942,475  
                         
Current assets                        
Other investments     100,000       -       -  
Inventories     2,750,389       2,836,348       395,939  
Trade and other receivables     2,207,013       2,430,263       339,252  
Cash and cash equivalents     6,328,121       7,115,183       993,241  
Restricted cash     1,026       5,527       772  
Term deposits     268,952       345,353       48,209  
                         
      11,655,501       12,732,674       1,777,413  
                         
Total assets     18,120,128       26,647,788       3,719,888  

 

12


 

MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(CONTINUED)
 
(Expressed in thousands)
 
    As at     As at  
    December 31, 2024     June 30, 2025  
    (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000  
EQUITY                        
Share capital     94       94       13  
Additional paid-in capital     4,683,577       3,956,803       552,348  
Other reserves     1,329,126       1,687,003       235,497  
Retained earnings     4,302,177       5,208,207       727,038  
                         
Equity attributable to equity shareholders of the Company     10,314,974       10,852,107       1,514,896  
Non-controlling interests     40,548       46,812       6,535  
                         
Total equity     10,355,522       10,898,919       1,521,431  
                         
LIABILITIES                        
Non-current liabilities                        
Contract liabilities     35,145       27,758       3,875  
Loans and borrowings     4,310       5,589,413       780,252  
Other payables     59,842       73,586       10,272  
Lease liabilities     1,903,137       2,177,289       303,938  
Financial derivative liabilities     -       1,230,927       171,831  
Deferred income     34,983       34,501       4,816  
                         
      2,037,417       9,133,474       1,274,984  

 

13


 

MINISO GROUP HOLDING LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(CONTINUED)
 
(Expressed in thousands)
                   
    As at     As at  
    December 31, 2024     June 30, 2025  
    (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000  
Current liabilities                        
Contract liabilities     323,292       290,706       40,581  
Loans and borrowings     566,955       1,707,170       238,312  
Trade and other payables     3,943,988       3,561,523       497,168  
Lease liabilities     635,357       883,423       123,321  
Deferred income     5,376       2,024       283  
Current taxation     252,221       170,549       23,808  
                         
      5,727,189       6,615,395       923,473  
                         
Total liabilities     7,764,606       15,748,869       2,198,457  
                         
Total equity and liabilities     18,120,128       26,647,788       3,719,888  

 

14


 

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 June 30,     Six months ended June 30,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Revenue     4,035,212       4,966,068       693,236       7,758,743       9,393,112       1,311,228  
Cost of sales     (2,261,884 )     (2,767,187 )     (386,284 )     (4,368,957 )     (5,236,194 )     (730,944 )
                                                 
Gross profit     1,773,328       2,198,881       306,952       3,389,786       4,156,918       580,284  
Other income     9,053       2,350       328       12,698       5,370       750  
Selling and distribution expenses     (826,061 )     (1,159,836 )     (161,907 )     (1,522,088 )     (2,181,022 )     (304,459 )
General and administrative expenses     (227,232 )     (261,512 )     (36,506 )     (418,573 )     (503,656 )     (70,308 )
Other net income     26,867       77,404       10,805       41,696       98,239       13,714  
Credit loss on trade and other receivables     (2,939 )     (4,675 )     (653 )     (3,606 )     (13,450 )     (1,878 )
Impairment loss on non-current assets     (1,492 )     (16,450 )     (2,296 )     (5,104 )     (16,450 )     (2,296 )
                                                 
Operating profit     751,524       836,162       116,723       1,494,809       1,545,949       215,807  
Finance income     33,716       28,921       4,037       74,606       65,836       9,190  
Finance costs     (24,686 )     (108,291 )     (15,117 )     (40,595 )     (194,236 )     (27,114 )
                                                 
Net finance income/(cost)     9,030       (79,370 )     (11,080 )     34,011       (128,400 )     (17,924 )
Share of profit/(loss) of equity-accounted investees, net of tax     181       (136,941 )     (19,116 )     301       (138,946 )     (19,396 )
Other gain/(expenses)     -       6,659       930       -       (84,412 )     (11,783 )
                                                 
Profit before taxation     760,735       626,510       87,457       1,529,121       1,194,191       166,704  
Income tax expense     (169,310 )     (136,979 )     (19,122 )     (351,742 )     (288,201 )     (40,231 )
                                                 
Profit for the period     591,425       489,531       68,335       1,177,379       905,990       126,473  
                                                 
Attributable to:                                                
Equity shareholders of the Company     587,630       489,688       68,357       1,170,102       906,030       126,479  
Non-controlling interests     3,795       (157 )     (22 )     7,277       (40 )     (6 )
                                                 
Earnings per share for ordinary shares                                                
-Basic     0.47       0.40       0.06       0.94       0.74       0.10  
-Diluted     0.47       0.40       0.06       0.94       0.73       0.10  
                                                 
Earnings per ADS                                                
(Each ADS represents 4 ordinary shares)                                                
-Basic     1.88       1.60       0.22       3.76       2.96       0.41  
-Diluted     1.88       1.60       0.22       3.76       2.92       0.41  

 

15


 

 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME (CONTINUED)

 
(Expressed in thousands)
                                     
    Three months ended June 30,     Six months ended June 30,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Profit for the period     591,425       489,531       68,335       1,177,379       905,990       126,473  
                                                 
Items that may be reclassified subsequently to profit or loss:                                                
Exchange differences on translation of financial statements of foreign operations     2,990       12,966       1,810       6,845       11,675       1,630  
                                                 
Other comprehensive income for the period     2,990       12,966       1,810       6,845       11,675       1,630  
                                                 
Total comprehensive income for the period     594,415       502,497       70,145       1,184,224       917,665       128,103  
                                                 
Attributable to:                                                
Equity shareholders of the Company     591,877       501,095       69,949       1,178,043       917,401       128,066  
Non-controlling interests     2,538       1,402       196       6,181       264       37  

 

16


 

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 June 30,     Six months ended June 30,  
    2024     2025     2024     2025  
    (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     591,425       489,531       68,335       1,177,379       905,990       126,473  
Add back:                                                
Equity-settled share-based payment expenses     33,570       15,656       2,185       64,507       40,586       5,666  
(Gain)/loss from fair value change of derivatives(1)     -       (6,659 )     (930 )     -       39,748       5,549  
Issuance cost of derivatives(2)     -       -       -       -       44,664       6,235  
Interest expenses related to Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui     -       73,606       10,275       -       128,351       17,917  
-Interest expenses related to the Equity Linked Securities(3)     -       49,358       6,890       -       89,885       12,547  
-Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui     -       24,248       3,385       -       38,466       5,370  
Share of loss of Yonghui, net of tax     -       119,335       16,659       -       119,335       16,659  
                                                 
Adjusted net profit     624,995       691,469       96,524       1,241,886       1,278,674       178,499  
Adjusted net margin     15.5 %     13.9 %     13.9 %     16.0 %     13.6 %     13.6 %
                                                 
Attributable to:                                                
Equity shareholders of the Company     621,021       691,630       96,546       1,234,430       1,278,629       178,493  
Non-controlling interests     3,974       (161 )     (22 )     7,456       45       6  
                                                 
Adjusted net earnings per share(4)                                                
-Basic     0.50       0.56       0.08       0.99       1.04       0.15  
-Diluted     0.50       0.56       0.08       0.99       1.03       0.14  
                                                 
Adjusted net earnings per ADS (Each ADS represents 4 ordinary shares)                                                
-Basic     2.00       2.24       0.31       3.96       4.16       0.58  
-Diluted     2.00       2.24       0.31       3.96       4.12       0.58  

 

 

17


 

MINISO GROUP HOLDING LIMITED
RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)
 
(Expressed in thousands, except for percentages)
                                     
    Three months ended June 30,     Six months ended June 30,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Reconciliation of adjusted net profit for the period to adjusted EBITDA:                                                
Adjusted net profit     624,995       691,469       96,524       1,241,886       1,278,674       178,499  
Add back:                                                
Depreciation and amortization     183,029       286,344       39,972       333,131       554,016       77,338  
Finance costs excluding interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui     24,686       34,685       4,842       40,595       65,885       9,197  
Income tax expense     169,310       136,979       19,122       351,742       288,201       40,231  
Adjusted EBITDA     1,002,020       1,149,477       160,460       1,967,354       2,186,776       305,265  
Adjusted EBITDA margin     24.8 %     23.1 %     23.1 %     25.4 %     23.3 %     23.3 %

 

 

Notes:

 

(1) The gain or loss from fair value change of derivatives was a non-cash gain or expense that was related to the fair value of the Equity Linked Securities and call spread. It was determined solely by movements in the underlying share price.

 

(2) The issuance cost of derivatives was a one-off expense that was related to the Equity Linked Securities.

 

(3) For the three months ended June 30, 2025, the RMB49,358,000 interest expenses related to the Equity Linked Securities included RMB44,413,000 non-cash portion and RMB4,945,000 cash expense.

 

For the six months ended June 30, 2025, the RMB89,885,000 interest expenses related to the Equity Linked Securities included RMB80,815,000 non-cash portion and RMB9,070,000 cash expense.

 

(4) 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 June 30,           Six months ended June 30,        
    2024     2025           2024     2025        
    RMB’000     RMB’000     US$’000     YoY     RMB’000     RMB’000     US$’000     YoY  
Revenue                                                
MINISO Brand     3,818,008       4,563,226       637,001       19.5 %     7,324,665       8,649,004       1,207,355       18.1 %
-Mainland China     2,308,008       2,621,212       365,906       13.6 %     4,592,799       5,114,987       714,025       11.4 %
-Overseas     1,510,000       1,942,014       271,095       28.6 %     2,731,866       3,534,017       493,330       29.4 %
TOP TOY Brand     215,100       402,208       56,146       87.0 %     428,920       742,058       103,587       73.0 %
Others(1)     2,104       634       89       (69.9 )%     5,158       2,050       286       (60.3 )%
      4,035,212       4,966,068       693,236       23.1 %     7,758,743       9,393,112       1,311,228       21.1 %

 

 

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        
   

June 30,

2024

   

June 30,

2025

    YoY  
By City Tiers                        
First-tier cities     541       572       31  
Second-tier cities     1,705       1,774       69  
Third- or lower-tier cities     1,869       1,959       90  
Total     4,115       4,305       190  

 

20


 

MINISO GROUP HOLDING LIMITED
UNAUDITED ADDITIONAL INFORMATION
NUMBER OF MINISO STORES IN OVERSEAS MARKETS
                   
    As of        
   

June 30,

2024

    June 30,
2025
    YoY  
By Regions                        
Asia excluding China     1,484       1,695       211  
North America     234       394       160  
Latin America     584       661       77  
Europe     244       319       75  
Others     207       238       31  
Total     2,753       3,307       554  

 

*For identification purpose only

 

21

 

EX-99.2 3 tm2524105d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

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

 

MINISO Group Holding Limited

名創優品集團控股有限公司

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

(Stock Code: 9896)

 

INSIDE INFORMATION

UNAUDITED QUARTER AND INTERIM FINANCIAL RESULTS

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2025

 

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 six months ended June 30, 2025.

 

The Company is pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries for the three months and six months ended June 30, 2025 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 August 21, 2025 (Eastern Standard Time), in relation to the unaudited financial results for the three months and six months ended June 30, 2025, 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 six months ended June 30, 2025 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, August 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 2025 June Quarter and Interim Unaudited Financial Results

 

MINISO Group Delivers Accelerating Momentum: Same-Store GMV(1) Growth (the “SSSG”) Turns Positive in June Quarter; Revenue Increased 23.1%; Operating Profit Increased 11.3%; 

Adjusted Diluted Earnings per ADS Increased 12.0% 

MINISO Brand Resumes Net Store Network Expansion in Mainland China, with 30 Net New Stores Opened in June Quarter 

TOP TOY Brand Revenue Increased 87.0%, a New Growth Record for June Quarter 

Announce Interim Dividend of US$0.2896 per ADS

 

GUANGZHOU, China, August 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 three months and the six months ended June 30, 2025 (the “June Quarter” and the “First Half of 2025”, respectively).

 

Financial Highlights for the June Quarter

 

· Revenue increased 23.1% year over year to RMB4,966.1 million (US$693.2 million), above the high end of the Company’s previous guidance range of 18%-21%.

 

· All three of the Company’s operating segments achieved a marked sequential improvement in SSSG(1) during the June quarter, propelling group-level SSSG(1) into positive territory after a mid-single digit contraction last quarter.

 

· MINISO Brand’s SSSG(1) was flat year over year, underpinned by (i) low-single digit growth in mainland China, and (ii) low-single digit decline in overseas market.

 

· TOP TOY Brand’s SSSG(1) advanced at a low-single digit growth rate year over year.

 

· Gross margin was 44.3%, compared to 43.9% in the same period last year.

 

· Operating profit increased 11.3% year over year to RMB836.2 million (US$116.7 million).

 

· Adjusted operating profit(2) increased 8.5% year over year to RMB851.8 million (US$118.9 million), with adjusted operating margin of 17.2%, both ahead of the Company’s guidance.

 

· Profit for the period was RMB489.5 million (US$68.3 million), compared to RMB591.4 million in the same period last year.

 

 3


 

· Adjusted net profit(2) increased 10.6% year over year to RMB691.5 million (US$96.5 million).

 

· Adjusted net margin(2) was 13.9%, compared to 15.5% in the same period last year.

 

· Adjusted EBITDA(2) increased 14.7% year over year to RMB1,149.5 million (US$160.5 million).

 

· Adjusted EBITDA margin(2) was 23.1%, compared to 24.8% in the same period last year.

 

· Adjusted basic and diluted earnings per ADS(2) were both RMB2.24 (US$0.31), increased by 12.0% year over year.

 

Financial Highlights for the First Half of 2025

 

· Revenue increased 21.1% year over year to RMB9,393.1 million (US$1,311.2 million).

 

· Gross profit increased 22.6% year over year to RMB4,156.9 million (US$580.3 million).

 

· Gross margin was 44.3%, compared to 43.7% in the same period last year.

 

· Operating profit increased 3.4% year over year to RMB1,545.9 million (US$215.8 million).

 

· Adjusted operating profit(2) increased 1.7% year over year to RMB1,586.5 million (US$221.5 million), with adjusted operating margin of 16.9%.

 

· Profit for the period was RMB906.0 million (US$126.5 million), compared with RMB1,177.4 million in the same period last year.

 

· Adjusted net profit(2) was RMB1,278.7 million (US$178.5 million), compared with RMB1,241.9 million in the same period last year.

 

· Adjusted net margin(2) was 13.6%, compared to 16.0% in the same period last year.

 

· Adjusted EBITDA(2) increased 11.2% year over year to RMB2,186.8 million (US$305.3 million).

 

· Adjusted EBITDA margin(2) was 23.3%, compared to 25.4% in the same period last year.

 

· Adjusted basic and diluted earnings per ADS(2) was RMB4.16 (US$0.58) and RMB4.12 (US$0.58) respectively, compared with each of RMB3.96 in the same period last year.

 

 4


 

· Cash Position(3) was RMB7,466.1 million (US$1,042.2 million) as of June 30, 2025, compared to RMB6,698.1 million as of December 31, 2024.

 

· Net cash from operating activities was RMB1,014.2 million (US$141.6 million). Capital expenditure was RMB434.8 million (US$60.7 million) and free cash flow was RMB579.4 million (US$80.9 million) for the First Half of 2025.

 

Operational Highlights

 

· Total number of stores on group level was 7,905 as of June 30, 2025, representing a year-over-year increase of 842 net new stores.

 

· Number of MINISO stores was 7,612 as of June 30, 2025, representing a year-over-year increase of 744 net new stores.

 

· Number of MINISO stores in mainland China was 4,305 as of June 30, 2025, representing a year-over-year increase of 190 net new stores.

 

· Number of MINISO stores in overseas markets reached 3,307 as of June 30, 2025, representing a year-over-year increase of 554 net new stores.

 

· Number of TOP TOY stores was 293 as of June 30, 2025, representing a year-over-year increase of 98 net new stores. TOP TOY has also begun to expand into overseas markets since December quarter of 2024. This strategic move aligns with the Company’s plan to expand globally and strengthen its brand presence.

 

Notes:

 

(1) “Same-store GMV” refers to the GMV generated by those 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. “SSSG” refers to the year-over-year growth of same-store GMV.

 

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

 

(3) “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.

 

 5


 

The following table provides a breakdown of the Company’s store network and its changes on a year-over-year basis. 74.5% of new MINISO stores in the past twelve months were located in overseas markets.

 

    As of        
    June 30,
2024
    June 30,
2025
    YoY  
Number of stores on group level     7,063       7,905       842  
Number of MINISO stores     6,868       7,612       744  
Mainland China     4,115       4,305       190  
 – Directly operated stores     29       20       (9 )
 – Stores operated under MINISO Retail Partner model     4,063       4,258       195  
 – Stores operated under distributor model     23       27       4  
Overseas     2,753       3,307       554  
 – Directly operated stores     343       579       236  
 – Stores operated under MINISO Retail Partner model     338       425       87  
 – Stores operated under distributor model     2,072       2,303       231  
Number of TOP TOY stores     195       293       98  
 – Directly operated stores     21       38       17  
 – Stores operated under MINISO Retail Partner model     174       250       76  
 – Stores operated under distributor model           5       5  

 

Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, “We are gratified that MINISO Group accelerated growth in the June Quarter and we delivered a double-digit growth of operating profit which exceeded our expectations. It was encouraging that MINISO mainland China SSSG turned positive for the June Quarter and further accelerated entering the September quarter. The outperformance in MINISO mainland China in such a hyper-competitive domestic physical retail environment further underscores our strong execution and resilience of our business model. We estimate that same-store GMV in MINISO mainland China will achieve positive growth for the whole year of 2025.”

 

“We are thrilled to see improvement in overseas same-store GMV in the June Quarter, especially in our strategic markets Europe and North America. As we look ahead at the second half of 2025, we expect that our investments in directly operated business will unleash the sales potential and optimize our margin profiles. We are optimistic about building on the momentum we have created and well positioned to deliver sustainable and high-quality growth overseas. We are also pleased that TOP TOY recorded another impressive revenue growth of 87.0%, marked by robust performance of pop toy products and stronger store networks. It is worth mentioning that TOP TOY recently has completed strategic financing by Temasek, with post-valuation of about HK$10 billion, demonstrating its market recognition in pop toy industry.” Mr. Ye continued.

 

Mr. Eason Zhang, CFO of MINISO, commented, “We are encouraged by our better-than-expected quarterly performance in top line, growing by 23.1% year over year, accelerated from the last quarter. We now expect revenue growth to accelerate for the remainder of 2025. Gross margin reached 44.3%, increased by 0.4 percentage point year over year. Adjusted EBITDA for the June Quarter grew by 14.7% year over year to RMB1,149.5 million, accelerated from last quarter as well, with an adjusted EBITDA margin of 23.1%.”

 

 6


 

“The board of the Company has approved an interim cash dividend for the First Half of 2025, with a total amount of approximately RMB639.5 million. Return to shareholders including share repurchases and cash dividends paid for the First Half of 2025 reached about RMB1,071 million, as about 84% of adjusted net profit, compared to about 55% in the same period last year. Our capital allocation strategy will also continue to balance fast growth and our commitment to bring stable and foreseeable returns to shareholders.” Mr. Zhang concluded.

 

Recent Developments

 

Interim Dividend Declaration

 

On August 21, 2025, the Company’s board of directors approved the distribution of an interim cash dividend in the amount of US$0.2896 per ADS or US$0.0724 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on September 5, 2025, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for the holders of ordinary shares in Hong Kong will be September 4, 2025; and the ex-dividend date for holders of ADSs will be September 5, 2025. The payment date is expected to be September 16, 2025 for holders of ordinary shares and September 19, 2025 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$89.3 million (RMB639.5 million at an exchange rate of RMB7.1636 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the First Half of 2025 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 interim cash dividend, all valid documents for the transfer of ordinary 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 September 5, 2025 (Beijing/Hong Kong Time).

 

Update on TOP TOY

 

TOP TOY recently has completed a round of strategic financing led by Temasek, a global investment company headquartered in Singapore. The post-transaction valuation of TOP TOY reached around HK$10 billion, demonstrating the market recognition of TOP TOY’s business model, brand equity, and global expansion roadmap on a rapid growth trajectory of its pop toy business.

 

Financial Results for the June Quarter

 

Revenue was RMB4,966.1 million (US$693.2 million), representing an increase of 23.1% year over year.

 

Revenue from MINISO brand increased by 19.5% year over year to RMB4,563.2 million (US$637.0 million), including (i) an increase of 13.6% in revenue from MINISO brand in mainland China, accelerating from last quarter, and (ii) an increase of 28.6% in revenue from MINISO brand in overseas markets. Overseas revenue contributed to 42.6% of revenue from MINISO brand, compared to 39.5% in the same period last year.

 

Revenue from TOP TOY brand increased by 87.0% to RMB402.2 million (US$56.1 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 RMB2,767.2 million (US$386.3 million), representing an increase of 22.3% year over year.

 

 7


 

Gross profit was RMB2,198.9 million (US$307.0 million), representing an increase of 24.0% year over year.

 

Gross margin was 44.3%, representing an increase of 0.4 percentage point year over year. The year-over-year increase in gross margin was primarily due to (i) higher revenue contribution from overseas markets, and (ii) higher gross margin of TOP TOY.

 

Selling and distribution expenses were RMB1,159.8 million (US$161.9 million), representing an increase of 40.4% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB1,154.2 million (US$161.1 million), representing an increase of 42.8% 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 June 30, 2025, total number of directly operated stores on the group level was 637, compared to 393 as of June 30, 2024. In the June Quarter, revenue from directly operated stores increased 78.7%, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased 56.3%, decelerating from the year-over-year increase of 71.4% in last quarter. Promotion and advertising expenses increased 20.4%, as a percentage of revenue stabilizing at around 3% in both comparative periods. Licensing expenses increased 25.9%, as a percentage of revenue ranging from 2% to 3% in both comparative periods. Logistics expenses increased 21.3% year over year.

 

General and administrative expenses were RMB261.5 million (US$36.5 million), representing an increase of 15.1% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB251.4 million (US$35.1 million), representing an increase of 19.1% 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 RMB77.4 million (US$10.8 million), compared to RMB26.9 million in the same period last year. The year-over-year increase was mainly due to (i) an increase in investment income in wealth management products, and (ii) a net foreign exchange gain compared with a net foreign exchange loss in the same period last year.

 

Operating profit was RMB836.2 million (US$116.7 million), representing an increase of 11.3% year over year.

 

Adjusted operating profit(1) was RMB851.8 million (US$118.9 million), representing an increase of 8.5% year over year.

 

Net finance cost was RMB79.4 million (US$11.1 million), compared to net finance income of RMB9.0 million in the same period last year. The year-over-year increase in finance cost was due to (i) increased interest expenses in relation to the equity linked securities issued by the Company in January 2025 (the “Equity Linked Securities”) and the bank loans used for acquisition of the equity interest of Yonghui Superstores Co., Ltd* (永輝超市股份有限公司) (the “Yonghui”), both of which have been excluded in non-IFRS financial measures(1), and (ii) increased interest expenses on lease liabilities corresponding to the Company’s investment in directly operated stores.

 

 8


 

Share of loss of equity-accounted investees, net of tax was RMB136.9 million (US$19.1 million), compared to share of profit of RMB0.2 million in the same period last year. The year-over-year change was mainly attributable to share of loss in Yonghui, which has been excluded in non-IFRS financial measures(1).

 

Other gain was RMB6.7 million (US$0.9 million), mainly attributable to gain from fair value change of derivatives under mark-to-market impact, which was in relation to the Equity Linked Securities and has been excluded in non-IFRS financial measures(1).

 

Profit for the period was RMB489.5 million (US$68.3 million), compared to RMB591.4 million in the same period last year.

 

Adjusted net profit(1) was RMB691.5 million (US$96.5 million), increased by 10.6% year over year.

 

Adjusted net margin(1) was 13.9%, compared to 15.5% in the same period last year.

 

Adjusted EBITDA(1) was RMB1,149.5 million (US$160.5 million), representing an increase of 14.7% year over year.

 

Adjusted EBITDA margin(1) was 23.1%, compared to 24.8% in the same period last year.

 

Basic and diluted earnings per ADS were both RMB1.60 (US$0.22) in the June Quarter, compared with RMB1.88 in the same period last year.

 

Adjusted basic and diluted earnings per ADS(1) were both RMB2.24 (US$0.31) in the June Quarter, representing an increase of 12.0% year over year from RMB2.00 in the same period last year.

 

Financial Results for the First Half of 2025

 

Revenue was RMB9,393.1 million (US$1,311.2 million), representing an increase of 21.1% year over year.

 

Revenue from MINISO brand increased by 18.1% to RMB8,649.0 million (US$1,207.4 million), including (i) an increase of 11.4% in revenue from MINISO brand in mainland China, and (ii) an increase of 29.4% in revenue from MINISO brand in overseas markets. The overseas revenue contributed 40.9% of revenue from MINISO brand, compared to 37.3% in the same period last year.

 

Revenue from TOP TOY brand increased by 73.0% to RMB742.1 million (US$103.6 million), primarily powered by its 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.

 

 9


 

Cost of sales was RMB5,236.2 million (US$730.9 million), representing an increase of 19.8% year over year.

 

Gross profit was RMB4,156.9 million (US$580.3 million), representing an increase of 22.6% year over year.

 

Gross margin reached historical high of 44.3% across previous first half of the years, representing an increase of 0.6 percentage point. The year-over-year increase in gross margin was primarily due to (i) higher revenue contribution from overseas markets, and (ii) higher gross margin of TOP TOY.

 

Other income was RMB5.4 million (US$0.8 million), compared to RMB12.7 million in the same period last year.

 

Selling and distribution expenses were RMB2,181.0 million (US$304.5 million), increased by 43.3% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB2,167.1 million (US$302.5 million), increased by 46.4% year over year.

 

General and administrative expenses were RMB503.7 million (US$70.3 million), increased by 20.3% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB477.0 million (US$66.6 million), increased by 20.6% year over year.

 

Other net income was RMB98.2 million (US$13.7 million), compared to RMB41.7 million in the same period last year. The year-over-year increase was mainly due to (i) an increase in investment income in wealth management products, and (ii) a net foreign exchange gain compared with a net foreign exchange loss in the same period last year.

 

Operating profit was RMB1,545.9 million (US$215.8 million), representing an increase of 3.4% year over year.

 

Adjusted operating profit(1) was RMB1,586.5 million (US$221.5 million), representing an increase of 1.7% year over year.

 

Net finance cost was RMB128.4 million (US$17.9 million), compared to net finance income of RMB34.0 million in the same period last year. The year-over-year increase in finance cost was due to (i) increased interest expenses in relation to the Equity Linked Securities and the bank loans used for acquisition of the equity interest of Yonghui, both of which have been excluded in non-IFRS financial measures(1), and (ii) increased interest expenses on lease liabilities corresponding to the Company’s investment in directly operated stores.

 

Share of loss of equity-accounted investees, net of tax was RMB138.9 million (US$19.4 million), compared with share of profit of RMB0.3 million in the same period last year. The year-over-year change was mainly attributable to share of loss in Yonghui, which has been excluded in non-IFRS financial measures(1).

 

 10


 

Other expenses was RMB84.4 million (US$11.8 million), mainly attributable to loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives, which were in relation to the Equity Linked Securities and have been excluded in non-IFRS financial measures(1).

 

Profit for the period was RMB906.0 million (US$126.5 million), compared to RMB1,177.4 million in the same period last year.

 

Adjusted net profit(1) was RMB1,278.7 million (US$178.5 million), compared to RMB1,241.9 million in the same period last year.

 

Adjusted net margin(1) was 13.6%, compared to 16.0% in the same period last year.

 

Adjusted EBITDA(1) increased 11.2% year over year to RMB2,186.8 million (US$305.3 million).

 

Adjusted EBITDA margin(1) was 23.3%, compared to 25.4% in the same period last year.

 

Basic earnings per ADS was RMB2.96 (US$0.41), compared to RMB3.76 in the same period last year.

 

Diluted earnings per ADS was RMB2.92 (US$0.41), compared to RMB3.76 in the same period last year.

 

Adjusted basic earnings per ADS(1) increased 5.1% year over year to RMB4.16 (US$0.58), compared to RMB3.96 in the same period last year.

 

Adjusted diluted earnings per ADS(1) increased 4.0% year over year to RMB4.12 (US$0.58), compared to RMB3.96 in the same period last year.

 

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 RMB7,466.1 million (US$1,042.2 million) as of June 30, 2025, compared to RMB6,698.1 million as of December 31, 2024.

 

Net cash from operating activities was RMB1,014.2 million (US$141.6 million). Capital expenditure was RMB434.8 million (US$60.7 million) and free cash flow was RMB579.4 million (US$80.9 million) for the First Half of 2025.

 

Note:

 

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

 

 11


 

Conference Call

 

The Company’s management will hold an earnings conference call at 5:00 A.M. Eastern Time on Thursday, August 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/91975768223?pwd=9ExRKhgHx8Q8QQyhZBwhNzPa1p3rea.1 

Meeting Number: 919 7576 8223 

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/.

 

 12


 

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 June 30, 2025, which was RMB7.1636 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 operating profit, adjusted operating margin, 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 operating profit as operating profit for the period excluding equity-settled share-based payment expenses. MINISO calculates adjusted operating margin by dividing adjusted operating profit by revenue for the same period. MINISO defines adjusted net profit as profit for the period excluding equity-settled share-based payment expenses, gain or loss from fair value change of derivatives, issuance cost of derivatives and interest expenses related to Equity Linked Securities, interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, and share of profit or loss of Yonghui, net of tax. 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 excluding interest expenses related to Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui 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.

 

 13


 

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.

 

 14


 

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

 

 15


 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands)

 

    As at
December 31, 2024
(Audited)
    As at
June 30, 2025
(Unaudited)
 
    RMB’000     RMB’000       US$’000  
ASSETS                        
Non-current assets                        
Property, plant and equipment     1,436,939       1,702,062       237,599  
Right-of-use assets     4,172,083       4,635,139       647,040  
Intangible assets     8,802       7,545       1,053  
Goodwill     21,418       46,030       6,426  
Deferred tax assets     181,948       217,963       30,426  
Other investments     123,399       122,570       17,110  
Trade and other receivables     341,288       212,750       29,699  
Term deposits     140,183              
Financial derivative assets           799,751       111,641  
Interests in equity-accounted investees     38,567       6,171,304       861,481  
                         
      6,464,627       13,915,114       1,942,475  
                         
Current assets                        
Other investments     100,000              
Inventories     2,750,389       2,836,348       395,939  
Trade and other receivables     2,207,013       2,430,263       339,252  
Cash and cash equivalents     6,328,121       7,115,183       993,241  
Restricted cash     1,026       5,527       772  
Term deposits     268,952       345,353       48,209  
                         
      11,655,501       12,732,674       1,777,413  
                         
Total assets     18,120,128       26,647,788       3,719,888  

 

 16


 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)

(Expressed in thousands)

 

    As at
December 31, 2024
(Audited)
    As at
June 30, 2025
(Unaudited)
 
    RMB’000     RMB’000     US$’000  
EQUITY                        
Share capital     94       94       13  
Additional paid-in capital     4,683,577       3,956,803       552,348  
Other reserves     1,329,126       1,687,003       235,497  
Retained earnings     4,302,177       5,208,207       727,038  
                         
Equity attributable to equity shareholders of  the Company     10,314,974       10,852,107       1,514,896  
Non-controlling interests     40,548       46,812       6,535  
                         
Total equity     10,355,522       10,898,919       1,521,431  
                         
LIABILITIES                        
Non-current liabilities                        
Contract liabilities     35,145       27,758       3,875  
Loans and borrowings     4,310       5,589,413       780,252  
Other payables     59,842       73,586       10,272  
Lease liabilities     1,903,137       2,177,289       303,938  
Financial derivative liabilities           1,230,927       171,831  
Deferred income     34,983       34,501       4,816  
                         
      2,037,417       9,133,474       1,274,984  

 

 17


 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)

(Expressed in thousands)

 

    As at
December 31, 2024
(Audited)
    As at
June 30, 2025
(Unaudited)
 
    RMB’000     RMB’000       US$’000  
Current liabilities                        
Contract liabilities     323,292       290,706       40,581  
Loans and borrowings     566,955       1,707,170       238,312  
Trade and other payables     3,943,988       3,561,523       497,168  
Lease liabilities     635,357       883,423       123,321  
Deferred income     5,376       2,024       283  
Current taxation     252,221       170,549       23,808  
                         
      5,727,189       6,615,395       923,473  
                         
Total liabilities     7,764,606       15,748,869       2,198,457  
                         
Total equity and liabilities     18,120,128       26,647,788       3,719,888  

 

 18


 

 

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 June 30,     Six months ended June 30,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Revenue     4,035,212       4,966,068       693,236       7,758,743       9,393,112       1,311,228  
Cost of sales     (2,261,884 )     (2,767,187 )     (386,284 )     (4,368,957 )     (5,236,194 )     (730,944 )
                                                 
Gross profit     1,773,328       2,198,881       306,952       3,389,786       4,156,918       580,284  
Other income     9,053       2,350       328       12,698       5,370       750  
Selling and distribution expenses     (826,061 )     (1,159,836 )     (161,907 )     (1,522,088 )     (2,181,022 )     (304,459 )
General and administrative expenses     (227,232 )     (261,512 )     (36,506 )     (418,573 )     (503,656 )     (70,308 )
Other net income     26,867       77,404       10,805       41,696       98,239       13,714  
Credit loss on trade and other receivables     (2,939 )     (4,675 )     (653 )     (3,606 )     (13,450 )     (1,878 )
Impairment loss on non-current assets     (1,492 )     (16,450 )     (2,296 )     (5,104 )     (16,450 )     (2,296 )
                                                 
Operating profit     751,524       836,162       116,723       1,494,809       1,545,949       215,807  
Finance income     33,716       28,921       4,037       74,606       65,836       9,190  
Finance costs     (24,686 )     (108,291 )     (15,117 )     (40,595 )     (194,236 )     (27,114 )
                                                 
Net finance income/(cost)     9,030       (79,370 )     (11,080 )     34,011       (128,400 )     (17,924 )
Share of profit/(loss) of equity-accounted investees, net of tax     181       (136,941 )     (19,116 )     301       (138,946 )     (19,396 )
Other gain/(expenses)           6,659       930             (84,412 )     (11,783 )
                                                 
Profit before taxation     760,735       626,510       87,457       1,529,121       1,194,191       166,704  
Income tax expense     (169,310 )     (136,979 )     (19,122 )     (351,742 )     (288,201 )     (40,231 )
                                                 
Profit for the period     591,425       489,531       68,335       1,177,379       905,990       126,473  
                                                 
Attributable to:                                                
Equity shareholders of the Company     587,630       489,688       68,357       1,170,102       906,030       126,479  
Non-controlling interests     3,795       (157 )     (22 )     7,277       (40 )     (6 )
                                                 
Earnings per share for ordinary shares                                                
– Basic     0.47       0.40       0.06       0.94       0.74       0.10  
– Diluted     0.47       0.40       0.06       0.94       0.73       0.10  
                                                 
Earnings per ADS (Each ADS represents 4 ordinary shares)                                                
– Basic     1.88       1.60       0.22       3.76       2.96       0.41  
– Diluted     1.88       1.60       0.22       3.76       2.92       0.41  

 

 19


 

MINISO GROUP HOLDING LIMITED 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS 

AND OTHER COMPREHENSIVE INCOME (CONTINUED) 

(Expressed in thousands)

 

    Three months ended June 30,     Six months ended June 30,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Profit for the period     591,425       489,531       68,335       1,177,379       905,990       126,473  
                                                 
Items that may be reclassified subsequently to profit or loss:                                                
Exchange differences on translation of financial statements of foreign operations     2,990       12,966       1,810       6,845       11,675       1,630  
                                                 
Other comprehensive income for the period     2,990       12,966       1,810       6,845       11,675       1,630  
                                                 
Total comprehensive income for the period     594,415       502,497       70,145       1,184,224       917,665       128,103  
                                                 
Attributable to:                                                
Equity shareholders of the Company     591,877       501,095       69,949       1,178,043       917,401       128,066  
Non-controlling interests     2,538       1,402       196       6,181       264       37  

 

 20


 

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 June 30,     Six months ended June 30,  
    2024     2025     2024     2025  
    (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     591,425       489,531       68,335       1,177,379       905,990       126,473  
                                                 
Add back:                                                
Equity-settled share-based payment expenses     33,570       15,656       2,185       64,507       40,586       5,666  
(Gain) /loss from fair value change of derivatives(1)           (6,659 )     (930 )           39,748       5,549  
Issuance cost of derivatives(2)                             44,664       6,235  
Interest expenses related to Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui           73,606       10,275             128,351       17,917  
–Interest expenses related to the Equity Linked Securities(3)           49,358       6,890             89,885       12,547  
– Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui           24,248       3,385             38,466       5,370  
Share of loss of Yonghui, net of tax           119,335       16,659             119,335       16,659  
                                                 
Adjusted net profit     624,995       691,469       96,524       1,241,886       1,278,674       178,499  
                                                 
Adjusted net margin     15.5 %     13.9 %     13.9 %     16.0 %     13.6 %     13.6 %
                                                 
Attributable to:                                                
Equity shareholders of the Company     621,021       691,630       96,546       1,234,430       1,278,629       178,493  
Non-controlling interests     3,974       (161 )     (22 )     7,456       45       6  
                                                 
Adjusted net earnings per share(4)                                                
– Basic     0.50       0.56       0.08       0.99       1.04       0.15  
– Diluted     0.50       0.56       0.08       0.99       1.03       0.14  
                                                 
Adjusted net earnings per ADS (Each ADS represents 4 ordinary shares)                                                
– Basic     2.00       2.24       0.31       3.96       4.16       0.58  
– Diluted     2.00       2.24       0.31       3.96       4.12       0.58  

 

 21


 

MINISO GROUP HOLDING LIMITED 

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED) 

(Expressed in thousands, except for percentages)

 

    Three months ended June 30,     Six months ended June 30,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Reconciliation of adjusted net profit for the period to adjusted EBITDA:                                                
Adjusted net profit     624,995       691,469       96,524       1,241,886       1,278,674       178,499  
                                                 
Add back:                                                
Depreciation and amortization     183,029       286,344       39,972       333,131       554,016       77,338  
Finance costs excluding interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui     24,686       34,685       4,842       40,595       65,885       9,197  
Income tax expense     169,310       136,979       19,122       351,742       288,201       40,231  
                                                 
Adjusted EBITDA     1,002,020       1,149,477       160,460       1,967,354       2,186,776       305,265  
                                                 
Adjusted EBITDA margin     24.8 %     23.1 %     23.1 %     25.4 %     23.3 %     23.3 %

 

Notes:

 

(1) The gain or loss from fair value change of derivatives was a non-cash gain or expense that was related to the fair value of the Equity Linked Securities and call spread. It was determined solely by movements in the underlying share price.

 

(2) The issuance cost of derivatives was a one-off expense that was related to the Equity Linked Securities.

 

(3) For the three months ended June 30, 2025, the RMB49,358,000 interest expenses related to the Equity Linked Securities included RMB44,413,000 non-cash portion and RMB4,945,000 cash expense.

 

For the six months ended June 30, 2025, the RMB89,885,000 interest expenses related to the Equity Linked Securities included RMB80,815,000 non-cash portion and RMB9,070,000 cash expense.

 

(4) 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.

 

 22


 

MINISO GROUP HOLDING LIMITED 

UNAUDITED ADDITIONAL INFORMATION 

(Expressed in thousands, except for percentages)

 

    Three months ended June 30,           Six months ended June 30,        
    2024     2025           2024     2025        
    RMB’000     RMB’000     US$’000     YoY     RMB’000     RMB’000     US$’000     YoY  
Revenue                                                                
MINISO Brand     3,818,008       4,563,226       637,001       19.5 %     7,324,665       8,649,004       1,207,355       18.1 %
– Mainland China     2,308,008       2,621,212       365,906       13.6 %     4,592,799       5,114,987       714,025       11.4 %
– Overseas     1,510,000       1,942,014       271,095       28.6 %     2,731,866       3,534,017       493,330       29.4 %
TOP TOY Brand     215,100       402,208       56,146       87.0 %     428,920       742,058       103,587       73.0 %
Others(1)     2,104       634       89       (69.9 )%     5,158       2,050       286       (60.3 )%
                                                                 
      4,035,212       4,966,068       693,236       23.1 %     7,758,743       9,393,112       1,311,228       21.1 %

 

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.

 

 23


 

MINISO GROUP HOLDING LIMITED 

UNAUDITED ADDITIONAL INFORMATION 

NUMBER OF MINISO STORES IN MAINLAND CHINA

 

    As of        
    June 30,
2024
    June 30,
2025
    YoY  
By City Tiers                        
First-tier cities     541       572       31  
Second-tier cities     1,705       1,774       69  
Third – or lower-tier cities     1,869       1,959       90  
                         
Total     4,115       4,305       190  

 

 24


 

MINISO GROUP HOLDING LIMITED 

UNAUDITED ADDITIONAL INFORMATION 

NUMBER OF MINISO STORES IN OVERSEAS MARKETS

 

    As of        
    June 30,
2024
    June 30,
2025
    YoY  
By Regions                        
Asia excluding China     1,484       1,695       211  
North America     234       394       160  
Latin America     584       661       77  
Europe     244       319       75  
Others     207       238       31  
                         
Total     2,753       3,307       554  

 

* For identification purpose only

 

 25

 

EX-99.3 4 tm2524105d1_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)

 

INTERIM RESULTS ANNOUNCEMENT 

FOR THE SIX MONTHS ENDED JUNE 30, 2025

 

The board (the “Board”) of directors (the “Directors”) of MINISO Group Holding Limited (the “Company”) is pleased to announce the interim consolidated results of the Company and its subsidiaries (the “Group”) for the six months ended June 30, 2025 (the “Reporting Period”), together with the comparative figures for the corresponding period in 2024. These interim 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     Year-over-  
    June 30,     Year (“YoY”)  
    2024     2025     Change (%)  
                   
    (Renminbi (“RMB”) in thousands,
except percentages and per share data)
 
Revenue     7,758,743       9,393,112       21.1 %
Gross profit     3,389,786       4,156,918       22.6 %
Operating profit     1,494,809       1,545,949       3.4 %
Profit before taxation     1,529,121       1,194,191       (21.9 )%
Profit for the period     1,177,379       905,990       (23.1 )%
Profit for the period attributable to:                        
– Equity shareholders of the Company     1,170,102       906,030       (22.6 )%
– Non-controlling interests     7,277       (40 )     (100.5 )%
Earnings per ordinary share (the “Share(s)”):                        
–Basic (RMB)     0.94       0.74       (21.3 )%
–Diluted (RMB)     0.94       0.73       (22.3 )%
Adjusted net profit (a non-IFRS measure)     1,241,886       1,278,674       3.0 %
Adjusted net earnings per Share  (a non-IFRS measure)                        
–Basic (RMB)     0.99       1.04       5.1 %
–Diluted (RMB)     0.99       1.03       4.0 %
Adjusted EBITDA (a non-IFRS measure)     1,967,354       2,186,776       11.2 %

 

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, gain or loss from fair value change of derivatives, issuance cost of derivatives and interest expenses related to the Equity Linked Securities (as defined below) and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui Superstores Co., Ltd (永輝超市股份有限公司) (“Yonghui”), and share of loss of Yonghui, net of tax. MINISO defines adjusted EBITDA as adjusted net profit plus depreciation and amortization, finance costs excluding interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui 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 computes adjusted basic and diluted net earnings per Share in the same way as it calculates adjusted basic and diluted net earnings per ADS (as defined below), except that it uses the number of 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 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 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.

 

2


 

The following table reconciles our adjusted net profit and adjusted EBITDA, both non-IFRS measures, for the six months ended June 30, 2024 and 2025 to the most directly comparable financial measure calculated and presented in accordance with IFRS, which is profit for the period.

 

    For the six months ended
June 30,
 
    2024     2025  
             
    (RMB in thousands)  
Profit for the period   1,177,379     905,990  
Add back:            
Equity-settled share-based payment expenses   64,507     40,586  
Loss from fair value change of derivatives(1)       39,748  
Issuance cost of derivatives(2)       44,664  
Interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui       128,351  
 –Interest expenses related to the Equity Linked Securities(3)       89,885  
 – Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui       38,466  
Share of loss of Yonghui, net of tax       119,335  
             
Adjusted net profit (a non-IFRS measure)   1,241,886     1,278,674  
             
Add back:            
Depreciation and amortization   333,131     554,016  
Finance costs excluding interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui   40,595     65,885  
Income tax expense   351,742     288,201  
             
Adjusted EBITDA (a non-IFRS measure)   1,967,354     2,186,776  

 

Notes:

 

(1) The RMB39,748,000 loss from fair value change of derivatives was a non-cash expense that was related to the fair value of the Equity Linked Securities and call spread. It was determined solely by movements in the underlying share price.

 

(2) The RMB44,664,000 issuance cost of derivatives was a one-off expense that was related to the Equity Linked Securities.

 

(3) The RMB89,885,000 interest expenses related to the Equity Linked Securities included RMB80,815,000 non-cash portion and RMB9,070,000 cash expense.

 

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

 

During the six months ended June 30, 2025, the total number of MINISO stores in mainland China and overseas markets increased from 7,504 as of December 31, 2024 to 7,612 as of June 30, 2025. The number of TOP TOY stores increased from 276 as of December 31, 2024 to 293 as of June 30, 2025. For the six months ended June 30, 2025, the aggregate GMV of the Group reached approximately RMB16.7 billion.

 

Brands and Products

 

For the six months ended June 30, 2025, we launched an average of around 1,800 SKUs in “MINISO” channels per month, and we offered consumers a wide selection of 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 more than 11,000 SKUs as of June 30, 2025 across major pop toy categories such as model figures, 3D building blocks, vinyl plush toys, and other pop toys.

 

Store Network

 

As of June 30, 2025, we served consumers primarily through a network of over 7,600 MINISO stores, including over 4,300 MINISO stores in mainland China and over 3,300 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 June 30,  
    2024     2025  
Number of MINISO stores            
             
Mainland China   4,115     4,305  
 Directly operated stores   29     20  
 Stores operated under MINISO Retail Partner model   4,063     4,258  
 Stores operated under distributor model   23     27  
             
Overseas   2,753     3,307  
 Directly operated stores   343     579  
 Stores operated under MINISO Retail Partner model   338     425  
 Stores operated under distributor model   2,072     2,303  
             
Total   6,868     7,612  

 

4


 

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 June 30, 2025, we had a total of 293 TOP TOY stores, 283 of which are located in mainland China. The following table shows the number of TOP TOY stores worldwide as of the dates presented:

 

    As of June 30,  
    2024     2025  
Number of TOP TOY stores            
Directly operated stores   21     38  
Stores operated under MINISO Retail Partner model   174     250  
Stores operated under distributor model       5  
             
Total   195     293  

 

Store operations in mainland China

 

As of June 30, 2025, apart from 20 directly operated MINISO stores, 27 distributor MINISO stores and 33 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 periods indicated:

 

    For the six months ended
June 30,
 
    2024     2025  
Directly operated stores            
 Number of stores at the beginning of the period   26     25  
 Net increase/(decrease) in number of stores during the period   3     (5 )
 Number of stores at the end of the period   29     20  
             
Stores operated under MINISO Retail Partner model            
 Number of stores at the beginning of the period   3,878     4,335  
 Net increase/(decrease) in number of stores during the period   185     (77 )
 Number of stores at the end of the period   4,063     4,258  
             
Stores operated under distributor model            
 Number of stores at the beginning of the period   22     26  
 Net increase in number of stores during the period   1     1  
 Number of stores at the end of the period   23     27  

 

5


 

The following table shows the aggregate numbers of MINISO stores in mainland China by city-tiers as of the dates presented:

 

    As of June 30,  
    2024     2025  
Number of MINISO stores in mainland China            
First-tier cities   541     572  
Second-tier cities   1,705     1,774  
Third- or lower-tier cities   1,869     1,959  
             
Total   4,115     4,305  

 

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. As of June 30, 2025, there were 1,079 MINISO Retail Partners that invested in MINISO stores in mainland China, and 677 of them had invested for over three years.

 

The following table shows the number of our MINISO Retail Partners that invested in MINISO stores in mainland China for the period indicated:

 

    For the six months ended
June 30,
 
    2024     2025  
Number of MINISO Retail Partners at the beginning of the period(1)   1,049     1,071  
Net (decrease)/increase in number of MINISO Retail Partners during the period   (4 )   8  
Number of MINISO Retail Partners at the end of the period   1,045     1,079  

 

Note:

 

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

 

We had 1 distributor for the MINISO brand in Tibet, China during the six months ended June 30, 2025. As of the date of this announcement, there has been no conversion of our franchisees in mainland China from a MINISO Retail Partner to a distributor, or vice versa.

 

The majority of our TOP TOY stores in mainland China are operated under the MINISO Retail Partner model as well. As of June 30, 2024 and 2025, we had 47 and 70 Retail Partners operating TOP TOY stores, respectively. Some Retail Partners in mainland China may invest in both MINISO and TOP TOY stores.

 

6


 

Store operations in overseas markets

 

We have adopted flexible store operation models, including direct operation, MINISO Retail Partner model and the distributor model, as we expand our global networks, 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 June 30, 2025, in overseas markets, there were 579 stores directly operated by us, and 425 and 2,303 stores operated under the MINISO Retail Partner model and distributor model, respectively.

 

The following table shows the aggregate number of MINISO stores in overseas markets for the periods indicated:

 

    For the six months ended
June 30,
 
    2024     2025  
Directly operated stores            
 Number of stores at the beginning of the period   238     503  
 Net increase in number of stores during the period   105     76  
 Number of stores at the end of the period   343     579  
Stores operated under MINISO Retail Partner model            
 Number of stores at the beginning of the period   283     404  
 Net increase in number of stores during the period   55     21  
 Number of stores at the end of the period   338     425  
Stores operated under distributor model            
 Number of stores at the beginning of the period   1,966     2,211  
 Net increase in number of stores during the period   106     92  
 Number of stores at the end of the period   2,072     2,303  

 

The following table shows the number of the distribution of MINISO stores in overseas markets by region as of the dates presented:

 

    As of June 30,  
    2024     2025  
Number of MINISO stores in overseas markets            
Asia excluding China   1,484     1,695  
North America   234     394  
Latin America   584     661  
Europe   244     319  
Others   207     238  
             
Total   2,753     3,307  

 

7


 

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

 

    For the six months ended
June 30,
 
    2024     2025  
Number of distributors at the beginning of the period(1)   230     252  
Net (decrease)/increase in number of distributors during the period(2)   (1 )   17  
Number of distributors at the end of the period(1)   229     269  

 

Notes:

 

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

 

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

 

As of June 30, 2024 and 2025, we had 101 and 117 MINISO Retail Partners in overseas markets, respectively. The increase in the number of MINISO Retail Partners for the six months ended June 30, 2025 was primarily due to increase in the number of MINISO Retail Partners in Indonesia and Vietnam.

 

Other Key Operating Data

 

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

 

    For the six months ended
June 30,
 
    2024     2025  
MINISO stores in mainland China            
MINISO stores’ GMV(1) (RMB in millions)   7,097     7,800  
Total number of transactions (in millions)   184.3     198.9  
Total sales volume of SKUs (in millions)   486.4     527.4  
Average spending per transaction (RMB)   38.5     39.2  
Average selling price (RMB)   14.6     14.8  
             
Same-store(2) GMV Growth (%)   Down low-single digit     Down low-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.

 

8


 

    For the six months ended
June 30,
 
    2024     2025  
MINISO stores in overseas markets            
MINISO stores’ GMV (RMB in millions)   6,401     7,330  
 Asia excluding China   2,353     2,567  
North America   844     1,414  
Latin America   2,383     2,257  
Europe   527     744  
Others   294     348  
             
Same-store(1) GMV Growth (%)   Up mid-teens     Down mid-single digit  
Asia excluding China   Up mid-teens     Down mid-single digit  
North America   Up low-teens     Down mid-single digit  
Latin America   20%~25%     Down high-single digit  
Europe   Up low-teens     Down low-single digit  
Others   Down low-single digit     Up high-single digit  

 

Note:

 

(1) Includes stores that (i) were opened prior to the beginning of the comparative periods, (ii) were remained open as of the end of the comparative periods, and (iii) were closed for less than 30 days during both comparative periods. The impact of foreign exchange is excluded by adopting a constant currency exchange rate in both comparative periods.

 

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

 

    For the six months ended
June 30,
 
    2024     2025  
             
    (RMB in millions)  
MINISO brand worldwide            
Total GMV through online channels(1)   395     558  

 

Note:

 

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

 

9


 

Our TOP TOY brand started operating in December 2020 in mainland China. For the six months ended June 30, 2025, our TOP TOY brand achieved a total GMV of RMB1,048.0 million through multi-channels: (1) RMB794.9 million from TOP TOY stores in mainland China; (2) RMB126.6 million through online channels; (3) RMB126.5 million of GMV from other channels.

 

The following table sets forth certain of our key operating data of TOP TOY stores in mainland China:

 

    For the six months ended
June 30,
 
    2024     2025  
TOP TOY stores in mainland China            
TOP TOY stores’ GMV (RMB in millions)   521     795  
Total number of transactions (in millions)   4.7     7.2  
Total sales volume of SKUs (in millions)   8.9     14.2  
Average spending per transaction (RMB)   111.2     109.8  
Average selling price (RMB)   58.8     56.1  
             
Same-store(1) GMV Growth (%)   Up mid-teens     Down low-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

 

Update on TOP TOY

 

TOP TOY recently has completed a round of strategic financing led by Temasek, a global investment company headquartered in Singapore. The post-transaction valuation of TOP TOY reached approximately HK$10 billion, demonstrating the market recognition of TOP TOY’s business model, brand equity, and global expansion roadmap on a rapid growth trajectory of its pop toy business.

 

Business Outlook

 

Confronting the ever-evolving macroeconomic and geopolitical environment, the Group demonstrates its significant risk resilience and agility through years of accumulated overseas expansion experience, diversified global footprint and global operational capabilities. Looking into the second half of 2025, we will continue to uphold our core philosophy for delivering long-term value by solid execution of our strategy: focusing on affordability, globalization and product innovation.

 

10


 

 

For our MINISO brand in mainland China, we will remain focused on achieving high quality growth by expanding and upgrading our store network to promote a relaxing, immersive and engaging shopping experience full of delightful surprises with treasure-hunting elements to our customers, unlocking the sales potential via different innovative themed store at the same time. We will also continue to innovate, introducing new product offerings with aesthetically pleasant designs, high product quality and high affordability, optimizing product-market fit, thereby fully leveraging on our multi-sales channels to create synergy with our diversified product offerings.

 

For our MINISO brand in the overseas markets, we will firmly pursue globalization strategy by expanding our overseas store footprint, adopting diversified yet localized tactics adaptive to different overseas markets, and further strengthening our cooperation with overseas business partners to capture every local market trend globally. Meanwhile, through execution of IP cooperation and the strategic roll-out of stellar products in different markets, we will continue to enhance MINISO brand awareness through product differentiation and adaptation as well as the refinement of store model. As our globalization process progresses, we will further facilitate our robust development in overseas markets through enhancing the efficiency of localized operations in each and every geographical region.

 

For our TOP TOY, we were pleased to see that it has embarked on globalization since the December quarter in 2024. Moving forward, we will continue to optimize TOP TOY’s product offerings and enhance operational efficiency to increase its market share and strengthen its brand image.

 

11


 

MANAGEMENT DISCUSSION AND ANALYSIS

 

    For the six months ended
June 30,
 
    2024     2025  
             
    (RMB in thousands)  
Revenue     7,758,743       9,393,112  
Cost of sales     (4,368,957 )     (5,236,194 )
                 
Gross profit     3,389,786       4,156,918  
Other income     12,698       5,370  
Selling and distribution expenses     (1,522,088 )     (2,181,022 )
General and administrative expenses     (418,573 )     (503,656 )
Other net income     41,696       98,239  
Credit loss on trade and other receivables     (3,606 )     (13,450 )
Impairment loss on non-current assets     (5,104 )     (16,450 )
                 
Operating profit     1,494,809       1,545,949  
Finance income     74,606       65,836  
Finance costs     (40,595 )     (194,236 )
                 
Net finance income/(costs)     34,011       (128,400 )
                 
Share of profit/(loss) of equity-accounted investees, net of tax     301       (138,946 )
Other expenses           (84,412 )
                 
Profit before taxation     1,529,121       1,194,191  
Income tax expense     (351,742 )     (288,201 )
                 
Profit for the period     1,177,379       905,990  
                 
Profit for the period attributable to:                
– Equity shareholders of the Company     1,170,102       906,030  
– Non-controlling interests     7,277       (40 )

 

12


 

Revenues

 

Our total revenue was RMB9,393.1 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB7,758.7 million), representing an increase of 21.1% year over year, which was driven by the following factors: (i) an increase of 11.4% in revenue from MINISO brand in mainland China, (ii) an increase of 29.4% in revenue from MINISO brand in overseas markets, and (iii) an increase of 73% in revenue from TOP TOY brand.

 

Cost of Sales

 

Our cost of sales was RMB5,236.2 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB4,369.0 million), representing an increase of 19.8% year over year.

 

Gross Profit and Gross Margin

 

Our gross profit was RMB4,156.9 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB3,389.8 million), and gross margin was 44.3% for the six months ended June 30, 2025 (for the six months ended June 30, 2024: 43.7%), representing an increase of 0.6 percentage point. The increase in gross margin was mainly attributable to (i) higher revenue contribution from overseas markets, and (ii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.

 

Selling and Distribution Expenses

 

Our selling and distribution expenses were RMB2,181.0 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB1,522.1 million), increased by 43.3% year over year. Excluding equity-based compensation expenses, our selling and distribution expenses were RMB2,167.1 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB1,480.6 million). The year-over-year increase was mainly attributable to our investments into directly operated stores to pursue the future success of our business, especially in strategic overseas markets such as the U.S. market. As of June 30, 2025, total number of directly operated stores on the group level was 637, compared to 393 as of June 30, 2024. For the six months ended June 30, 2025, the revenue from directly operated stores increased 81.7%, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased 63.4%. Licensing expenses increased 31.5%, as a percentage of revenue ranging from 2% to 3% in both comparative periods. Promotion and advertising expenses increased 6.2%, as a percentage of revenue stabilizing at around 3% in both comparative periods. Logistics expenses increased 25.5% year over year.

 

General and Administrative Expenses

 

Our general and administrative expenses were RMB503.7 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB418.6 million), increased by 20.3% year over year. Excluding equity-settled share-based payment expenses, our general and administrative expenses were RMB477.0 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB395.6 million), increased by 20.6% year over year. The year-over-year increase was primarily due to the increase of personnel-related expenses in relation to the development of our business.

 

13


 

Other Net Income

 

Our other net income was RMB98.2 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB41.7 million). The year-over-year increase was mainly due to an increase in investment income in wealth management products, and a net foreign exchange gain compared with a net foreign exchange loss in the same period last year.

 

Operating Profit

 

As a result of the foregoing, we recorded operating profit of RMB1,545.9 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB1,494.8 million), increased by 3.4% year over year.

 

Net Finance Income/(Costs)

 

Our net finance costs was RMB128.4 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: net finance income RMB34.0 million). The year-over-year increase in net finance costs was due to (i) increased interest expenses in relation to the Equity Linked Securities and the bank loans used for acquisition of the equity interest of Yonghui, both of which have been excluded in non-IFRS financial measures, and (ii) increased interest expenses on lease liabilities corresponding to our investment in directly operated stores.

 

Income Tax Expense

 

We recorded income tax expense of RMB288.2 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB351.7 million).

 

Share of Profit/(Loss) of Equity-Accounted Investees, Net of Tax

 

Our share of loss of equity-accounted investees, net of tax was 138.9 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: share of profit of RMB0.3 million). The year-over-year change was mainly attributable to share of loss in Yonghui, which has been excluded in non-IFRS financial measures.

 

Other Expenses

 

Our other expenses were RMB84.4 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil), mainly attributable to loss from a fair value change of derivatives under mark-to-market impact, which is in relation to the Equity Linked Securities and has been excluded in non-IFRS financial measures.

 

Profit for the Period

 

As a result of the foregoing, we recorded a profit of RMB906.0 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB1,177.4 million).

 

14


 

Adjusted Net Profit (a non-IFRS measure)

 

We recorded an adjusted net profit of RMB1,278.7 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB1,241.9 million), which represents profit for the period excluding equity-settled share-based payment expenses, loss from fair value change of derivatives, issuance cost of derivatives and interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, and share of loss of Yonghui, net of tax.

 

Adjusted EBITDA (a non-IFRS measure)

 

We recorded an adjusted EBITDA of RMB2,186.8 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB1,967.4 million), which represents adjusted net profit plus depreciation and amortization, finance costs excluding interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui and income tax expense.

 

Net Cash from Operating Activities and Free Cash Flow

 

Our net cash from operating activities was RMB1,014.2 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB1,293.8 million). Our capital expenditure was RMB434.8 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB302.8 million), and free cash flow was RMB579.4 million for the six months ended June 30, 2025 (for the six months ended June 30, 2024: RMB991.0 million).

 

Current Ratio

 

Our current ratio decreased from 2.4 as of June 30, 2024 to 1.9 as of June 30, 2025, primarily due to increase in short-term loans and borrowings, lease liabilities relating to directly operated stores, and trade payables related to our inventories.

 

15


 

OTHER INFORMATION ABOUT OUR FINANCIAL PERFORMANCE

 

Liquidity and Source of Funding

 

During the six months ended June 30, 2025, we funded our cash requirements principally through cash generated from our operations. As of June 30, 2025, our cash, cash equivalents, restricted cash, term deposits, and other investments recorded in current assets were RMB7,466.1 million (as of December 31, 2024: RMB6,698.1 million).

 

Issue of the Equity Linked Securities and Entry into the Call Spread

 

In January 2025, we 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 us, which were 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 Equity Linked Securities have been approved by the Singapore Exchange Securities Trading Limited (the “SGX-ST”) to be listed and quoted on the Official List of the SGX-ST. The initial exercise price of the Equity Linked Securities was US$8.2822 per Share, subject to adjustment upon the occurrence of certain customary prescribed corporate actions. As a result of the distribution of the final cash dividend for the fiscal year ended December 31, 2024 (the “2024 Final Dividend”), the Equity Linked Securities exercise price was adjusted from US$8.2822 per Share, to US$8.1516 per Share, with effect from April 9, 2025, being the date immediately after the record date of the 2024 Final Dividend.

 

Further, we and UBS AG, London Branch and The Hongkong and Shanghai Banking Corporation Limited (the “Call Spread Counterparties”) entered into a call spread (the “Call Spread”), which is separate from, but is part and parcel of, the Equity Linked Securities, and comprise:

 

(a) Lower Strike Call: a call option transaction granted by the Call Spread Counterparties to the Company, exercisable at the discretion of the Company, entitling the Company to (a) the difference, settled in cash, between the exercise price of the lower strike call, which is equivalent to the exercise price of the Securities, and the volume weighted average price per Share over a specified period of trading days, converted to U.S. dollars at the prevailing exchange rate, and multiplied by (b) the number of Shares underlying the lower strike call being exercised; and

 

(b) Upper Strike Warrant: a call option transaction with an expected exercise price (the “Upper Strike 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 was 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 did not exceed and was issued under the general mandate granted by the Shareholders to the Directors on June 20, 2024 to allot and issue new Shares. Following the distribution of the 2024 Final Dividend, the Upper Strike Exercise Price was adjusted to HK$100.5 per Share, and the maximum number of the Upper Strike Shares was adjusted to 67,471,717 Shares. We 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.

 

16


 

The Call Spread was structured such that the timing, size and economics of the exercises under the Call Spread was able to match the exercises under the Equity Linked Securities. This overall structure will enable us to raise funds in a form similar to convertible debt securities, whilst deferring potential dilution to a higher effective exercise price.

 

We 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. We planned 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 ADSs (American Depositary Shares (the “ADS(s)”)(each representing four Shares)) from time to time pursuant to its share repurchase programs.

 

For further details, please refer to the announcements of us dated January 7, 2025, January 14, 2025 and April 24, 2025 in relation to the issue of the Equity Linked Securities and entry into the Call Spread by our Company.

 

Material Acquisitions and Disposals

 

Very Substantial Acquisition of Shares in Yonghui Superstores Co., Ltd

 

On September 23, 2024, our Company through our 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 (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 only) (the “Yonghui Acquisition”). Yonghui, 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 775 outlets spanning across about 29 provinces and municipalities across the mainland China as of December 31, 2024.

 

The Yonghui Acquisition was approved by our shareholders at the extraordinary general meeting of us held on January 17, 2025, and has already been completed in the first quarter of 2025.

 

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Rules Governing the listing of Securities on the Hong Kong Stock Exchange (the “Listing Rules”)) in respect of the Yonghui Acquisition exceeds 100% on an aggregated basis pursuant to Rule 14.22 of the Listing Rules, the Yonghui Acquisition constitutes a very substantial acquisition under Chapter 14 of the Listing Rules. For details, please refer to our announcement dated September 23, 2024 and our circular dated November 22, 2024.

 

Save as disclosed above, we did not have any other material acquisitions or disposals of subsidiaries, consolidated affiliated entities or associated companies during the six months ended June 30, 2025.

 

17


 

Significant Investments

 

The Yonghui Acquisition was completed in the first quarter of 2025. Our equity interests in Yonghui has been accounted for as investments in associates using the equity method in our consolidated financial statements since its completion. As of June 30, 2025, we continued to hold approximately 29.4% of the issued share capital of Yonghui. For the six months ended June 30, 2025, we recorded a loss of RMB119.3 million for the investment in Yonghui. As we continue to be optimistic about the development of the offline retail industry in mainland China, we believe that the investment in Yonghui is in line with the Group’s investment strategy.

 

Save as disclosed above, we did not make or hold any other significant investments during the six months ended June 30, 2025.

 

Future Plans for Material Investments or Capital Assets

 

As of June 30, 2025, we did not have detailed future plans for material investments or capital assets.

 

Pledge of Assets

 

As of June 30, 2025, our equity interests in equity-accounted investees of approximately RMB4,308.2 million were pledged as securities for obtaining banking borrowings, an industry common practice for borrowings used for acquisitions.

 

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, enhance 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.

 

18


 

· 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.

 

Gearing Ratio

 

As of June 30, 2025, our gearing ratio was 66.9%, calculated as loans and borrowings divided by total equity as of the end of the period and multiplied by 100%.

 

Foreign Exchange Risk

 

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

 

19


 

We had met the commitments for the calendar years of 2021, 2022, 2023 and 2024, and therefore, we were not required to make any compensation to the local government. In March 2025, we provided a performance guarantee of RMB230.0 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2025, which is valid from April 1, 2025 to March 31, 2026. The Directors have assessed that, based on the projection of and actual relevant taxes and surcharges paid and payable during the calendar year of 2025, we will be able to meet the commitment for the calendar year of 2025, and thus, it is not probable that we need 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 June 30, 2025.

 

Securities class action

 

In August 2022, a putative federal securities class action was filed against us and certain of its officers and Directors (“Defendants”), alleging that Defendants made misleading misstatements or omissions regarding our 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.). We and other defendants filed a motion to dismiss the operative complaint, and the motion was granted by the court in February 2024, with leave to amend. Plaintiffs subsequently filed a motion for reconsideration of the court’s decision, which was denied by the court. Plaintiffs then filed a further amended complaint and the parties are now engaging in another round of motion-to-dismiss briefing, which is expected to be complete by late September 2025. As of June 30, 2025, the Directors were unable to assess the outcome of the action or reliably estimate the potential losses, if any.

 

Capital Commitment

 

As of June 30, 2025, our capital commitment was RMB630.9 million, compared to RMB633.5 million as of December 31, 2024, which is mainly attributable to the construction of the headquarters building.

 

Employees and Remuneration

 

We had a total of 7,204 full-time employees as of June 30, 2025, including 2,824 in mainland China and 4,380 in certain overseas countries and regions, up from 5,245 full-time employees one year ago. The following table sets forth the number of our employees categorized by function as of June 30, 2025.

 

Function   Number of
Employees
 
Product Development and Supply Chain Management     1,183  
General and Administrative     565  
Operations     4,699  
Sales and Marketing     184  
Technology     216  
Business Development     204  
Logistics     153  
         
Total     7,204  

 

20


 

Our total remuneration cost incurred for the six months ended June 30, 2025 was RMB929.9 million, while it was RMB685.5 million for the six months ended June 30, 2024.

 

The number of employees employed by us 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 our share incentive plan may be awarded to employees according to the assessment of individual performance.

 

21


 

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 us to safeguard the interests of its 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 Listing Rules for the six months ended June 30, 2025, 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.

 

We deviate 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 us. 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

 

We have 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 as set out in Appendix C3 to the Listing Rules, as its own securities dealing code to regulate all dealings by Directors and relevant employees of securities in the Company and other matters covered by the Code.

 

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 six months ended June 30, 2025.

 

22


 

Audit Committee

 

We have established an 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 our unaudited interim financial information for the six months ended June 30, 2025. The Audit Committee has also discussed matters with respect to the accounting policies and practices adopted by us and internal control and financial reporting matters with senior management members of us.

 

In addition, our independent auditor, Ernst & Young, has reviewed our unaudited interim financial information for the six months ended June 30, 2025 in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” as issued by the Hong Kong Institute of Certified Public Accountants.

 

23


 

OTHER INFORMATION

 

Purchase, Sale or Redemption of our Listed Securities

 

During the six months ended June 30, 2025, the Company repurchased a total of 8,167,600 Shares of our Company at an aggregate consideration (including all the relevant expenses) of HK$262.7 million on the HKEX and a total of 824,961 ADSs at an aggregate consideration (including all the relevant expenses) of US$14.1 million on the New York Stock Exchange (the “NYSE”). As of the date of this announcement, the repurchased Shares and ADSs are pending cancellation, and would not receive any interim dividend.

 

Particulars of the repurchases made by us during the six months ended June 30, 2025 are as follows:

 

HKEX

 

                      Aggregate  
                      consideration  
                      paid (including)  
    No. of Shares     Price paid per Share     all the relevant  
Trading Month   repurchased     Highest price     Lowest price     expenses  
          (HK$)     (HK$)     (HK$’000)  
March 2025     1,266,600       38.00       34.85       47,037  
April 2025     5,163,200       38.00       27.05       154,897  
May 2025     554,600       38.00       33.10       19,421  
June 2025     1,183,200       36.90       32.75       41,322  

 

NYSE

 

                      Aggregate  
                      consideration  
                      paid (including)  
    No. of Shares     Price paid per Share     all the relevant  
Trading Month   repurchased     Highest price     Lowest price     expenses  
          (US$)     (US$)     (US$’000)  
March 2025     52,600       4.63       4.59       242  
April 2025     1,621,224       4.88       3.51       6,613  
May 2025     585,652       4.71       4.19       2,625  
June 2025     1,040,368       4.73       4.20       4,666  

 

Save as disclosed above, neither our Company nor any of our subsidiaries purchased, sold, or redeemed any of the Company’s securities listed on the HKEX or on the NYSE during the six months ended June 30, 2025. Our Company did not hold any treasury shares (as defined under the Listing Rules) as of June 30, 2025.

 

24


 

Use of Proceeds from the Global Offering

 

On July 13, 2022, the Shares of the Company were listed on the Main Board of the HKEX. The net proceeds from the global offering were HK$482.1 million. As of December 31, 2024, we have fully utilized the net proceeds in accordance with such intended purposes within 48 months from the listing of its Shares on the HKEX as expected.

 

Interim Dividend

 

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, which has been paid on April 17, 2025 for holders of Shares and April 23, 2025 for holders of ADSs. The aggregate amount of cash dividend paid was approximately US$101.3 million (RMB726.9 million at an exchange rate of RMB7.1760 to US$1.0000).

 

On August 21, 2025, the Board approved the distribution of an interim cash dividend in the amount of US$0.2896 per ADS or US$0.0724 per Share, to holders of ADSs and Shares of record as of the close of business on September 5, 2025, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for holders of Shares in Hong Kong will be September 4, 2025; and the ex-dividend date for holders of ADSs will be September 5, 2025. The payment date is expected to be on September 16, 2025 for holders of Shares and around September 19, 2025 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$89.3 million (RMB639.5 million at an exchange rate of RMB7.1636 to US$1.0000), which is approximately 50% of our adjusted net profit for the six months ended June 30, 2025 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 interim dividend, all valid documents for the transfer of Shares accompanied by the relevant share certificates must be lodged for registration with our 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 September 5, 2025 (Beijing/Hong Kong Time).

 

25


 

 

Unaudited consolidated statement of profit or loss

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

 

          For the six months ended
June 30,
 
    Notes     2024     2025  
            RMB’000       RMB’000  
Revenue   4       7,758,743       9,393,112  
Cost of sales   5       (4,368,957 )     (5,236,194 )
                       
Gross profit           3,389,786       4,156,918  
Other income           12,698       5,370  
Selling and distribution expenses   5       (1,522,088 )     (2,181,022 )
General and administrative expenses   5       (418,573 )     (503,656 )
Other net income   6       41,696       98,239  
Credit loss on trade and other receivables           (3,606 )     (13,450 )
Impairment loss on non-current assets           (5,104 )     (16,450 )
                       
Operating profit           1,494,809       1,545,949  
Finance income           74,606       65,836  
Finance costs           (40,595 )     (194,236 )
                       
Net finance income/(costs)   7       34,011       (128,400 )
                       
Share of profit/(loss) of equity-accounted investees, net of tax           301       (138,946 )
Other expenses                 (84,412 )
                       
Profit before taxation           1,529,121       1,194,191  
Income tax expense   8       (351,742 )     (288,201 )
                       
Profit for the period           1,177,379       905,990  
                       
Attributable to:                      
Equity shareholders of the Company           1,170,102       906,030  
Non-controlling interests           7,277       (40 )
                       
Profit for the period           1,177,379       905,990  
                       
Earnings per Share                      
Basic earnings per Share (RMB)   9       0.94       0.74  
Diluted earnings per Share (RMB)   9       0.94       0.73  

 

26


 

Unaudited consolidated statement of profit or loss and other comprehensive income

(Expressed in thousands of Renminbi)

 

    For the six months ended
June 30,
 
    2024     2025  
    RMB’000     RMB’000  
Profit for the period     1,177,379       905,990  
                 
Items that may be reclassified subsequently to profit or loss:                
Exchange differences on translation of financial statements of foreign operations     6,845       11,675  
                 
Other comprehensive income for the period     6,845       11,675  
                 
Total comprehensive income for the period     1,184,224       917,665  
                 
Attributable to:                
Equity shareholders of the Company     1,178,043       917,401  
Non-controlling interests     6,181       264  
                 
Total comprehensive income for the period     1,184,224       917,665  

 

27


 

Unaudited consolidated statement of financial position

(Expressed in thousands of Renminbi)

 

    Notes     As of
December 31,
2024
    As of
June 30,
2025
 
          RMB’000     RMB’000  
ASSETS                      
Non-current assets                      
Property, plant and equipment           1,436,939       1,702,062  
Right-of-use assets           4,172,083       4,635,139  
Intangible assets           8,802       7,545  
Goodwill           21,418       46,030  
Deferred tax assets           181,948       217,963  
Other Investments   10       123,399       122,570  
Trade and other Receivables   12       341,288       212,750  
Term deposits           140,183        
Financial derivative assets                 799,751  
Interests in equity-accounted investees           38,567       6,171,304  
                       
            6,464,627       13,915,114  
                       
Current assets                      
Other investments   10       100,000        
Inventories   11       2,750,389       2,836,348  
Trade and other receivables   12       2,207,013       2,430,263  
Cash and cash equivalents   13       6,328,121       7,115,183  
Restricted cash           1,026       5,527  
Term deposits           268,952       345,353  
                       
            11,655,501       12,732,674  
                       
Total assets           18,120,128       26,647,788  

 

28


 

Unaudited consolidated statement of financial position (continued)

(Expressed in thousands of Renminbi)

 

    Notes     As of
December 31,
2024
    As of
June 30,
2025
 
          RMB’000     RMB’000  
EQUITY                      
Share capital   15(a)     94       94  
Additional paid-in capital           4,683,577       3,956,803  
Other reserves           1,329,126       1,687,003  
Retained earnings           4,302,177       5,208,207  
                       
Equity attributable to equity shareholders of the Company           10,314,974       10,852,107  
Non-controlling interests           40,548       46,812  
                       
Total equity           10,355,522       10,898,919  
                       
LIABILITIES                      
Non-current liabilities                      
Contract liabilities           35,145       27,758  
Loans and borrowings           4,310       5,589,413  
Other payables   14       59,842       73,586  
Lease liabilities           1,903,137       2,177,289  
Financial derivative liabilities                 1,230,927  
Deferred income           34,983       34,501  
                       
            2,037,417       9,133,474  
                       
Current liabilities                      
Contract liabilities           323,292       290,706  
Loans and borrowings           566,955       1,707,170  
Trade and other payables   14       3,943,988       3,561,523  
Lease liabilities           635,357       883,423  
Deferred income           5,376       2,024  
Current taxation           252,221       170,549  
                       
            5,727,189       6,615,395  
                       
Total liabilities           7,764,606       15,748,869  
                       
Total equity and liabilities           18,120,128       26,647,788  

 

29


 

Unaudited consolidated statement of changes in equity

(Expressed in thousands of Renminbi)

 

    Attributable to equity shareholders of the Company              
    Share
capital
    Additional
paid-in
capital
    Merger
reserve
    Treasury
shares
    Call option
on equity
    Share-based
payment
reserve
    Translation
reserve
    PRC
statutory
reserve
    Retained
earnings
    Total     Non-
controlling
interests
    Total
equity
 
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     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 six months ended June 30, 2024                                                                                                
Profit for the period                                                     1,170,102       1,170,102       7,277       1,177,379  
Other comprehensive income for the period                                         7,941                   7,941       (1,096 )     6,845  
                                                                                                 
Total comprehensive income for the period                                         7,941             1,170,102       1,178,043       6,181       1,184,224  
                                                                                                 
Dividend declared and paid to equity shareholders of the Company           (643,176 )                                               (643,176 )           (643,176 )
Dividend declared and paid to non-controlling interests                                                                 (1,612 )     (1,612 )
Exercise of share options and subscription of restricted share units     *     468                                                 468             468  
Repurchase of Shares                       (70,847 )                                   (70,847 )           (70,847 )
Cancellation of Shares     *     (144,407 )           144,407                                                  
Equity settled share-based transactions                                   64,507                         64,507             64,507  
Acquisition of non-controlling interests           (415 )                                               (415 )     415        
                                                                                                 
Balance at June 30, 2024     95       5,543,845       117,912       (84,050 )           1,024,413       31,702       170,599       2,892,259       9,696,775       28,006       9,724,781  

 

*            The amount was less than RMB1,000

 

30


 

Unaudited consolidated statement of changes in equity (continued)

(Expressed in thousands of Renminbi)

 

    Attributable to equity shareholders of the Company              
    Share
capital
    Additional
paid-in
capital
    Merger
reserve
    Treasury
shares
    Call option
on equity
    Share-based
payment
reserve
    Translation
reserve
    PRC
statutory
reserve
    Retained
earnings
    Total     Non-
controlling
interests
    Total
equity
 
      RMB’000       RMB’000       RMB’000       RMB’000       RMB’000       RMB’000       RMB’000       RMB’000       RMB’000       RMB’000       RMB’000       RMB’000  
Balance at January 1, 2025     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  
                                                                                                 
Changes in equity for the six months ended June 30, 2025                                                                                                
Profit for the period                                                     906,030       906,030       (40 )     905,990  
Other comprehensive income for the period                                         11,371                   11,371       304       11,675  
                                                                                                 
Total comprehensive income for the period                                         11,371             906,030       917,401       264       917,665  
                                                                                                 
Dividend declared and paid to equity shareholders of the Company           (726,875 )                                               (726,875 )           (726,875 )
Repurchase of Shares                       (344,490 )                                   (344,490 )           (344,490 )
Equity settled share-based transactions                                   40,586                         40,586             40,586  
Issuance of Shares in respect of vesting of restricted share units     *                                                     *           *
Exercise of share options and subscription of restricted share units     *     101                                                 101             101  
Recognition of upper-strike call option                             650,711                               650,711             650,711  
Capital contribution from non-controlling interests                                                                 6,000       6,000  
Deregistration of a subsidiary                                               (301 )           (301 )           (301 )
                                                                                                 
Balance at June 30, 2025     94       3,956,803       117,912       (428,539 )     650,711       1,085,676       53,405       207,838       5,208,207       10,852,107       46,812       10,898,919  

 

*            The amount was less than RMB1,000

 

31


 

Unaudited consolidated statement of cash flows

(Expressed in thousands of Renminbi)

 

    For the six months ended June 30,  
    2024     2025  
    RMB’000     RMB’000  
Cash flows from operating activities                
Cash generated from operations     1,649,204       1,375,599  
Income tax paid     (355,448 )     (361,376 )
                 
Net cash from operating activities     1,293,756       1,014,223  
                 
Cash flows from investing activities                
Payment for purchases of property, plant, equipment and intangible assets     (302,784 )     (434,774 )
Proceeds from disposal of property, plant and equipment and intangible assets     3,166       18,301  
Payment for purchases of other investments     (4,176,438 )     (4,934,017 )
Proceeds from disposal of other investments     4,077,046       5,039,690  
Placement of term deposits     (256,855 )     (84,028 )
Maturity of term deposits     181,299       151,814  
Interest income     68,249       62,538  
Investment income from other investments     18,360       44,007  
Acquisition of a subsidiary           4,323  
Payments for investments in equity-accounted investees           (6,277,893 )
                 
Net cash used in investing activities     (387,957 )     (6,410,039 )
                 
Cash flows from financing activities                
Proceeds from subscription of restricted share units and exercise of share options     468       101  
Proceeds from loans and borrowings           4,354,718  
Repayment of loans and borrowings           (43,467 )
Payment of capital element and interest element of lease liabilities     (414,592 )     (395,762 )
Payment for repurchase of Shares     (36,914 )     (303,091 )
Dividends paid to equity shareholders of the Company     (643,176 )     (726,875 )
Dividends paid to non-controlling interests     (1,612 )      
Payment for purchases of options           (1,207,782 )
Proceeds from issue of options           650,711  
Proceeds from issue of the Equity Linked Securities, net of issuance costs           3,842,864  
Capital injection from non-controlling interests           6,000  
                 
Net cash (used in)/from financing activities     (1,095,826 )     6,177,417  
                 
Net (decrease)/increase in cash and cash equivalents     (190,027 )     781,601  
Cash and cash equivalents at the beginning of the period     6,415,441       6,328,121  
Effect of movements in exchange rates on cash held     1,318       5,461  
                 
Cash and cash equivalents at the end of the period     6,226,732       7,115,183  

 

32


 

Notes to the unaudited interim financial information

(Expressed in thousands of Renminbi, unless otherwise indicated)

 

1              Basis of preparation

 

This interim financial report for the six months ended June 30, 2025 has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the HKEX, including compliance with International Accounting Standard (“IAS”) 34, Interim financial reporting, issued by the International Accounting Standards Board (“IASB”). It was authorized for issue on August 21, 2025.

 

The interim financial report has been prepared in accordance with the same accounting policies adopted in the consolidated financial statements for the year ended December 31, 2024, except for the accounting policy changes that are expected to be reflected in the 2025 annual financial statements. Details of any changes in accounting policies are set out in Note 2.

 

The preparation of an interim financial report in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.

 

This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the consolidated financial statements for the year ended December 31, 2024. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with IFRS Accounting Standards.

 

The interim financial report is unaudited, but has been reviewed by Ernst & Young in accordance with Hong Kong Standard on Review Engagements 2410, Review of interim financial information performed by the independent auditor of the entity, issued by the Hong Kong Institute of Certified Public Accountants.

 

2              Basis of preparation

 

The accounting policies adopted in the preparation of the interim financial report are consistent with those applied in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2024, except for the adoption of the following amended IFRS Accounting Standard for the first time for the current period’s financial information.

 

· Amendments to IAS 21, Lack of Exchangeability

 

The revised standards have had no significant financial effect on these financial statements.

 

33


 

 

 

3 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. On January 1, 2025, the Group changed its segment disclosure to separate MINISO brand into MINISO brand – Mainland China and MINISO brand – Overseas. As a result, the Group has presented three reportable segments of MINISO brand-Mainland China, MINISO brand-Overseas and TOP TOY brand for the six months ended June 30, 2024 and 2025. The Group retrospectively revised prior period segment information to conform to current period presentation.

 

Reportable segments   Operations
     
MINISO brand – Mainland China   Design, buying and sale of lifestyle products
MINISO brand – Overseas   Design, buying and sale of lifestyle products
TOP TOY brand   Design, buying and sale of pop toys

 

(i) Segment results and other material items

 

Information related to each reportable segment is set out below. Segment profit 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.

 

    For the six months ended 30 June 2024  
    MINISO brand                    
    Mainland
China
    Overseas     Sub-total     TOP TOY
brand
    Unallocated
amounts 
    Total  
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
External revenue   4,592,799     2,731,866     7,324,665     428,920     5,158     7,758,743  
Intersegment revenue   1,391,138     1,624     1,392,762     5,648     278,467     1,676,877  
                                     
Segment revenue   5,983,937     2,733,490     8,717,427     434,568     283,625     9,435,620  
                                     
Elimination of intersegment revenue                                 (1,676,877 )
                                     
Consolidated revenue                                 7,758,743  
                                     
Operating profit   939,584     526,810     1,466,394     34,119     (5,704 )   1,494,809  
Finance income   38,352     33,590     71,942     702     1,962     74,606  
Finance costs   (10,776 )   (27,567 )   (38,343 )   (2,252 )       (40,595 )
Share of profit/(loss) of equity-accounted investees, net of tax       301     301             301  
                                     
Profit before taxation   967,160     533,134     1,500,294     32,569     (3,742 )   1,529,121  
                                     
Income tax expenses                                 (351,742 )
                                     
Profit for the period                                 1,177,379  
                                     
Other material items                                    
Depreciation and amortization   (94,323 )   (198,479 )   (292,802 )   (33,053 )   (7,276 )   (333,131 )
Credit loss on trade and other receivables   (3,247 )   92     (3,155 )   (432 )   (19 )   (3,606 )
Impairment loss on non-current assets       (3,752 )   (3,752 )   (1,352 )       (5,104 )
Additions to non-current assets during the period*   136,777     1,176,388     1,313,165     58,473     111,119     1,482,757  

 

34 


 

    For the six months ended 30 June 2025  
    MINISO brand                    
    Mainland
China
    Overseas     Sub-total     TOP TOY
brand
    Unallocated
amounts
    Total  
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
External revenue   5,114,987     3,534,017     8,649,004     742,058     2,050     9,393,112  
Intersegment revenue   1,442,983     2,683     1,445,666     22,986     226,329     1,694,981  
                                     
Segment revenue   6,557,970     3,536,700     10,094,670     765,044     228,379     11,088,093  
                                     
Elimination of intersegment revenue                                 (1,694,981 )
                                     
Consolidated revenue                                 9,393,112  
                                     
Operating profit   927,721     583,991     1,511,712     51,027     (16,790 )   1,545,949  
Finance income   49,352     14,472     63,824     532     1,480     65,836  
Finance costs   (15,391 )   (46,383 )   (61,774 )   (4,092 )   (128,370 )   (194,236 )
Other expenses                   (84,412 )   (84,412 )
Share of profit/(loss) of equity-accounted investees, net of tax       (19,611 )   (19,611 )       (119,335 )   (138,946 )
                                     
Profit before taxation   961,682     532,469     1,494,151     47,467     (347,427 )   1,194,191  
                                     
Income tax expenses                                 (288,201 )
                                     
Profit for the period                                 905,990  
                                     
Other material items                                    
Depreciation and amortization   (128,713 )   (344,443 )   (473,156 )   (64,988 )   (15,872 )   (554,016 )
Credit loss on trade and other receivables   (10,231 )   (2,618 )   (12,849 )   (601 )       (13,450 )
Impairment loss on non-current assets   (204 )   (16,246 )   (16,450 )           (16,450 )
Additions to non-current assets during the period*   317,345     762,393     1,079,738     220,875     155,079     1,455,692  

 

Note:
   
* The additions to non-current assets include additions to property, plant and equipment, right-of-use assets and intangible assets.

 

35 


 

(ii) Segment assets and liabilities

 

    As of December 31, 2024  
    MINISO brand                    
    Mainland
China
    Overseas     Sub-total     TOP TOY
brand
    Unallocated
amounts
    Total  
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
Segment assets   6,540,003     5,575,856     12,115,859     939,552         13,055,411  
Assets relating to construction of headquarters building                   2,275,477     2,275,477  
Assets relating to an investment holding company                   2,508,145     2,508,145  
Apartments for use as staff quarters                   229,252     229,252  
Other unallocated assets                   51,843     51,843  
                                     
Consolidated total assets                                 18,120,128  
                                     
Segment liabilities   3,738,723     3,186,945     6,925,668     681,475         7,607,143  
Liabilities relating to construction of headquarters building                   118,507     118,507  
Other unallocated liabilities                   38,956     38,956  
                                     
Consolidated total liabilities                                 7,764,606  

 

    As of June 30, 2025  
    MINISO brand                    
    Mainland
China
    Overseas     Sub-total     TOP TOY
brand
    Unallocated
amounts
    Total  
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
Segment assets   9,152,135     6,784,685     15,936,820     891,207         16,828,027  
Assets relating to construction of headquarters building                   2,415,236     2,415,236  
Assets relating to an investment holding company                   6,155,052     6,155,052  
Apartments for use as staff quarters                   208,010     208,010  
Financial derivative assets                   799,751     799,751  
Other unallocated assets                   241,712     241,712  
                                     
Consolidated total assets                                 26,647,788  
                                     
Segment liabilities   4,313,716     3,634,299     7,948,015     601,266         8,549,281  
Liabilities relating to construction of headquarters building                   109,139     109,139  
Liabilities relating to an investment holding company                   3,457,000     3,457,000  
Liabilities relating to the Equity Linked Securities                   2,366,934     2,366,934  
Financial derivative liabilities                   1,230,927     1,230,927  
Other unallocated liabilities                   35,588     35,588  
                                     
Consolidated total liabilities                                 15,748,869  

 

36 


 

(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 locations of customers and segment assets are based on the geographic locations of the assets.

 

    For the six months ended June 30,  
    2024     2025  
      RMB’000       RMB’000  
i.      Revenue                
Mainland China     5,026,729       5,827,157  
Asia excluding China     1,116,364       1,227,907  
North America     763,281       1,295,324  
Latin America     600,038       589,936  
Europe     140,334       273,564  
Others     111,997       179,224  
                 
      7,758,743       9,393,112  

 

    As of December 31,
2024
    As of June 30,
2025
 
      RMB’000       RMB’000  
ii.    Non-current assets                
Mainland China     3,626,187       3,829,216  
Asia excluding China     413,285       506,108  
North America     1,725,032       1,939,106  
Europe     72,168       131,891  
Others     143,858       197,205  
                 
      5,980,530       6,603,526  

 

Non-current assets exclude deferred tax assets, financial derivative assets, non-current other investments, non-current term deposits and interests in equity-accounted investees.

 

37 


 

4 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 third-party e-commerce platforms and through online distributors. Other sources of revenue mainly include license fees, sales-based royalties and sales-based management and consultation service fees from franchisees and distributors.

 

(i) Disaggregation of revenue

 

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

 

    For the six months ended June 30,  
    2024     2025  
    RMB’000     RMB’000  
Major products/service lines            
– Sales of lifestyle and pop toy products            
– Retail sales in self-operated stores   1,205,709     2,190,668  
– Product sales to franchisees   3,995,768     4,298,817  
– Sales to offline distributors   1,395,170     1,512,084  
– Online sales   402,688     573,208  
– Other sales channels   29,745     61,813  
             
Sub-total   7,029,080     8,636,590  
             
– License fees, sales-based royalties, and sales-based
 management and consultation service fees
           
– License fees   34,215     63,869  
– Sales-based royalties   75,098     80,536  
– Sales-based management and consultation service fees   328,704     363,280  
             
Sub-total   438,017     507,685  
             
– Others*   291,646     248,837  
             
    7,758,743     9,393,112  
             
Timing of revenue recognition            
– Point in time   7,314,994     8,873,311  
– Over time   443,749     519,801  
             
Revenue from contracts with customers   7,758,743     9,393,112  

 

Note:

 

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

 

For the six months ended June 30, 2025, the Group did not have any customers with revenue exceeding 10% of the Group’s total revenue (six months ended June 30, 2024: none).

 

38 


 

(ii) Seasonality of operations

 

The Group’s business is subject to seasonal fluctuation, typically with relatively stronger performance in the quarters ended September 30 and December 31, which is mainly due to the higher retail demand in holiday seasons in certain regions. As a result, the Group typically reports lower revenues for the six months ended June 30 than the six months ended December 31.

 

5            Expenses by nature

 

    For the six months ended June 30,  
    2024     2025  
      RMB’000       RMB’000  
Cost of inventories (Note 11)     4,256,426       5,081,747  
Payroll and employee benefits     685,492       929,882  
Rental and related expenses     113,395       185,788  
Depreciation and amortization     333,131       554,016  
Licensing expenses     183,158       240,795  
Promotion and advertising expenses     247,158       262,544  
Logistics expenses     225,974       292,963  
Travelling expenses     55,950       61,964  
Other expenses     208,934       311,173  
                 
Total cost of sales, selling and distribution and general and administrative expenses     6,309,618       7,920,872  

 

6            Other net income

 

    For the six months ended June 30,  
    2024     2025  
      RMB’000       RMB’000  
Net foreign exchange (losses)/gains     (12,392 )     36,570  
(Losses)/gains on disposal of property, plant and equipment and intangible assets     (892 )     2,719  
Investment income from other investments     18,360       43,809  
Gains on revaluation of the previously held equity-accounted investees           8,600  
Scrap income     5,352       5,189  
Net change in fair value of other investments     14,154       (829 )
Reversal of litigation compensation     300        
Gains relating to cancellation and modification of lease contracts     9,578       4,607  
Gain on disposal of a subsidiary     8,759        
Others     (1,523 )     (2,426 )
                 
      41,696       98,239  

 

39 


 

7            Net finance income/(costs)

 

    For the six months ended June 30,  
    2024     2025  
      RMB’000       RMB’000  
Finance income                
– Interest income     74,606       65,836  
                 
Finance costs                
– Interest on loans and borrowings     (120 )     (47,032 )
– Interest on the Equity Linked Securities           (89,885 )
– Interest on lease liabilities     (40,475 )     (57,319 )
                 
      (40,595 )     (194,236 )
                 
Net finance income/(costs)     34,011       (128,400 )

 

8            Income taxes

 

(a) Taxation recognized in consolidated profit or loss:

 

    For the six months ended June 30,  
    2024     2025  
      RMB’000       RMB’000  
Amounts recognized in consolidated profit or loss                
Current tax                
Provision for the period     364,138       324,216  
Deferred tax                
Origination and reversal of temporary differences     (12,396 )     (36,015 )
                 
Tax expense     351,742       288,201  

 

40 


 

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

 

    For the six months ended June 30,  
    2024     2025  
      RMB’000       RMB’000  
Profit before taxation     1,529,121       1,194,191  
                 
Notional tax on profit before taxation, calculated at the rates applicable to profits in the jurisdictions concerned     390,545       330,783  
Tax effect of share-based payment expenses     15,126       (4,562 )
Tax effect of other non-deductible expenses     9,677       557  
Effect of preferential tax treatments on assessable profits of certain subsidiaries     (50,670 )     (55,001 )
Tax effect of additional deduction on research and development costs           (5,478 )
Tax effect of exempted and non-taxable income     (5,957 )     (1,162 )
Effect of unused tax losses being utilized           (12,678 )
Effect of deductible temporary differences and unused tax losses (utilized)/not recognized     (1,171 )     42,909  
Others     (5,808 )     (7,167 )
                 
Actual tax expenses     351,742       288,201  

 

9            Earnings per Share

 

(a) Basic earnings per Share

 

For the six months ended June 30, 2025, the calculation of basic earnings per Share has been based on the profit attributable to ordinary equity shareholders of the Company of RMB906,030,000 (six months ended June 30, 2024: RMB1,170,102,000) and the weighted average number of Shares outstanding of 1,230,765,469 Shares (six months ended June 30, 2024: 1,242,154,721 Shares), which were calculated as follows:

 

    For the six months ended June 30,  
    2024     2025  
    Number of
Shares
    Number of
Shares
 
Issued Shares at January 1, 2025 and 2024     1,243,332,789       1,233,993,805  
Effect of Shares released from the exercise of share options and subscription of restricted share units     769,834       990,027  
Effect of repurchase of Shares (Note 15(b))     (1,947,902 )     (4,218,363 )
                 
Weighted average number of Shares     1,242,154,721       1,230,765,469  

 

41 


 

 

 

 

 

(b) Diluted earnings per Share

 

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

 

For the six months ended June 30, 2025, the calculation of diluted earnings per Share was based on the profit attributable to ordinary equity shareholders of the Company of RMB906,030,000 (six months ended June 30, 2024: RMB1,170,102,000) and the weighted average number of Shares of 1,236,003,168 Shares (six months ended June 30, 2024: 1,247,504,123 Shares), after adjusting by the dilutive effect of share incentive plan, calculated as follows:

 

    For the six months ended June 30,  
    2024   2025  
   

Number of

Shares

 

Number of

Shares

 
Weighted average number of Shares, basic   1,242,154,721   1,230,765,469  
Dilutive effect of share incentive plan   5,349,402   5,237,699  
Weighted average number of Shares, diluted   1,247,504,123   1,236,003,168  

 

10 Other investment

 

    As of December 31,   As of June 30,  
    2024   2025  
    RMB’000   RMB’000  
Financial assets measured at FVTPL:          
Non-current          
– Investment in an unlisted limited partnership enterprise   123,399   122,570  
           
Current          
– Investment in structured deposit   100,000    

 

42


 

11 Inventories

 

    As of December 31,   As of June 30,  
    2024   2025  
    RMB’000   RMB’000  
Finished goods   2,742,092   2,828,637  
Low-value consumables   8,297   7,711  
    2,750,389   2,836,348  

 

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 June 30,  
    2024   2025  
    RMB’000   RMB’000  
Carrying amount of inventories sold   4,226,389   5,035,082  
Write-down of inventories   30,037   46,665  
Cost of inventories recognized in consolidated statements of profit or loss   4,256,426   5,081,747  

 

43


 

12 Trade and other receivables

 

    As of December 31,   As of June 30,  
    2024   2025  
    RMB’000   RMB’000  
Non-current          
Trade receivables   14,653   8,262  
Less: loss allowance   (18 ) (10 )
           
Trade receivables, net of loss allowance (ii)   14,635   8,252  
Amounts due from related parties   16,708   16,490  
Deposits   193,810   110,858  
Prepayments for lease   72,000   20,000  
Value-added tax (“VAT”) recoverable   44,135   57,150  
    341,288   212,750  
           
Current (i)          
Trade receivables   742,622   828,391  
Less: loss allowance   (67,699 ) (71,991 )
           
Trade receivables, net of loss allowance   674,923   756,400  
Amounts due from related parties   45,424   28,848  
Miscellaneous expenses paid on behalf of franchisees   642,073   702,088  
VAT recoverable   208,221   233,975  
Rental deposits   71,001   162,419  
Receivables due from online payment platforms and banks (iii)   77,990   108,024  
Prepayments for inventories   73,538   90,079  
Prepayments for licensing expenses   65,040   69,213  
Prepayments for promotion and advertising expenses   30,349   21,940  
Prepayments for repurchase of Shares   70,518   29,118  
Others   247,936   228,159  
    2,207,013   2,430,263  

 

Notes:

 

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

 

(ii) Trade receivables relating to certain sales of fixtures to franchisees are collected by installments within the periods ranging from 29 to 34 months and the portion which is expected to be recovered after one year is 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.

 

(iii) Receivables due from banks and online payment platforms mainly represent the amounts 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. The amounts also include 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.

 

44


 

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 of December 31,   As of June 30,  
    2024   2025  
    RMB’000   RMB’000  
Non-current portion          
Within 90 days   1,093   329  
91 to 180 days   3,536   646  
181 to 360 days   4,779   3,558  
361 to 540 days   5,076   3,474  
Over 540 days   151   245  
    14,635   8,252  
           
Current portion          
Within 90 days   508,247   530,308  
91 to 180 days   119,343   152,826  
181 to 360 days   34,987   65,250  
361 to 540 days   10,837   6,959  
Over 540 days   1,509   1,057  
    674,923   756,400  

 

13 Cash and cash equivalents

 

    As of December 31,   As of June 30,  
    2024   2025  
    RMB’000   RMB’000  
Cash on hand   4,465   3,941  
Cash at bank   6,323,656   7,111,242  
           
Cash and cash equivalents as presented in the consolidated statements of financial position and in the consolidated statements of cash flows   6,328,121   7,115,183  

 

45


 

14 Trade and other payables

 

    As of December 31,   As of June 30,  
    2024   2025  
    RMB’000   RMB’000  
Non-current          
Payable relating to construction projects   59,842   73,586  
           
Current          
Trade payables (i)   1,278,535   967,491  
Payroll payable   148,352   132,089  
Accrued expenses   375,588   288,906  
Other taxes payable   58,899   95,379  
Deposits   1,839,844   1,831,627  
Payable relating to leasehold improvements   93,514   70,474  
Payable relating to construction projects   25,579   733  
Amounts due to related parties   8,123   8,709  
Others   115,554   166,115  
    3,943,988   3,561,523  

 

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.

 

Note:

 

(i) Aging analysis

 

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

 

    As of December 31,   As of June 30,  
    2024   2025  
    RMB’000   RMB’000  
Within 1 month   1,203,435   827,309  
1 to 3 months   54,490   65,417  
3 months to 1 year   14,210   60,925  
Over 1 year   6,400   13,840  
    1,278,535   967,491  

 

46


 

15 Capital and reserves

 

(a) Share capital and additional paid-in capital

 

As of June 30, 2025, analysis of the Company’s issued Shares including treasury shares reserved for the share incentive plan, was as follows:

 

    Number of Shares        
    Outstanding Shares   Treasury shares   Total issued Shares     Share capital  
                  RMB’000  
As of January 1, 2025   1,233,993,805   15,878,028   1,249,871,833     94  
Issuance of Shares in respect of vesting of restricted share units (i)   1,465,524     1,465,524     *
Exercise of share options and subscription of restricted share units (ii)   442,056   (442,056 )     *
Repurchase of Shares (Note 15(b))   (11,467,444 ) 11,467,444        
                     
As of June 30, 2025   1,224,433,941   26,903,416   1,251,337,357     94  

 

*            The amount was less than RMB1,000.

 

Notes:

 

(i) During the six months ended June 30, 2025, the Company issued 1,465,524 Shares in respect of vesting of restricted shares units.

 

(ii) During the six months ended June 30, 2025, 442,056 of restricted shares units and share options were vested and exercised, and were released from treasury shares into Shares.

 

(b) Repurchase and cancellation of shares

 

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”). The validity of the 2024 Share Repurchase Program was subsequently extended to June 30, 2026, as announced on March 21, 2025.

 

During the six months ended June 30, 2025, the Company repurchased ordinary shares under the 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 NYSE   Shares repurchased on the HKEX  
    Number of   Highest     Lowest     Aggregate   Number of   Highest   Lowest   Aggregate  
    Shares   price paid     price paid     purchase   Shares   price paid   price paid   purchase  
Month   repurchased   per Share     per Share     price paid   repurchased   per Share   per Share   price paid  
        USD     USD     USD’000       HKD   HKD   HKD’000  
March 2025   52,600   4.63     4.59     242   1,266,600   38.00   34.85   47,037  
April 2025   1,621,224   4.88     3.51     6,613   5,163,200   38.00   27.05   154,897  
May 2025   585,652   4.71     4.19     2,625   554,600   38.00   33.10   19,421  
June 2025   1,040,368   4.73     4.20     4,666   1,183,200   36.90   32.75   41,322  
                                       
Total   3,299,844               14,146   8,167,600           262,677  
                                       
Equivalent to RMB’000                   101,745               242,745  

 

47


 

(c) Dividends

 

During the six months ended June 30, 2025, special cash dividends of USD0.0817 per Share, amounting to USD101,292,000 (equivalent to RMB726,875,000), were declared and paid by the Company. The dividends were distributed from additional paid-in capital.

 

Special cash dividends of USD0.0724 per Share, amounting to USD89.3 million, were proposed and approved by the board of directors of the Company on August 21, 2025. The dividends will be distributed from additional paid-in capital and have not been recognized as liabilities as of June 30, 2025.

 

16 Events after the reporting period

 

(i) Dividend declaration

 

On August 21, 2025, special cash dividends of USD0.0724 per Share, amounting to USD89.3 million (equivalent to RMB639.5 million), were proposed and approved by the board of directors of the Company. The dividends will be distributed from additional paid-in capital and settled by a cash distribution.

 

(ii) Update on TOP TOY

 

TOP TOY recently has completed a round of strategic financing led by Temasek, a global investment company headquartered in Singapore. The post-transaction valuation of TOP TOY reached approximately HK$10 billion.

 

48


 

PUBLICATION OF THE INTERIM RESULTS ANNOUNCEMENT AND INTERIM REPORT

 

This interim results announcement is published on the websites of the HKEX at http://www.hkexnews.hk and the Company at ir.miniso.com. The interim report of the Company for the six months ended June 30, 2025 will 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, August 21, 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.

 

49

EX-99.4 5 tm2524105d1_ex99-4.htm EXHIBIT 99.4
Exhibit 99.4

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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: 15 August 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) 06 August 2025 1,242,636,849 0 1,242,636,849 1). Other (please specify) See Part B Date of changes 14 August 2025 % Closing balance as at (Notes 5 and 6) 14 August 2025 1,242,636,849 0 1,242,636,849


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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 14 August 2025 1,200 0.0001 % USD 4.875


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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). 14 August 2025 1,200 On another stock exchange New York Stock Exchange USD 4.875 USD 4.875 USD 5,850 Total number of shares repurchased 1,200 Aggregate price paid $ USD 5,850 Number of shares repurchased for cancellation 1,200 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 12 June 2025 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 124,122,899 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 3,664,816 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 0.295257 % 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 13 September 2025


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FF305 Page 6 of 7 v 1.3.0 We hereby confirm that the repurchases made on the Exchange set out in Part A above were made in accordance with the Main Board Rules / GEM Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ................24 April 2025.......................... which has been filed with the Exchange. We also confirm that any repurchases made on another stock exchange set out in Part A above were made in accordance with the domestic rules applying to repurchases on that other stock exchange. Remarks: Repurchase of 300 ADSs (representing 1,200 ordinary shares) on the NYSE on August 14, 2025 U.S. time pursuant to a 10b5-1 repurchase program entered by the Company. 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)


EX-99.5 6 tm2524105d1_ex99-5.htm EXHIBIT 99.5
Exhibit 99.5

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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: 21 August 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) 14 August 2025 1,242,636,849 0 1,242,636,849 1). Other (please specify) See Part B Date of changes 21 August 2025 % Closing balance as at (Notes 5 and 6) 21 August 2025 1,242,636,849 0 1,242,636,849


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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 21 August 2025 16,000 0.0013 % HKD 37.9355


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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). 21 August 2025 16,000 On the Exchange HKD 38 HKD 37.8 HKD 606,968 Total number of shares repurchased 16,000 Aggregate price paid $ HKD 606,968 Number of shares repurchased for cancellation 16,000 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 12 June 2025 2). Total number of shares which the issuer is authorised to repurchase under the repurchase mandate 124,122,899 3). Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate (a) 3,680,816 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 0.296546 % 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 20 September 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 ................24 April 2025.......................... 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: Repurchase of 16,000 ordinary shares on August 21, 2025 pursuant to a Hong Kong automatic share repurchase plan entered by the Company. 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)