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6-K 1 tm2610734d1_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 April 2026

 

 

 

Commission File Number: 001-39601

 

 

 

MINISO Group Holding Limited

 

8F, M Plaza, No. 109, Pazhou Avenue

Haizhu District, Guangzhou 510000, Guangdong Province

The People’s Republic of China
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x                Form 40-F ¨

 

 

 

 


 

 

Exhibit Index

 

Exhibit 99.1 Next Day Disclosure Return Dated March 30, 2026
Exhibit 99.2 Next Day Disclosure Return Dated March 31, 2026
Exhibit 99.3 Next Day Disclosure Return Dated March 31, 2026
Exhibit 99.4 Press Release — MINISO Group Announces December Quarter and Full Year of 2025 Unaudited Financial Results
Exhibit 99.5 Announcement with the Stock Exchange of Hong Kong Limited — Inside Information — Quarter and Full Year Unaudited Financial Results Ended December 31, 2025
Exhibit 99.6 Announcement with the Stock Exchange of Hong Kong Limited — Annual Results Announcement for the Fiscal Year Ended December 31, 2025
Exhibit 99.7 Next Day Disclosure Return Dated April 1, 2026
Exhibit 99.8 Next Day Disclosure Return Dated April 1, 2026

 

 


 

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: April 1, 2026

 

 

 

EX-99.1 2 tm2610734d1_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

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FF305 Page 1 of 7 v 1.3.0 Next Day Disclosure Return (Equity issuer - changes in issued shares or treasury shares, share buybacks and/or on-market sales of treasury shares) Instrument: Equity issuer Status: New Submission Name of Issuer: MINISO Group Holding Limited Date Submitted: 30 March 2026 Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”) (the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”). Section I 1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange Yes Stock code (if listed) 09896 Description A. Changes in issued shares or treasury shares Events Changes in issued shares (excluding treasury shares) Number of issued shares (excluding treasury shares) As a % of existing number of issued shares (excluding treasury shares) before the relevant event (Note 3) Changes in treasury shares Number of treasury shares Issue/ selling price per share (Note 4) Total number of issued shares Opening balance as at (Note 1) 27 March 2026 1,238,960,393 0 1,238,960,393 1). Other (please specify) See Part B Date of changes 30 March 2026 % Closing balance as at (Notes 5 and 6) 30 March 2026 1,238,960,393 0 1,238,960,393


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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 30 March 2026 93,600 0.0076 % HKD 30.6376


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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). 30 March 2026 93,600 On the Exchange HKD 31.12 HKD 30.22 HKD 2,867,679 Total number of shares repurchased 93,600 Aggregate price paid $ HKD 2,867,679 Number of shares repurchased for cancellation 93,600 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) 12,260,588 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 0.987778 % 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 29 April 2026 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 93,600 ordinary shares on March 30, 2026 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)


EX-99.2 3 tm2610734d1_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2

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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: 31 March 2026 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) 30 March 2026 1,238,960,393 0 1,238,960,393 1). Other (please specify) See Part B Date of changes 30 March 2026 % Closing balance as at (Notes 5 and 6) 30 March 2026 1,238,960,393 0 1,238,960,393


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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 30 March 2026 98,120 0.0079 % USD 3.871


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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). 30 March 2026 98,120 On another stock exchange New York Stock Exchange USD 3.9275 USD 3.8325 USD 379,820.09 Total number of shares repurchased 98,120 Aggregate price paid $ USD 379,820.09 Number of shares repurchased for cancellation 98,120 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) 12,358,708 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 0.995683 % 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 29 April 2026


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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 24,530 ADSs (representing 98,120 ordinary shares) on the NYSE on March 30, 2026 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-99.3 4 tm2610734d1_ex99-3.htm EXHIBIT 99.3
Exhibit 99.3

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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: 31 March 2026 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) 30 March 2026 1,238,960,393 0 1,238,960,393 1). Other (please specify) See Part B Date of changes 31 March 2026 % Closing balance as at (Notes 5 and 6) 31 March 2026 1,238,960,393 0 1,238,960,393


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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 31 March 2026 91,400 0.0074 % HKD 30.4053


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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). 31 March 2026 91,400 On the Exchange HKD 30.66 HKD 30.1 HKD 2,779,044 Total number of shares repurchased 91,400 Aggregate price paid $ HKD 2,779,044 Number of shares repurchased for cancellation 91,400 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) 12,450,108 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 1.003047 % 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 30 April 2026 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 91,400 ordinary shares on March 31, 2026 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)


EX-99.4 5 tm2610734d1_ex99-4.htm EXHIBIT 99.4

 

Exhibit 99.4

 

MINISO Group Announces December Quarter and Full Year of 2025 Unaudited Financial Results

 

Record Revenue Driven by Strong Brand Momentum and Successful Store Matrix Upgrade

Quarterly and Annual Revenue both Hit Record Highs, Exceeding Expectations

Adjusted Operating Profit and EBITDA Delivered Robust Double-Digit Growth in December Quarter

MINISO Brand Posted Its Highest Year-over-year Revenue Growth in 8 Quarters

Chinese Mainland and the U.S. Market Delivered Exceptional Mid-Teens and Low-Twenties SSSG in December Quarter, Respectively

TOP TOY Brand Saw Successive Triple-Digit Revenue(2) Growth

Net New Stores Exceeded 700 in 2025

RMB1,907.0 Million Returned to Shareholders in 2025, Representing 66% of Adjusted Net Profit

 

GUANGZHOU, China, March 31, 2026 /PRNewswire/ -- MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs, today announced its unaudited financial results for the three months and the full year ended December 31, 2025 (the “December Quarter” and the “Full Year”, respectively).

 

Financial Highlights for the December Quarter

 

· Revenue increased 32.7% year over year to RMB6,254.1 million (US$894.3 million), above the high end of the Company’s previous guidance range of 25%-30%.

 

· MINISO Group delivered resilient performance with overall same-store GMV(1) growth (the “SSSG”) recording a mid-single-digit level.

 

· Gross profit increased 30.8% year over year to RMB2,901.1 million (US$414.9 million).

 

· Gross margin was 46.4%, compared to 47.0% in the same period last year.

 

· Operating profit was RMB910.6 million (US$130.2 million), compared to RMB968.4 million in the same period last year, due to higher equity-settled share-based payment expenses in December Quarter.

 

· Adjusted operating profit(3) increased 11.7% year over year to RMB1,062.2 million (US$151.9 million),with adjusted operating margin of 17.0%.

 

· Loss for the period was RMB139.4 million (US$19.9 million), compared to a profit for the period of RMB809.7 million in the same period last year. The year-over-year change was mainly due to (i) share of loss of Yonghui Superstores Co., Ltd*(永輝超市股份有限公司) (“Yonghui”) of RMB547.5 million (US$78.3 million), (ii) equity-settled share-based payment expenses of RMB151.6 million (US$21.7 million), (iii) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, (iv) interest expenses related to the equity linked securities issued by the Company in January 2025 ( the “Equity Linked Securities”) and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB75.3 million (US$10.8 million), and (v) other expenses of RMB59.1 million (US$8.5 million) including loss from fair value change of derivatives in relation to the Equity Linked Securities under mark-to-market impact, which have been excluded in non-IFRS financial measurement(3).

 

· Adjusted net profit(3) increased 7.6% year over year to RMB852.7 million (US$121.9 million).

 

· Adjusted net margin(3) was 13.6%, compared to 16.8% in the same period last year.

 

· Adjusted EBITDA(3) increased 15.7% year over year to RMB1,419.3 million (US$203.0 million).

 

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· Adjusted EBITDA margin(3) was 22.7%, compared to 26.0% in the same period last year.

 

· Adjusted basic and diluted earnings per American Depositary Share (the “ADS”)(3) were both RMB2.80 (US$0.40), representing a year-over-year growth of 9.4%, higher than the year-over-year growth of 7.6% of adjusted net profit, thanks to the share repurchase of the Company.

 

· Net cash from operating activities was RMB264.1 million (US$37.8 million) in December Quarter. Capital expenditure (the “CAPEX”) was RMB232.6 million (US$33.3 million) and free cash flow was RMB31.5 million (US$4.5 million) for the December Quarter.

 

Financial Highlights for the Full Year

 

· Revenue increased 26.2% year over year to RMB21,443.8 million (US$3,066.4 million).

 

· MINISO Group overall SSSG recorded a low-single-digit level.

 

· Gross profit increased 26.3% year over year to RMB9,648.1 million (US$1,379.7 million).

 

· Gross margin was 45.0%, compared to 44.9% last year.

 

· Operating profit was RMB3,303.1 million (US$472.3 million), compared to RMB3,315.8 million last year, due to higher equity-settled share-based payment expenses related to TOP TOY.

 

· Adjusted operating profit(3) increased 7.9% year over year to RMB3,671.0 million (US$524.9 million), with adjusted operating margin of 17.1%.

 

· Profit for the period was RMB1,209.8 million (US$173.0 million), compared with RMB2,635.4 million last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB812.7 million (US$116.2 million), (ii) equity-settled share-based payment expenses of RMB367.9 million (US$52.6 million), (iii) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB279.0 million (US$39.9 million), (iv) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, and (v) other expenses of RMB70.3 million (US$10.1 million) including loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives related to the Equity Linked Securities, which have been excluded in non-IFRS financial measurement(3).

 

· Adjusted net profit(3) increased 6.5% to RMB2,898.2 million (US$414.4 million).

 

· Adjusted net margin(3) was 13.5%, compared to 16.0% last year.

 

· Adjusted EBITDA(3) increased 14.4% year over year to RMB4,959.9 million (US$709.3 million).

 

· Adjusted EBITDA margin(3) was 23.1%, compared to 25.5% last year.

 

· Adjusted basic earnings per ADS(3) increased 8.3% year over year to RMB9.44 (US$1.35).

 

· Adjusted diluted earnings per ADS(3) increased 7.8% year over year to RMB9.36 (US$1.34). The year-over-year growth of adjusted basic and diluted earnings per ADS was higher than the year-over-year growth of 6.5% of adjusted net profit, thanks to the share repurchase of the Company.

 

· Cash position(4) was RMB7,087.9 million (US$1,013.6 million) as of December 31, 2025, compared to RMB6,698.1 million as of December 31, 2024.

 

· Net cash from operating activities was RMB2,577.9 million (US$368.6 million), with an operating cash flow to adjusted net profit ratio of 88.9%. CAPEX was RMB997.7 million (US$142.7 million) and free cash flow was RMB1,580.2 million (US$225.9 million) for the Full Year.

 

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Store Network Expansion

 

As of December 31, 2025, the Company’s total store count reached 8,485, representing a net increase of 705 year over year.

 

· MINISO Brand: totaled 8,151 stores (647 net new openings in 2025), driven by:

 

· Chinese Mainland: 4,568 stores (up 182 year over year).

· Overseas Markets: 3,583 stores (up 465 year over year).

 

· TOP TOY Brand: totaled 334 stores, representing a net increase of 58 year over year.

 

 

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) Revenue from TOP TOY brand only represents revenue generated from external parties.

 

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

 

(4) “Cash position” refers to the combined balance of the Company’s cash and cash equivalents, restricted cash, term deposits with original maturity over three months, and other investments recorded as current assets.

 

The following table provides a breakdown of the Company’s store network and its changes on a year-over-year basis. The number of directly operated stores reached 768 on group level. 71.9% of new MINISO stores in the past twelve months were located in overseas markets.

 

    As of        
    December 31, 2024     December 31, 2025     YoY  
Number of stores on group level     7,780       8,485       705  
Number of MINISO stores     7,504       8,151       647  
Chinese mainland     4,386       4,568       182  
—Directly operated stores     25       18       (7 )
—Stores operated under Retail Partner model     4,335       4,522       187  
—Stores operated under distributor model     26       28       2  
Overseas markets     3,118       3,583       465  
—Directly operated stores     503       700       197  
—Stores operated under Retail Partner model     404       432       28  
—Stores operated under distributor model     2,211       2,451       240  
Number of TOP TOY stores     276       334       58  
Chinese mainland     272       304       32  
—Directly operated stores     38       35       (3 )
—Stores operated under Retail Partner model     234       269       35  
Overseas markets     4       30       26  
—Directly operated stores     2       15       13  
—Stores operated under Retail Partner model     2       4       2  
—Stores operated under distributor model     -       11       11  

 

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Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, "December Quarter closed out a year of our solid execution in 2025. Both quarterly and annual revenue have achieved new heights and crossed the milestones of RMB6 billion and RMB20 billion, respectively. In December Quarter, our strategic markets such as Chinese Mainland and the U.S. market were strong outperformers. We were thrilled to see strong momentum in MINISO Chinese Mainland in December Quarter, with highest year-over-year revenue growth of 25.0% over the past 8 quarters, powered by its robust SSSG of mid-teens level. Despite tariff headwinds, MINISO brand in the U.S market reached a robust low-twenties SSSG this quarter. This success reflects our global expertise and strategic foresight, as well as the structural resilience built through an agile supply chain. At the same time, it strongly validates our strategic direction and execution, further bolstering our confidence in our growth.

 

We remain steadfast in our commitment to high-quality development, propelling our brand momentum to new heights. This year, we achieved higher revenue growth with fewer net store openings, marking a more disciplined and efficient growth model. Leveraging new retail formats across channels, represented by MINISO SPACE, MINISO LAND and MINISO FRIENDS, we are converting global scale into sustainable brand influence. We are evolving our stores into resonant interactive spaces, fostering deeper and more lasting emotional bonds with our consumers."

 

"Looking ahead, we are continuing to reinforce our creative-driven momentum. By staying curious and committed to continuous learning, we are strengthening a resilient brand ecosystem centered on interest-driven consumption, delivering joy and value that remains steadfast through global cycles." Mr. Ye continued.

 

Mr. Eason Zhang, CFO of MINISO, commented, “Thanks to outstanding performance of all segments, year-over-year growth of both quarterly and annual revenue outperformed our previous guidance. In December Quarter, gross profit margin reached 46.4%. Adjusted operating profit increased 11.7% to RMB1,062.2 million, with adjusted operating margin of 17.0%. Adjusted EBITDA increased 15.7% to RMB1,419.3 million, with adjusted EBITDA margin of 22.7%. Adjusted earnings per ADS increased 9.4% to RMB2.80. For the year of 2025, net cash from operation activities reached RMB2,577.9 million, as a ratio of 88.9% of adjusted net profit. As of the end of 2025, we still maintained a strong cash position of RMB7,087.9 million. In 2025, the Board approved an automatic share repurchase program to repurchase shares up to HK$1.8 billion from the open markets, underscoring our unwavering confidence in MINISO’s intrinsic value and ensuring that our buyback momentum remained uninterrupted even during restricted periods. We have returned shareholders RMB1,907.0 million in 2025, including record-high share buyback of RMB549.2 million and dividends of RMB1,357.8 million, accounting for 65.8% of adjusted net profit for 2025.

 

In addition, we are pleased to announce a final dividend in the amount of around RMB809.7 million, which was approximately 50% of the adjusted net profit generated in the second half of 2025, payable in April 2026. Our capital allocation strategy in the future will continue to balance growth and our commitment to bringing stable and foreseeable returns to shareholders.”

 

"As we head into 2026, we uphold our commitment to capital discipline, driving operational leverage enterprise-wise. Our focus remains on delivering durable top-line growth and margin improvement by maintaining a flexible and agile posture to mitigate macroeconomic risks as well as sharpening our operational efficiency. By remaining highly responsive to market shifts and capitalizing on new growth drivers, we are well-positioned to navigate external volatility and deliver sustainable and long-term returns to our shareholders." Mr. Zhang concluded.

 

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Dividend Declaration

 

On March 31, 2026, the Board approved the distribution of a final cash dividend in the amount of US$0.3764 per ADS, or US$0.0941 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on April 20, 2026, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for holders of ordinary shares in Hong Kong will be April 17, 2026; and the ex-dividend date for holders of ADSs will be April 20, 2026. The payment date is expected to be on April 29, 2026 for holders of ordinary shares and around May 4, 2026 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$115.8 million (RMB809.7 million), at an exchange rate of RMB6.9931 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 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 final dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 P.M on April 20, 2026 (Beijing/Hong Kong Time). The record date is April 20, 2026 (Beijing/Hong Kong Time).

 

Financial Results for the December Quarter

 

Revenue was RMB6,254.1 million (US$894.3 million), representing an increase of 32.7% year over year.

 

Revenue from MINISO brand increased by 27.7% year over year to RMB5,654.4 million (US$808.6 million), including (i) an increase of 25.0% in revenue from MINISO brand in Chinese mainland, accelerating sequentially by quarters since 2025, and (ii) an increase of 30.5% in revenue from MINISO brand in overseas markets. Overseas revenue contributed to 49.2% of revenue from MINISO brand.

 

Revenue(1) from TOP TOY brand increased by 111.8% to RMB599.0 million (US$85.7 million).

 

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

 

Cost of sales was RMB3,352.9 million (US$479.5 million), representing an increase of 34.4% year over year.

 

Gross profit was RMB2,901.1 million (US$414.9 million), representing an increase of 30.8% year over year.

 

Gross margin was 46.4%, compared to 47.0% in the same period last year. The year-over-year change in gross profit margin resulted from strategic product mix optimization to drive top-line performance, partially offset by a structural benefit from higher revenue mix of directly operating business.

 

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Selling and distribution expenses were RMB1,654.9 million (US$236.6 million), representing an increase of 65.3% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB1,544.8 million (US$220.9 million), representing an increase of 47.4% year over year. The year-over-year increase was mainly attributable to the Company’s investments into directly operated stores to pursue the future success of the Company’s business, especially in strategic overseas markets such as the U.S. market. As of December 31, 2025, total number of directly operated stores on the group level was 768, compared to 568 as of December 31, 2024. In the December Quarter, revenue from directly operated stores increased 61.1%, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased 41.1%, decelerating from the year-over-year increase of 54.5% for the first nine months of 2025. Licensing expenses increased 107.0%, which was in relation to the Company’s strategic commitment to IP development to pave the way for future growth, as a percentage of around 3% of revenue, compared to 2% in the same period last year. Promotion and advertising expenses increased 30.2%, as a percentage of revenue stabilizing at around 4% in both comparative periods. Logistics expenses increased 19.2% year over year.

 

General and administrative expenses were RMB377.9 million (US$54.0 million), representing an increase of 36.5% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB336.5 million (US$48.1 million), representing an increase of 36.3% 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 RMB63.1 million (US$9.0 million), compared to RMB36.2 million in the same period last year. The year-over-year increase was mainly due to an increase in fair value of other investments, partially offset by a larger net foreign exchange loss compared with the same period last year.

 

Operating profit was RMB910.6 million (US$130.2 million), compared with RMB968.4 million in the same period last year, due to higher equity-settled share-based payment expenses in December Quarter.

 

Adjusted operating profit(2) was RMB1,062.2 million (US$151.9 million), representing an increase of 11.7% year over year, with adjusted operating margin of 17.0%.

 

Net finance cost was RMB93.6 million (US$13.4 million), compared to RMB16.1 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(2), 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 RMB550.4 million (US$78.7 million), compared to share of profit of RMB3.7 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(2).

 

Changes in fair value of redemption liabilities were RMB158.5 million (US$22.7 million), which was a loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025 and has been excluded in non-IFRS financial measures(2).

 

Other expenses were RMB59.1 million (US$8.5 million), mainly attributable to loss 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(2).

 

Effective tax rate was 384.4%, compared to 15.3% in the same period last year. The elevated effective tax rate in December Quarter was primarily driven by non-deductible losses at the consolidation level.

 

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Adjusted effective tax rate(2) was 20.2%, which excluded the impact on effective tax rate as a result of adjusted items, compared to 15.6% in the same period last year.

 

Loss for the period was RMB139.4 million (US$19.9 million), compared to profit for the period of RMB809.7 million in the same period last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB547.5 million (US$78.3 million), (ii) equity-settled share-based payment expenses of RMB151.6 million (US$21.7 million), (iii) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, (iv) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB75.3 million (US$10.8 million), and (v) other expenses of RMB59.1 million (US$8.5 million) including loss from fair value change of derivatives in relation to the Equity Linked Securities under mark-to-market impact, which have been excluded in non-IFRS financial measurement(2).

 

Adjusted net profit(2) was RMB852.7 million (US$121.9 million), increased by 7.6% year over year.

 

Adjusted net margin(2) was 13.6%, compared to 16.8% in the same period last year.

 

Adjusted EBITDA(2) was RMB1,419.3 million (US$203.0 million), representing an increase of 15.7% year over year.

 

Adjusted EBITDA margin(2) was 22.7%, compared to 26.0% in the same period last year.

 

Basic and diluted loss per ADS were both RMB0.48 (US$0.07) in the December Quarter, compared with the basic and diluted earnings per ADS of RMB2.60 in the same period last year.

 

Adjusted basic and diluted earnings per ADS(2) were both RMB2.80 (US$0.40) in the December Quarter, representing a year-over-year growth of 9.4%, higher than the year-over-year growth of 7.6% of adjusted net profit, thanks to the share repurchase of the Company.

 

Net cash from operating activities as RMB264.1 million (US$37.8 million) in December Quarter. CAPEX was RMB232.6 million (US$33.3 million) and free cash flow was RMB31.5 million (US$4.5 million) for the December Quarter.

 

Financial Results for the Full Year

 

Revenue was RMB21,443.8 million (US$3,066.4 million), representing an increase of 26.2% year over year.

 

Revenue from MINISO brand increased by 22.0% to RMB19,524.9 million (US$2,792.0 million), including (i) an increase of 16.8% in revenue from MINISO brand in Chinese mainland, with its annual revenue exceeding RMB10 billion for the first time, and (ii) an increase of 29.3% in revenue from MINISO brand in overseas markets. The overseas revenue contributed to 44.2% of revenue from MINISO brand.

 

Revenue(1) from TOP TOY brand increased by 94.8% to RMB1,915.6 million (US$273.9 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.

 

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Cost of sales was RMB11,795.7 million (US$1,686.8 million), representing an increase of 26.1% year over year.

 

Gross profit was RMB9,648.1 million (US$1,379.7 million), representing an increase of 26.3% year over year.

 

Gross margin was 45.0%, compared to 44.9% last year.

 

Selling and distribution expenses were RMB5,265.8 million (US$753.0 million), increased by 49.6% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB5,045.7 million (US$721.5 million), increased by 43.9% year over year.

 

General and administrative expenses were RMB1,225.4 million (US$175.2 million), increased by 31.5% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB1,077.5 million (US$154.1 million), increased by 25.3% year over year.

 

Other net income was RMB195.6 million (US$28.0 million), compared to RMB114.7 million last year. The year-over-year increase was mainly due to (i) an increase in fair value of other investments and investment income in wealth management products, and (ii) a smaller net foreign exchange loss compared with last year.

 

Operating profit was RMB3,303.1 million (US$472.3 million), compared to RMB3,315.8 million last year, due to higher equity-settled share-based payment expenses related to TOP TOY.

 

Adjusted operating profit(2) was RMB3,671.0 million (US$524.9 million), representing an increase of 7.9% year over year, with adjusted operating margin of 17.1%.

 

Net finance cost was RMB326.5 million (US$46.7 million), compared to net finance income of RMB25.8 million 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(2), 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 RMB834.5 million (US$119.3 million), compared with share of profit of RMB6.0 million 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(2).

 

Changes in fair value of redemption liabilities were RMB158.5 million (US$22.7 million), which was a loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025 and has been excluded in non-IFRS financial measures(2).

 

Other expenses were RMB70.3 million (US$10.1 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(2).

 

Effective tax rate was 36.8%, compared to 21.3% last year. The elevated effective tax rate was primarily driven by non-deductible losses at the consolidation level.

 

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Adjusted effective tax rate(2) was 20.1%, which excluded the impact on effective tax rate as a result of adjusted items, compared to 20.7% last year.

 

Profit for the period was RMB1,209.8 million (US$173.0 million), compared to RMB2,635.4 million last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB812.7 million (US$116.2 million), (ii) equity-settled share-based payment expenses of RMB367.9 million (US$52.6 million), (iii) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB279.0 million (US$39.9 million), (iv) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, and (v) other expenses of RMB70.3 million (US$10.1 million) including loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives related to the Equity Linked Securities, which have been excluded in non-IFRS financial measurement(2).

 

Adjusted net profit(2) increased 6.5% year over year to RMB2,898.2 million (US$414.4 million).

 

Adjusted net margin(2) was 13.5%, compared to 16.0% last year.

 

Adjusted EBITDA(2) increased 14.4% year over year to RMB4,959.9 million (US$709.3 million).

 

Adjusted EBITDA margin(2) was 23.1%, compared to 25.5% last year.

 

Basic earnings per ADS was RMB3.92 (US$0.56), compared to RMB8.44 last year.

 

Diluted earnings per ADS was RMB3.92 (US$0.56), compared to RMB8.40 last year.

 

Adjusted basic earnings per ADS(2) increased 8.3% year over year to RMB9.44 (US$1.35), compared to RMB8.72 last year.

 

Adjusted diluted earnings per ADS(2) increased 7.8% year over year to RMB9.36 (US$1.34), compared to RMB8.68 last year. The year-over-year growth of adjusted basic and diluted earnings per ADS was higher than the year-over-year growth of 6.5% of adjusted net profit, thanks to the share repurchase of the Company.

 

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 RMB7,087.9 million (US$1,013.6 million) as of December 31, 2025, compared to RMB6,698.1 million as of December 31, 2024.

 

Net cash from operating activities was RMB2,577.9 million (US$368.6 million), with an operating cash flow to adjusted net profit ratio of 88.9%. CAPEX was RMB997.7 million (US$142.7 million) and free cash flow was RMB1,580.2 million (US$225.9 million) for the Full Year.

 

 

Notes:

 

(1) Revenue from TOP TOY brand only represents revenue generated from external parties.

 

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

 

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Conference Call

 

The Company’s management will hold an earnings conference call at 5:00 A.M. Eastern Time on Tuesday, March 31, 2026 (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 via the following methods:

 

Access 1

 

Join Zoom meeting.

 

Zoom link: https://zoom.us/j/96682426410?pwd=oaoHL89u0ocUW6ysi327wsp64m2PYv.1

Meeting Number: 966 8242 6410

Meeting Passcode: 9896

 

Access 2

 

Listeners of the meeting may access the call by dialing the following numbers and using the same meeting number and passcode as 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 of the meeting can also access the call 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 high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs. Since opening our first store in Chinese mainland in 2013, the Company has successfully built two brands – “MINISO” and “TOP TOY”. The Company’s flagship brand “MINISO” has grown into a globally recognized retail brand that offers a frequently-refreshed assortment of lifestyle products through an extensive store network worldwide. The Company’s products cover diverse consumer needs and consumers are drawn to MINISO for our products’ trendiness, creativeness, high quality and affordability. For more information, please visit https://ir.miniso.com/.

 

Exchange Rate

 

The U.S. dollar (US$) amounts disclosed in this press release, except for those transaction amounts that were actually settled in U.S. dollars, are presented solely for the convenience of the readers. The conversion of Renminbi (RMB) into US$ in this press release is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of December 31, 2025, which was RMB6.9931 to US$1.0000. The percentages stated in this press release are calculated based on the RMB amounts.

 

  10  

 

Non-IFRS Financial Measures

 

In evaluating the business, MINISO considers and uses adjusted operating profit, adjusted operating margin, adjusted effective tax rate, 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 effective tax rate as the effective tax rate excluding the tax impact of adjusted items, under non-IFRS financial measures. 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, interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, share of profit or loss of Yonghui, net of tax, and changes in fair value of redemption liabilities arising from preferred shares. 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 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. Adjusted EBITDA margin is computed by dividing adjusted EBITDA by revenue for the period. MINISO computes adjusted basic and diluted net earnings per ADS by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of ADSs represented by the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis. MINISO computes adjusted basic and diluted net earnings per share in the same way as it calculates adjusted basic and diluted net earnings per ADS, except that it uses the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis as the denominator instead of the number of ADSs represented by these ordinary shares.

 

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

 

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

 

  11  

 

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 financial measures, as shown below. The non-IFRS financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting the usefulness of such measures when analyzing MINISO’s data comparatively. MINISO encourages you to review its financial information in its entirety and not rely on a single financial measure.

 

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

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “believe”, “is/are likely to”, “potential”, “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain forward-looking statements. MINISO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”) and The Stock Exchange of Hong Kong Limited (the “HKEX”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about MINISO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: MINISO’s mission, goals and strategies; future business development, financial conditions and results of operations; the expected growth of the retail market and the market of branded variety retail of lifestyle products in China and globally; expectations regarding demand for and market acceptance of MINISO’s products; expectations regarding MINISO’s relationships with consumers, suppliers, MINISO Retail Partners, local distributors, and other business partners; competition in the industry; proposed use of proceeds; and relevant government policies and regulations relating to MINISO’s business and the industry. Further information regarding these and other risks is included in MINISO’s filings with the SEC and the HKEX. All information provided in this press release and in the attachments is as of the date of this press release, and MINISO undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

Investor Relations Contact:

 


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

 

  12  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands)

 

    As at     As at  
    December 31, 2024     December 31, 2025  
    (Audited)     (Unaudited)  
      RMB’000       RMB’000       US$’000  
ASSETS                        
Non-current assets                        
Property, plant and equipment     1,436,939       2,109,385       301,638  
Right-of-use assets     4,172,083       5,121,039       732,299  
Intangible assets     8,802       94,951       13,578  
Goodwill     21,418       223,187       31,915  
Deferred tax assets     181,948       288,679       41,281  
Other investments     123,399       201,727       28,847  
Trade and other receivables     341,288       247,511       35,394  
Term deposits     140,183       -       -  
Financial derivative assets     -       774,103       110,695  
Interests in equity-accounted investees     38,567       5,486,648       784,580  
                         
      6,464,627       14,547,230       2,080,227  
                         
Current assets                        
Other investments     100,000       -       -  
Inventories     2,750,389       3,691,238       527,840  
Trade and other receivables     2,207,013       3,307,129       472,913  
Cash and cash equivalents     6,328,121       6,817,129       974,836  
Restricted cash     1,026       54,229       7,755  
Term deposits     268,952       216,567       30,969  
                         
      11,655,501       14,086,292       2,014,313  
                         
Total assets     18,120,128       28,633,522       4,094,540  

 

  13  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)

(Expressed in thousands)

 

 

    As at     As at  
    December 31, 2024     December 31, 2025  
    (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000  
EQUITY                        
Share capital     94       94       13  
Additional paid-in capital     4,683,577       2,887,905       412,965  
Other reserves     1,329,126       2,232,854       319,294  
Retained earnings     4,302,177       5,497,910       786,191  
                         
Equity attributable to equity shareholders of the Company     10,314,974       10,618,763       1,518,463  
Non-controlling interests     40,548       100,508       14,372  
                         
Total equity     10,355,522       10,719,271       1,532,835  
                         
LIABILITIES                        
Non-current liabilities                        
Contract liabilities     35,145       22,418       3,206  
Loans and borrowings     4,310       5,415,416       774,394  
Other payables     59,842       72,586       10,380  
Lease liabilities     1,903,137       2,713,798       388,068  
Financial derivative liabilities     -       1,184,050       169,317  
Deferred income     34,983       33,053       4,727  
                         
      2,037,417       9,441,321       1,350,092  

 

  14  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)

(Expressed in thousands)

 

    As at     As at  
    December 31, 2024     December 31, 2025  
    (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000  
Current liabilities                        
Contract liabilities     323,292       388,746       55,590  
Loans and borrowings     566,955       1,751,018       250,392  
Trade and other payables     3,943,988       4,516,491       645,851  
Lease liabilities     635,357       950,784       135,960  
Deferred income     5,376       965       138  
Current taxation     252,221       291,245       41,647  
Redemption liabilities arising from preferred shares     -       573,681       82,035  
                         
      5,727,189       8,472,930       1,211,613  
                         
Total liabilities     7,764,606       17,914,251       2,561,705  
                         
Total equity and liabilities     18,120,128       28,633,522       4,094,540  

 

  15  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

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

 

 

    Three months ended December 31,     Twelve months ended December 31,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Revenue     4,712,705       6,254,070       894,320       16,994,025       21,443,827       3,066,426  
Cost of sales     (2,495,407 )     (3,352,941 )     (479,464 )     (9,356,965 )     (11,795,708 )     (1,686,764 )
                                                 
Gross profit     2,217,298       2,901,129       414,856       7,637,060       9,648,119       1,379,662  
Other income     3,570       10,458       1,495       21,595       19,377       2,771  
Selling and distribution expenses     (1,000,985 )     (1,654,883 )     (236,645 )     (3,519,534 )     (5,265,758 )     (752,993 )
General and administrative expenses     (276,870 )     (377,915 )     (54,041 )     (931,651 )     (1,225,373 )     (175,226 )
Other net income     36,242       63,091       9,022       114,696       195,610       27,972  
(Credit loss)/reversal of credit loss on trade and other receivables     (7,095 )     (12,113 )     (1,732 )     2,469       (33,241 )     (4,753 )
Impairment loss on non-current assets     (3,742 )     (19,161 )     (2,740 )     (8,846 )     (35,611 )     (5,092 )
                                                 
Operating profit     968,418       910,606       130,215       3,315,789       3,303,123       472,341  
Finance income     18,999       18,309       2,618       118,672       104,421       14,932  
Finance costs     (35,093 )     (111,889 )     (16,000 )     (92,915 )     (430,930 )     (61,622 )
                                                 
Net finance (costs)/income     (16,094 )     (93,580 )     (13,382 )     25,757       (326,509 )     (46,690 )
Share of profit/(loss) of equity-accounted investees, net of tax     3,676       (550,402 )     (78,706 )     5,986       (834,453 )     (119,325 )
Other expenses     -       (59,134 )     (8,456 )     -       (70,332 )     (10,057 )
Changes in fair value of redemption liabilities     -       (158,491 )     (22,664 )     -       (158,491 )     (22,664 )
                                                 
Profit before taxation     956,000       48,999       7,007       3,347,532       1,913,338       273,605  
Income tax expense     (146,272 )     (188,373 )     (26,937 )     (712,104 )     (703,524 )     (100,603 )
                                                 
Profit/(loss) for the period     809,728       (139,374 )     (19,930 )     2,635,428       1,209,814       173,002  
                                                 
Attributable to:                                                
Equity shareholders of the Company     805,693       (141,524 )     (20,237 )     2,617,560       1,205,045       172,320  
Non-controlling interests     4,035       2,150       307       17,868       4,769       682  
                                                 
Earnings/(Loss) per share for ordinary shares                                                
-Basic     0.65       (0.12 )     (0.02 )     2.11       0.98       0.14  
-Diluted     0.65       (0.12 )     (0.02 )     2.10       0.98       0.14  
                                                 

Earnings/(loss) per ADS

(Each ADS represents 4 ordinary shares)

                                               
-Basic     2.60       (0.48 )     (0.07 )     8.44       3.92       0.56  
-Diluted     2.60       (0.48 )     (0.07 )     8.40       3.92       0.56  

 

  16  

 

 

 

MINISO GROUP HOLDING LIMITED

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

(Expressed in thousands)  

 

    Three months ended December 31,     Twelve months ended December 31,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Profit/(loss) for the period     809,728       (139,374 )     (19,930 )     2,635,428       1,209,814       173,002  
                                                 
Items that may be reclassified subsequently to profit or loss:                                                
Exchange differences on translation of financial statements of foreign operations     3,420       8,690       1,243       19,128       2,914       417  
Share of other comprehensive loss of equity-accounted investees     -       (1,046 )     (150 )     -       (1,046 )     (150 )
                                                 
Other comprehensive income for the period     3,420       7,644       1,093       19,128       1,868       267  
                                                 
Total comprehensive income/(loss) for the period     813,148       (131,730 )     (18,837 )     2,654,556       1,211,682       173,269  
                                                 
Attributable to:                                                
Equity shareholders of the Company     812,694       (132,845 )     (18,996 )     2,635,833       1,210,528       173,104  
Non-controlling interests     454       1,115       159       18,723       1,154       165  

 

  17  

 

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES

(Expressed in thousands, except for percentages)

 

    Three months ended December 31,     Twelve months ended December 31,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Reconciliation of operating profit for the period to adjusted operating profit                                  
Operating profit     968,418       910,606       130,215       3,315,789       3,303,123       472,341  
Add back:                                                
Equity-settled share-based payment expenses     (17,206 )     151,555       21,672       85,184       367,869       52,605  
Adjusted operating profit     951,212       1,062,161       151,887       3,400,973       3,670,992       524,946  
Adjusted operating margin     20.2 %     17.0 %     17.0 %     20.0 %     17.1 %     17.1 %

 

  18  

 

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)

(Expressed in percentages)

 

    Three months ended December 31,     Twelve months ended December 31,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Audited)     (Unaudited)  
Reconciliation of effective tax rate to adjusted effective tax rate:                        
Effective tax rate     15.3 %     384.4 %     21.3 %     36.8 %
                                 
Impact on effective tax rate as a result of adjusted items     0.3 %     (364.2 )%     (0.6 )%     (16.7 )%
Adjusted effective tax rate     15.6 %     20.2 %     20.7 %     20.1 %

 

  19  

 

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)

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

                         

    Three months ended December 31,     Twelve months ended December 31,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Reconciliation of profit for the period to adjusted net profit:                                    
Profit/(loss) for the period     809,728       (139,374 )     (19,930 )     2,635,428       1,209,814       173,002  
Add back:                                                
Equity-settled share-based payment expenses     (17,206 )     151,555       21,672       85,184       367,869       52,605  
Loss from fair value change of derivatives(1)(2)     -       59,134       8,456       -       25,668       3,670  
Issuance cost of derivatives(1)(3)     -       -       -       -       44,664       6,387  
Interest expenses related to Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui(1)     -       75,316       10,770       -       278,973       39,893  
-Interest expenses related to the Equity Linked Securities(4)     -       51,365       7,345       -       192,342       27,505  
-Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui     -       23,951       3,425       -       86,631       12,388  
Share of loss of Yonghui, net of tax(1)     -       547,545       78,298       -       812,684       116,212  
Changes in fair value of redemption liabilities(1)     -       158,491       22,664       -       158,491       22,664  
                                                 
Adjusted net profit     792,522       852,667       121,930       2,720,612       2,898,163       414,433  
Adjusted net margin     16.8 %     13.6 %     13.6 %     16.0 %     13.5 %     13.5 %
                                                 
Attributable to:                                                
Equity shareholders of the Company     788,300       849,492       121,476       2,702,191       2,891,345       413,458  
Non-controlling interests     4,222       3,175       454       18,421       6,818       975  
                                                 
Adjusted net earnings per share(5)                                                
-Basic     0.64       0.70       0.10       2.18       2.36       0.34  
-Diluted     0.64       0.70       0.10       2.17       2.34       0.33  
                                                 
Adjusted net earnings per ADS (Each ADS represents 4 ordinary shares)                                                
-Basic     2.56       2.80       0.40       8.72       9.44       1.35  
-Diluted     2.56       2.80       0.40       8.68       9.36       1.34  

 

  20  

 

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)

(Expressed in thousands, except for percentages)

 

    Three months ended December 31,     Twelve months ended December 31,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Audited)     (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     792,522       852,667       121,930       2,720,612       2,898,163       414,433  
Add back:                                                
Depreciation and amortization     253,304       341,735       48,867       808,694       1,206,305       172,499  
Finance costs excluding interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui     35,093       36,573       5,230       92,915       151,957       21,729  
Income tax expense     146,272       188,373       26,937       712,104       703,524       100,603  
Adjusted EBITDA     1,227,191       1,419,348       202,964       4,334,325       4,959,949       709,264  
Adjusted EBITDA margin     26.0 %     22.7 %     22.7 %     25.5 %     23.1 %     23.1 %

 

 

Notes:

 

(1) These adjustment items have been excluded from the calculation of adjusted net profit as the Company does not consider such items to be indicative of its operating performance of core business in the future.

 

(2) 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 primarily by movements in the underlying share price.

 

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

 

(4) For the three months ended December 31, 2025, the RMB51.4 million interest expenses related to the Equity Linked Securities included RMB46.5 million non-cash portion and RMB4.9 million cash expense.

 

For the twelve months ended December 31, 2025, the RMB192.3 million interest expenses related to the Equity Linked Securities included RMB173.4 million non-cash portion and RMB18.9 million cash expense.

 

(5) 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.

 

  21  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

(Expressed in thousands, except for percentages)

 

    Three months ended December 31,         Twelve months ended December 31,      
    2024   2025       2024   2025    
      RMB’000     RMB’000     US$’000     YoY       RMB’000     RMB’000     US$’000     YoY  
Revenue                                                    
MINISO Brand     4,428,593     5,654,421     808,571     27.7 %     16,002,565     19,524,901     2,792,023     22.0 %
-Chinese mainland     2,296,877     2,871,989     410,689     25.0 %     9,328,231     10,896,147     1,558,128     16.8 %
-Overseas markets     2,131,716     2,782,432     397,882     30.5 %     6,674,334     8,628,754     1,233,895     29.3 %
TOP TOY Brand(1)     282,808     599,037     85,661     111.8 %     983,525     1,915,618     273,930     94.8 %
Others     1,304     612     88     (53.1 )%     7,935     3,308     473     (58.3 )%
      4,712,705     6,254,070     894,320     32.7 %     16,994,025     21,443,827     3,066,426     26.2 %

 

 

Note:

 

(1) Revenue from TOP TOY brand only represents revenue generated from external parties.

 

  22  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

NUMBER OF MINISO STORES IN CHINESE MAINLAND

 

    As of        
   

December 31,

2024

   

December 31,

2025

    YoY  
By City Tiers                        
First-tier cities     587       609       22  
Second-tier cities     1,822       1,881       59  
Third- and lower-tier cities     1,977       2,078       101  
Total     4,386       4,568       182  

 

  23  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

NUMBER OF MINISO STORES IN OVERSEAS MARKETS

               

    As of        
   

December 31,

2024

   

December 31,

2025

    YoY  
By Regions                        
Asia excluding China     1,611       1,793       182  
North America     350       461       111  
Latin America     637       722       85  
Europe     295       361       66  
Others     225       246       21  
Total     3,118       3,583       465  

 

*For identification purpose only

 

  24  

 

EX-99.5 6 tm2610734d1_ex99-5.htm EXHIBIT 99.5

 

Exhibit 99.5

 

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

 

 

MINISO Group Holding Limited

名 創 優 品 集 團 控 股 有 限 公 司

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

(Stock Code: 9896)

 

INSIDE INFORMATION

QUARTER AND FULL YEAR

UNAUDITED FINANCIAL RESULTS ENDED

DECEMBER 31, 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 full year ended December 31, 2025.

 

The Company is pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries for the three months and full year ended December 31, 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 March 31, 2026 (Eastern Standard Time), in relation to the unaudited financial results for the three months and full year ended December 31, 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 full year ended December 31, 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, March 31, 2026

 

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

 

  2  

 

SCHEDULE I

 

MINISO Group Announces December Quarter and Full Year of 2025 Unaudited Financial Results

 

Record Revenue Driven by Strong Brand Momentum and Successful Store Matrix Upgrade Quarterly and Annual Revenue both Hit Record Highs, Exceeding Expectations

Adjusted Operating Profit and EBITDA Delivered Robust Double-Digit Growth in December Quarter

MINISO Brand Posted Its Highest Year-over-year Revenue Growth in 8 Quarters

Chinese Mainland and the U.S. Market Delivered Exceptional Mid-Teens and Low-Twenties SSSG in December Quarter, Respectively

TOP TOY Brand Saw Successive Triple-Digit Revenue(2) Growth Net New Stores Exceeded 700 in 2025

RMB1,907.0 Million Returned to Shareholders in 2025, Representing 66% of Adjusted Net Profit

 

GUANGZHOU, China, March 31, 2026/PRNewswire/- MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs, today announced its unaudited financial results for the three months and the full year ended December 31, 2025 (the “December Quarter” and the “Full Year”, respectively).

 

Financial Highlights for the December Quarter

 

· Revenue increased 32.7% year over year to RMB6,254.1 million (US$894.3 million), above the high end of the Company’s previous guidance range of 25%-30%.

 

· MINISO Group delivered resilient performance with overall same-store GMV(1) growth (the “SSSG”)recording a mid-single-digit level.

 

· Gross profit increased 30.8% year over year to RMB2,901.1 million (US$414.9 million).

 

· Gross margin was 46.4%, compared to 47.0% in the same period last year.

 

· Operating profit was RMB910.6 million (US$130.2 million), compared to RMB968.4 million in the same period last year, due to higher equity-settled share-based payment expenses in December Quarter.

 

  3  

 

· Adjusted operating profit(3) increased 11.7% year over year to RMB1,062.2 million (US$151.9 million), with adjusted operating margin of 17.0%.

 

· Loss for the period was RMB139.4 million (US$19.9 million), compared to a profit for the period of RMB809.7 million in the same period last year. The year-over-year change was mainly due to (i) share of loss of Yonghui Superstores Co., Ltd*(永輝超市股份有限公司) (“Yonghui”) of RMB547.5 million (US$78.3 million), (ii) equity-settled share-based payment expenses of RMB151.6 million (US$21.7 million), (iii) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, (iv) interest expenses related to the equity linked securities issued by the Company in January 2025 (the “Equity Linked Securities”) and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB75.3 million (US$10.8 million), and (v) other expenses of RMB59.1 million (US$8.5 million) including loss from fair value change of derivatives in relation to the Equity Linked Securities under mark-to-market impact, which have been excluded in non-IFRS financial measurement(3).

 

· Adjusted net profit(3) increased 7.6% year over year to RMB852.7 million (US$121.9 million).

 

· Adjusted net margin(3) was 13.6%, compared to 16.8% in the same period last year.

 

· Adjusted EBITDA(3) increased 15.7% year over year to RMB1,419.3 million (US$203.0 million).

 

· Adjusted EBITDA margin(3) was 22.7%, compared to 26.0% in the same period last year.

 

· Adjusted basic and diluted earnings per American Depositary Share (the “ADS”)(3) were both RMB2.80 (US$0.40), representing a year-over-year growth of 9.4%, higher than the year-over-year growth of 7.6% of adjusted net profit, thanks to the share repurchase of the Company.

 

· Net cash from operating activities was RMB264.1 million (US$37.8 million) in December Quarter. Capital expenditure (the “CAPEX”) was RMB232.6 million (US$33.3 million) and free cash flow was RMB31.5 million (US$4.5 million) for the December Quarter.

 

Financial Highlights for the Full Year

 

· Revenue increased 26.2% year over year to RMB21,443.8 million (US$3,066.4 million).

 

· MINISO Group overall SSSG recorded a low-single-digit level.

 

  4  

 

· Gross profit increased 26.3% year over year to RMB9,648.1 million (US$1,379.7 million).

 

· Gross margin was 45.0%, compared to 44.9% last year.

 

· Operating profit was RMB3,303.1 million (US$472.3 million), compared to RMB3,315.8 million last year, due to higher equity-settled share-based payment expenses related to TOP TOY.

 

· Adjusted operating profit(3) increased 7.9% year over year to RMB3,671.0 million (US$524.9 million), with adjusted operating margin of 17.1%.

 

· Profit for the period was RMB1,209.8 million (US$173.0 million), compared with RMB2,635.4 million last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB812.7 million (US$116.2 million), (ii) equity-settled share-based payment expenses of RMB367.9 million (US$52.6 million), (iii) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB279.0 million (US$39.9 million), (iv) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, and (v) other expenses of RMB70.3 million (US$10.1 million) including loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives related to the Equity Linked Securities, which have been excluded in non-IFRS financial measurement(3).

 

· Adjusted net profit(3) increased 6.5% to RMB2,898.2 million (US$414.4 million).

 

· Adjusted net margin(3) was 13.5%, compared to 16.0% last year.

 

· Adjusted EBITDA(3) increased 14.4% year over year to RMB4,959.9 million (US$709.3 million).

 

· Adjusted EBITDA margin(3) was 23.1%, compared to 25.5% last year.

 

· Adjusted basic earnings per ADS(3) increased 8.3% year over year to RMB9.44 (US$1.35).

 

· Adjusted diluted earnings per ADS(3) increased 7.8% year over year to RMB9.36 (US$1.34). The year-over-year growth of adjusted basic and diluted earnings per ADS was higher than the year-over-year growth of 6.5% of adjusted net profit, thanks to the share repurchase of the Company.

 

  5  

 

· Cash position(4) was RMB7,087.9 million (US$1,013.6 million) as of December 31, 2025, compared to RMB6,698.1 million as of December 31, 2024.

 

· Net cash from operating activities was RMB2,577.9 million (US$368.6 million), with an operating cash flow to adjusted net profit ratio of 88.9%. CAPEX was RMB997.7 million (US$142.7 million) and free cash flow was RMB1,580.2 million (US$225.9 million) for the Full Year.

 

Store Network Expansion

 

As of December 31, 2025, the Company’s total store count reached 8,485, representing a net increase of 705 year over year.

 

· MINISO Brand: totaled 8,151 stores (647 net new openings in 2025), driven by:

 

· Chinese Mainland: 4,568 stores (up 182 year over year).

 

· Overseas Markets: 3,583 stores (up 465 year over year).

 

· TOP TOY Brand: totaled 334 stores, representing a net increase of 58 year over year.

 

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) Revenue from TOP TOY brand only represents revenue generated from external parties.

 

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

 

(4) “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.

 

  6  

 

The following table provides a breakdown of the Company’s store network and its changes on a year-over-year basis. The number of directly operated stores reached 768 on group level. 71.9% of new MINISO stores in the past twelve months were located in overseas markets.

 

    As of        
    December 31,
2024
    December 31,
2025
    YoY  
Number of stores on group level     7,780       8,485       705  
Number of MINISO stores     7,504       8,151       647  
Chinese mainland     4,386       4,568       182  
– Directly operated stores     25       18       (7 )
– Stores operated under Retail Partner model     4,335       4,522       187  
– Stores operated under distributor model     26       28       2  
Overseas markets     3,118       3,583       465  
– Directly operated stores     503       700       197  
– Stores operated under Retail Partner model     404       432       28  
– Stores operated under distributor model     2,211       2,451       240  
Number of TOP TOY stores     276       334       58  
Chinese mainland     272       304       32  
– Directly operated stores     38       35       (3 )
– Stores operated under Retail Partner model     234       269       35  
Overseas markets     4       30       26  
– Directly operated stores     2       15       13  
– Stores operated under Retail Partner model     2       4       2  
– Stores operated under distributor model           11       11  

 

  7  

 

Mr. Guofu Ye, Founder, Chairman, and CEO of MINISO, commented, “December Quarter closed out a year of our solid execution in 2025. Both quarterly and annual revenue have achieved new heights and crossed the milestones of RMB6 billion and RMB20 billion, respectively. In December Quarter, our strategic markets such as Chinese Mainland and the U.S. market were strong outperformers. We were thrilled to see strong momentum in MINISO Chinese Mainland in December Quarter, with highest year-over-year revenue growth of 25.0% over the past 8 quarters, powered by its robust SSSG of mid-teens level. Despite tariff headwinds, MINISO brand in the U.S. market reached a robust low-twenties SSSG this quarter. This success reflects our global expertise and strategic foresight, as well as the structural resilience built through an agile supply chain. At the same time, it strongly validates our strategic direction and execution, further bolstering our confidence in our growth.

 

We remain steadfast in our commitment to high-quality development, propelling our brand momentum to new heights. This year, we achieved higher revenue growth with fewer net store openings, marking a more disciplined and efficient growth model. Leveraging new retail formats across channels, represented by MINISO SPACE, MINISO LAND and MINISO FRIENDS, we are converting global scale into sustainable brand influence. We are evolving our stores into resonant interactive spaces, fostering deeper and more lasting emotional bonds with our consumers.”

 

“Looking ahead, we are continuing to reinforce our creative-driven momentum. By staying curious and committed to continuous learning, we are strengthening a resilient brand ecosystem centered on interest-driven consumption, delivering joy and value that remains steadfast through global cycles.” Mr. Ye continued.

 

Mr. Eason Zhang, CFO of MINISO, commented, “Thanks to outstanding performance of all segments, year-over-year growth of both quarterly and annual revenue outperformed our previous guidance. In December Quarter, gross profit margin reached 46.4%. Adjusted operating profit increased 11.7% to RMB1,062.2 million, with adjusted operating margin of 17.0%. Adjusted EBITDA increased 15.7% to RMB1,419.3 million, with adjusted EBITDA margin of 22.7%. Adjusted earnings per ADS increased 9.4% to RMB2.80. For the year of 2025, net cash from operation activities reached RMB2,577.9 million, as a ratio of 88.9% of adjusted net profit. As of the end of 2025, we still maintained a strong cash position of RMB7,087.9 million. In 2025, the Board approved an automatic share repurchase program to repurchase shares up to HK$1.8 billion from the open markets, underscoring our unwavering confidence in MINISO’s intrinsic value and ensuring that our buyback momentum remained uninterrupted even during restricted periods. We have returned shareholders RMB1,907.0 million in 2025, including record-high share buyback of RMB549.2 million and dividends of RMB1,357.8 million, accounting for 65.8% of adjusted net profit for 2025.

 

In addition, we are pleased to announce a final dividend in the amount of around RMB809.7 million, which was approximately 50% of the adjusted net profit generated in the second half of 2025, payable in April 2026. Our capital allocation strategy in the future will continue to balance growth and our commitment to bringing stable and foreseeable returns to shareholders.”

 

“As we head into 2026, we uphold our commitment to capital discipline, driving operational leverage enterprise-wise. Our focus remains on delivering durable top-line growth and margin improvement by maintaining a flexible and agile posture to mitigate macroeconomic risks as well as sharpening our operational efficiency. By remaining highly responsive to market shifts and capitalizing on new growth drivers, we are well-positioned to navigate external volatility and deliver sustainable and long-term returns to our shareholders.” Mr. Zhang concluded.

 

  8  

 

Dividend Declaration

 

On March 31, 2026, the Board approved the distribution of a final cash dividend in the amount of US$0.3764 per ADS or US$0.0941 per ordinary share, to holders of ADSs and ordinary shares of record as of the close of business on April 20, 2026, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for holders of ordinary shares in Hong Kong will be April 17, 2026; and the ex-dividend date for holders of ADSs will be April 20, 2026. The payment date is expected to be on April 29, 2026 for holders of ordinary shares and around May 4, 2026 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$115.8 million (RMB809.7 million), at an exchange rate of RMB6.9931 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 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 final dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 P.M on April 20, 2026 (Beijing/Hong Kong Time). The record date is April 20, 2026 (Beijing/Hong Kong Time).

 

Financial Results for the December Quarter

 

Revenue was RMB6,254.1 million (US$894.3 million), representing an increase of 32.7% year over year.

 

Revenue from MINISO brand increased by 27.7% year over year to RMB5,654.4 million (US$808.6 million), including (i) an increase of 25.0% in revenue from MINISO brand in Chinese mainland, accelerating sequentially by quarters since 2025, and (ii) an increase of 30.5% in revenue from MINISO brand in overseas markets. Overseas revenue contributed to 49.2% of revenue from MINISO brand.

 

  9  

 

Revenue(1) from TOP TOY brand increased by 111.8% to RMB599.0 million (US$85.7 million).

 

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

 

Cost of sales was RMB3,352.9 million (US$479.5 million), representing an increase of 34.4% year over year.

 

Gross profit was RMB2,901.1 million (US$414.9 million), representing an increase of 30.8% year over year.

 

Gross margin was 46.4%, compared to 47.0% in the same period last year. The year-over-year change in gross profit margin resulted from strategic product mix optimization to drive top-line performance, partially offset by a structural benefit from higher revenue mix of directly operating business.

 

Selling and distribution expenses were RMB1,654.9 million (US$236.6 million), representing an increase of 65.3% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB1,544.8 million (US$220.9 million), representing an increase of 47.4% year over year. The year-over-year increase was mainly attributable to the Company’s investments into directly operated stores to pursue the future success of the Company’s business, especially in strategic overseas markets such as the U.S. market. As of December 31, 2025, total number of directly operated stores on the group level was 768, compared to 568 as of December 31, 2024. In the December Quarter, revenue from directly operated stores increased 61.1%, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased 41.1%, decelerating from the year-over-year increase of 54.5% for the first nine months of 2025. Licensing expenses increased 107.0%, which was in relation to the Company’s strategic commitment to IP development to pave the way for future growth, as a percentage of around 3% of revenue, compared to 2% in the same period last year. Promotion and advertising expenses increased 30.2%, as a percentage of revenue stabilizing at around 4% in both comparative periods. Logistics expenses increased 19.2% year over year.

 

General and administrative expenses were RMB377.9 million (US$54.0 million), representing an increase of 36.5% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB336.5 million (US$48.1 million), representing an increase of 36.3% 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 RMB63.1 million (US$9.0 million), compared to RMB36.2 million in the same period last year. The year-over-year increase was mainly due to an increase in fair value of other investments, partially offset by a larger net foreign exchange loss compared with the same period last year.

 

Operating profit was RMB910.6 million (US$130.2 million), compared with RMB968.4 million in the same period last year, due to higher equity-settled share-based payment expenses in December Quarter.

 

  10  

 

Adjusted operating profit(2) was RMB1,062.2 million (US$151.9 million), representing an increase of 11.7% year over year, with adjusted operating margin of 17.0%.

 

Net finance cost was RMB93.6 million (US$13.4 million), compared to RMB16.1 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(2), 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 RMB550.4 million (US$78.7 million), compared to share of profit of RMB3.7 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(2).

 

Changes in fair value of redemption liabilities were RMB158.5 million (US$22.7 million), which was a loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025 and has been excluded in non-IFRS financial measures(2).

 

Other expenses were RMB59.1 million (US$8.5 million), mainly attributable to loss 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(2).

 

Effective tax rate was 384.4%, compared to 15.3% in the same period last year. The elevated effective tax rate in December Quarter was primarily driven by non-deductible losses at the consolidation level.

 

Adjusted effective tax rate(2) was 20.2%, which excluded the impact on effective tax rate as a result of adjusted items, compared to 15.6% in the same period last year.

 

Loss for the period was RMB139.4 million (US$19.9 million), compared to profit for the period of RMB809.7 million in the same period last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB547.5 million (US$78.3 million), (ii) equity-settled share-based payment expenses of RMB151.6 million (US$21.7 million), (iii) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, (iv) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB75.3 million (US$10.8 million), and (v) other expenses of RMB59.1 million (US$8.5 million) including loss from fair value change of derivatives in relation to the Equity Linked Securities under mark-to-market impact, which have been excluded in non-IFRS financial measurement(2).

 

  11  

 

Adjusted net profit(2) was RMB852.7 million (US$121.9 million), increased by 7.6% year over year.

 

Adjusted net margin(2) was 13.6%, compared to 16.8% in the same period last year.

 

Adjusted EBITDA(2) was RMB1,419.3 million (US$203.0 million), representing an increase of 15.7% year over year.

 

Adjusted EBITDA margin(2) was 22.7%, compared to 26.0% in the same period last year.

 

Basic and diluted loss per ADS were both RMB0.48 (US$0.07) in the December Quarter, compared with the basic and diluted earnings per ADS of RMB2.60 in the same period last year.

 

Adjusted basic and diluted earnings per ADS(2) were both RMB2.80 (US$0.40) in the December Quarter, representing a year-over-year growth of 9.4%, higher than the year-over-year growth of 7.6% of adjusted net profit, thanks to the share repurchase of the Company.

 

Net cash from operating activities as RMB264.1 million (US$37.8 million) in December Quarter. CAPEX was RMB232.6 million (US$33.3 million) and free cash flow was RMB31.5 million (US$4.5 million) for the December Quarter.

 

Financial Results for the Full Year

 

Revenue was RMB21,443.8 million (US$3,066.4 million), representing an increase of 26.2% year over year.

 

Revenue from MINISO brand increased by 22.0% to RMB19,524.9 million (US$2,792.0 million), including (i) an increase of 16.8% in revenue from MINISO brand in Chinese mainland, with its annual revenue exceeding RMB10 billion for the first time, and (ii) an increase of 29.3% in revenue from MINISO brand in overseas markets. The overseas revenue contributed to 44.2% of revenue from MINISO brand.

 

Revenue(1) from TOP TOY brand increased by 94.8% to RMB1,915.6 million (US$273.9 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 RMB11,795.7 million (US$1,686.8 million), representing an increase of 26.1% year over year.

 

  12  

 

Gross profit was RMB9,648.1 million (US$1,379.7 million), representing an increase of 26.3% year over year.

 

Gross margin was 45.0%, compared to 44.9% last year.

 

Selling and distribution expenses were RMB5,265.8 million (US$753.0 million), increased by 49.6% year over year. Excluding share-based compensation expenses, selling and distribution expenses were RMB5,045.7 million (US$721.5 million), increased by 43.9% year over year.

 

General and administrative expenses were RMB1,225.4 million (US$175.2 million), increased by 31.5% year over year. Excluding share-based compensation expenses, general and administrative expenses were RMB1,077.5 million (US$154.1 million), increased by 25.3% year over year.

 

Other net income was RMB195.6 million (US$28.0 million), compared to RMB114.7 million last year. The year-over-year increase was mainly due to (i) an increase in fair value of other investments and investment income in wealth management products, and (ii) a smaller net foreign exchange loss compared with last year.

 

Operating profit was RMB3,303.1 million (US$472.3 million), compared to RMB3,315.8 million last year, due to higher equity-settled share-based payment expenses related to TOP TOY.

 

Adjusted operating profit(2) was RMB3,671.0 million (US$524.9 million), representing an increase of 7.9% year over year, with adjusted operating margin of 17.1%.

 

Net finance cost was RMB326.5 million (US$46.7 million), compared to net finance income of RMB25.8 million 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(2), 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 RMB834.5 million (US$119.3 million), compared with share of profit of RMB6.0 million 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(2).

 

Changes in fair value of redemption liabilities were RMB158.5 million (US$22.7 million), which was a loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025 and has been excluded in non-IFRS financial measures(2).

 

  13  

 

Other expenses were RMB70.3 million (US$10.1 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(2).

 

Effective tax rate was 36.8%, compared to 21.3% last year. The elevated effective tax rate was primarily driven by non-deductible losses at the consolidation level.

 

Adjusted effective tax rate(2) was 20.1%, which excluded the impact on effective tax rate as a result of adjusted items, compared to 20.7% last year.

 

Profit for the period was RMB1,209.8 million (US$173.0 million), compared to RMB2,635.4 million last year. The year-over-year change was mainly due to (i) share of loss of Yonghui of RMB812.7 million (US$116.2 million), (ii) equity-settled share-based payment expenses of RMB367.9 million (US$52.6 million), (iii) interest expenses related to the Equity Linked Securities and interest expenses related to the bank loans used for acquisition of the equity interest of Yonghui of RMB279.0 million (US$39.9 million), (iv) changes in fair value of redemption liabilities of RMB158.5 million (US$22.7 million) arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025, and (v) other expenses of RMB70.3 million (US$10.1 million) including loss from fair value change of derivatives under mark-to-market impact and issuance cost of derivatives related to the Equity Linked Securities, which have been excluded in non-IFRS financial measurement(2).

 

Adjusted net profit(2) increased 6.5% year over year to RMB2,898.2 million (US$414.4 million).

 

Adjusted net margin(2) was 13.5%, compared to 16.0% last year.

 

Adjusted EBITDA(2) increased 14.4% year over year to RMB4,959.9 million (US$709.3 million).

 

Adjusted EBITDA margin(2) was 23.1%, compared to 25.5% last year.

 

Basic earnings per ADS was RMB3.92 (US$0.56), compared to RMB8.44 last year.

 

Diluted earnings per ADS was RMB3.92 (US$0.56), compared to RMB8.40 last year.

 

  14  

 

Adjusted basic earnings per ADS(2) increased 8.3% year over year to RMB9.44 (US$1.35), compared to RMB8.72 last year.

 

Adjusted diluted earnings per ADS(2) increased 7.8% year over year to RMB9.36 (US$1.34), compared to RMB8.68 last year. The year-over-year growth of adjusted basic and diluted earnings per ADS was higher than the year-over-year growth of 6.5% of adjusted net profit, thanks to the share repurchase of the Company.

 

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 RMB7,087.9 million (US$1,013.6 million) as of December 31, 2025, compared to RMB6,698.1 million as of December 31, 2024.

 

Net cash from operating activities was RMB2,577.9 million (US$368.6 million), with an operating cash flow to adjusted net profit ratio of 88.9%. CAPEX was RMB997.7 million (US$142.7 million) and free cash flow was RMB1,580.2 million (US$225.9 million) for the Full Year.

 

Notes:

 

(1) Revenue from TOP TOY brand only represents revenue generated from external parties.

 

(2) 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 Tuesday, March 31, 2026 (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 via the following methods:

 

Access 1

 

Join Zoom meeting.

 

Zoom link: https://zoom.us/j/96682426410?pwd=oaoHL89u0ocUW6ysi327wsp64m2PYv.1

Meeting Number: 966 8242 6410

Meeting Passcode: 9896

 

  15  

 

Access 2

 

Listeners of the meeting may access the call by dialing the following numbers and using the same meeting number and passcode as 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 of the meeting can also access the call 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 high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs. Since opening our first store in Chinese mainland in 2013, the Company has successfully built two brands – “MINISO” and “TOP TOY”. The Company’s flagship brand “MINISO” has grown into a globally recognized retail brand that offers a frequently-refreshed assortment of lifestyle products through an extensive store network worldwide. The Company’s products cover diverse consumer needs and consumers are drawn to MINISO for our products’ trendiness, creativeness, high quality and affordability. For more information, please visit https://ir.miniso.com/.

 

Exchange Rate

 

The U.S. dollar (US$) amounts disclosed in this press release, except for those transaction amounts that were actually settled in U.S. dollars, are presented solely for the convenience of the readers. The conversion of Renminbi (RMB) into US$ in this press release is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of December 31, 2025, which was RMB6.9931 to US$1.0000. The percentages stated in this press release are calculated based on the RMB amounts.

 

  16  

 

Non-IFRS Financial Measures

 

In evaluating the business, MINISO considers and uses adjusted operating profit, adjusted operating margin, adjusted effective tax rate, 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 effective tax rate as the effective tax rate excluding the tax impact of adjusted items, under non-IFRS financial measures. 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, interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui, share of profit or loss of Yonghui, net of tax, and changes in fair value of redemption liabilities arising from preferred shares. 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 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. Adjusted EBITDA margin is computed by dividing adjusted EBITDA by revenue for the period. MINISO computes adjusted basic and diluted net earnings per ADS by dividing adjusted net profit attributable to the equity shareholders of the Company by the number of ADSs represented by the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis. MINISO computes adjusted basic and diluted net earnings per share in the same way as it calculates adjusted basic and diluted net earnings per ADS, except that it uses the number of ordinary shares used in the basic and diluted earnings per share calculation on an IFRS basis as the denominator instead of the number of ADSs represented by these ordinary shares.

 

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

 

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

 

  17  

 

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 financial measures, as shown below. The non-IFRS financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting the usefulness of such measures when analyzing MINISO’s data comparatively. MINISO encourages you to review its financial information in its entirety and not rely on a single financial measure.

 

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

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “believe”, “is/are likely to”, “potential”, “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as MINISO’s strategic and operational plans, contain forward-looking statements. MINISO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”) and The Stock Exchange of Hong Kong Limited (the “HKEX”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about MINISO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: MINISO’s mission, goals and strategies; future business development, financial conditions and results of operations; the expected growth of the retail market and the market of branded variety retail of lifestyle products in China and globally; expectations regarding demand for and market acceptance of MINISO’s products; expectations regarding MINISO’s relationships with consumers, suppliers, MINISO Retail Partners, local distributors, and other business partners; competition in the industry; proposed use of proceeds; and relevant government policies and regulations relating to MINISO’s business and the industry. Further information regarding these and other risks is included in MINISO’s filings with the SEC and the HKEX. All information provided in this press release and in the attachments is as of the date of this press release, and MINISO undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

Investor Relations Contact:

 

MINISO Group Holding Limited

Email: ir@miniso.com

Phone: +86 (20) 36228788 Ext.8039

 

  18  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in thousands)

 

    As at
December 31,
2024
(Audited)
    As at
December 31, 2025
(Unaudited)
 
    RMB’000     RMB’000     US$’000  
ASSETS                  
Non-current assets                  
Property, plant and equipment   1,436,939     2,109,385     301,638  
Right-of-use assets   4,172,083     5,121,039     732,299  
Intangible assets   8,802     94,951     13,578  
Goodwill   21,418     223,187     31,915  
Deferred tax assets   181,948     288,679     41,281  
Other investments   123,399     201,727     28,847  
Trade and other receivables   341,288     247,511     35,394  
Term deposits   140,183          
Financial derivative assets       774,103     110,695  
Interests in equity-accounted investees   38,567     5,486,648     784,580  
                   
    6,464,627     14,547,230     2,080,227  
Current assets                  
Other investments   100,000          
Inventories   2,750,389     3,691,238     527,840  
Trade and other receivables   2,207,013     3,307,129     472,913  
Cash and cash equivalents   6,328,121     6,817,129     974,836  
Restricted cash   1,026     54,229     7,755  
Term deposits   268,952     216,567     30,969  
                   
    11,655,501     14,086,292     2,014,313  
                   
Total assets   18,120,128     28,633,522     4,094,540  

 

  19  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)

(Expressed in thousands)

 

    As at
December 31,
2024
(Audited)
    As at
December 31, 2025
(Unaudited)
 
    RMB’000     RMB’000     US$’000  
EQUITY                  
Share capital   94     94     13  
Additional paid-in capital   4,683,577     2,887,905     412,965  
Other reserves   1,329,126     2,232,854     319,294  
Retained earnings   4,302,177     5,497,910     786,191  
                   
Equity attributable to equity shareholders of the Company   10,314,974     10,618,763     1,518,463  
Non-controlling interests   40,548     100,508     14,372  
                   
Total equity   10,355,522     10,719,271     1,532,835  
                   
LIABILITIES                  
Non-current liabilities                  
Contract liabilities   35,145     22,418     3,206  
Loans and borrowings   4,310     5,415,416     774,394  
Other payables   59,842     72,586     10,380  
Lease liabilities   1,903,137     2,713,798     388,068  
Financial derivative liabilities       1,184,050     169,317  
Deferred income   34,983     33,053     4,727  
                   
    2,037,417     9,441,321     1,350,092  

 

  20  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)

(Expressed in thousands)

 

    As at
December 31,
2024
(Audited)
    As at
December 31, 2025
(Unaudited)
 
    RMB’000     RMB’000     US$’000  
Current liabilities                  
Contract liabilities   323,292     388,746     55,590  
Loans and borrowings   566,955     1,751,018     250,392  
Trade and other payables   3,943,988     4,516,491     645,851  
Lease liabilities   635,357     950,784     135,960  
Deferred income   5,376     965     138  
Current taxation   252,221     291,245     41,647  
Redemption liabilities arising from preferred shares   -     573,681     82,035  
                   
    5,727,189     8,472,930     1,211,613  
                   
Total liabilities   7,764,606     17,914,251     2,561,705  
                   
Total equity and liabilities   18,120,128     28,633,522     4,094,540  

 

  21  

 

MINISO GROUP HOLDING LIMITED

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

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

 

    Three months ended December 31,     Twelve months ended December 31,  
    2024     2025     2024     2025  
    (Unaudited)     (Unaudited)     (Audited)     (Unaudited)  
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Revenue   4,712,705     6,254,070     894,320     16,994,025     21,443,827     3,066,426  
Cost of sales   (2,495,407 )   (3,352,941 )   (479,464 )   (9,356,965 )   (11,795,708 )   (1,686,764 )
                                     
Gross profit   2,217,298     2,901,129     414,856     7,637,060     9,648,119     1,379,662  
Other income   3,570     10,458     1,495     21,595     19,377     2,771  
Selling and distribution expenses   (1,000,985 )   (1,654,883 )   (236,645 )   (3,519,534 )   (5,265,758 )   (752,993 )
General and administrative expenses   (276,870 )   (377,915 )   (54,041 )   (931,651 )   (1,225,373 )   (175,226 )
Other net income   36,242     63,091     9,022     114,696     195,610     27,972  
(Credit loss)/reversal of credit loss on trade and other receivables   (7,095 )   (12,113 )   (1,732 )   2,469     (33,241 )   (4,753 )
Impairment loss on non-current assets   (3,742 )   (19,161 )   (2,740 )   (8,846 )   (35,611 )   (5,092 )
                                     
Operating profit   968,418     910,606     130,215     3,315,789     3,303,123     472,341  
Finance income   18,999     18,309     2,618     118,672     104,421     14,932  
Finance costs   (35,093 )   (111,889 )   (16,000 )   (92,915 )   (430,930 )   (61,622 )
                                     
Net finance (costs)/income   (16,094 )   (93,580 )   (13,382 )   25,757     (326,509 )   (46,690 )
Share of profit/(loss) of equity-accounted investees, net of tax   3,676     (550,402 )   (78,706 )   5,986     (834,453 )   (119,325 )
Other expenses       (59,134 )   (8,456 )       (70,332 )   (10,057 )
Changes in fair value of redemption liabilities       (158,491 )   (22,664 )       (158,491 )   (22,664 )
                                     
Profit before taxation   956,000     48,999     7,007     3,347,532     1,913,338     273,605  
Income tax expense   (146,272 )   (188,373 )   (26,937 )   (712,104 )   (703,524 )   (100,603 )
                                     
Profit/(loss) for the period   809,728     (139,374 )   (19,930 )   2,635,428     1,209,814     173,002  

 

  22  

 

MINISO GROUP HOLDING LIMITED

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

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

  

    Three months ended December 31,     Twelve months ended December 31,  
    2024
(Unaudited)
    2025
(Unaudited)
    2024
(Audited)
    2025
(Unaudited)
 
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Attributable to:                                    
Equity shareholders of the Company   805,693     (141,524 )   (20,237 )   2,617,560     1,205,045     172,320  
Non-controlling interests   4,035     2,150     307     17,868     4,769     682  
                                     
Earnings/(Loss) per share for ordinary shares                                    
– Basic   0.65     (0.12 )   (0.02 )   2.11     0.98     0.14  
– Diluted   0.65     (0.12 )   (0.02 )   2.10     0.98     0.14  
                                     
Earnings/(loss) per ADS                                    
(Each ADS represents 4 ordinary shares)                                    
– Basic   2.60     (0.48 )   (0.07 )   8.44     3.92     0.56  
– Diluted   2.60     (0.48 )   (0.07 )   8.40     3.92     0.56  

 

  23  

 

MINISO GROUP HOLDING LIMITED

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

(Expressed in thousands)

  

    Three months ended December 31,     Twelve months ended December 31,  
    2024
(Unaudited)
    2025
(Unaudited)
    2024
(Audited)
    2025
(Unaudited)
 
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Profit/(loss) for the period   809,728     (139,374 )   (19,930 )   2,635,428     1,209,814     173,002  
                                     
Items that may be reclassified subsequently to profit or loss:                                                   
Exchange differences on translation of financial statements of foreign operations   3,420     8,690     1,243     19,128     2,914     417  
Share of other comprehensive loss of equity-accounted investees       (1,046 )   (150 )       (1,046 )   (150 )
                                     
Other comprehensive income for the period   3,420     7,644     1,093     19,128     1,868     267  
                                     
Total comprehensive income/(loss) for the period   813,148     (131,730 )   (18,837 )   2,654,556     1,211,682     173,269  
                                     
Attributable to:                                    
Equity shareholders of the Company   812,694     (132,845 )   (18,996 )   2,635,833     1,210,528     173,104  
Non-controlling interests   454     1,115     159     18,723     1,154     165  

 

  24  

 

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES

(Expressed in thousands, except for percentages)

 

    Three months ended December 31,     Twelve months ended December 31,  
    2024
(Unaudited)
    2025
(Unaudited)
    2024
(Audited)
    2025
(Unaudited)
 
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Reconciliation of operating profit for the period to adjusted operating profit                                    
Operating profit   968,418     910,606     130,215     3,315,789     3,303,123     472,341  
                                     
Add back:                                    
Equity-settled share-based payment expenses   (17,206 )   151,555     21,672     85,184     367,869     52,605  
                                     
Adjusted operating profit   951,212     1,062,161     151,887     3,400,973     3,670,992     524,946  
                                     
Adjusted operating margin   20.2 %   17.0 %   17.0 %   20.0 %   17.1 %   17.1 %

 

  25  

 

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)

(Expressed in percentages)

 

    Three months ended
December 31,
    Twelve months ended
December 31,
 
    2024
(Unaudited)
    2025
(Unaudited)
    2024
(Audited)
    2025
(Unaudited)
 
Reconciliation of effective tax rate to adjusted effective tax rate:                        
Effective tax rate   15.3 %   384.4 %   21.3 %   36.8 %
                         
Impact on effective tax rate as a result of adjusted items   0.3 %   (364.2 )%   (0.6 )%   (16.7 )%
                         
Adjusted effective tax rate   15.6 %   20.2 %   20.7 %   20.1 %

 

  26  

 

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)

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

 

    Three months ended December 31,     Twelve months ended December 31,  
    2024
(Unaudited)
    2025
(Unaudited)
    2024
(Audited)
    2025
(Unaudited)
 
    RMB’000     RMB’000     US$’000     RMB’000     RMB’000     US$’000  
Reconciliation of profit for the period to adjusted net profit:                                    
Profit/(loss) for the period   809,728     (139,374 )   (19,930 )   2,635,428     1,209,814     173,002  
                                     
Add back:                                    
Equity-settled share-based payment expenses   (17,206 )   151,555     21,672     85,184     367,869     52,605  
Loss from fair value change of derivatives(1)(2)       59,134     8,456         25,668     3,670  
Issuance cost of derivatives(1)(3)                   44,664     6,387  
Interest expenses related to Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui(1)       75,316     10,770         278,973     39,893  
– Interest expenses related to the Equity Linked Securities(4)       51,365     7,345         192,342     27,505  
– Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui       23,951     3,425         86,631     12,388  
Share of loss of Yonghui, net of tax(1)       547,545     78,298         812,684     116,212  
Changes in fair value of redemption liabilities(1)       158,491     22,664         158,491     22,664  
                                     
Adjusted net profit   792,522     852,667     121,930     2,720,612     2,898,163     414,433  
                                     
Adjusted net margin   16.8 %   13.6 %   13.6 %   16.0 %   13.5 %   13.5 %
                                     
Attributable to:                                    
Equity shareholders of the Company   788,300     849,492     121,476     2,702,191     2,891,345     413,458  
Non-controlling interests   4,222     3,175     454     18,421     6,818     975  
                                     
Adjusted net earnings per share(5)                                    
– Basic   0.64     0.70     0.10     2.18     2.36     0.34  
– Diluted   0.64     0.70     0.10     2.17     2.34     0.33  
                                     
Adjusted net earnings per ADS                                    
(Each ADS represents 4 ordinary shares)                                    
–Basic   2.56     2.80     0.40     8.72     9.44     1.35  
– Diluted   2.56     2.80     0.40     8.68     9.36     1.34  

 

  27  

 

MINISO GROUP HOLDING LIMITED

RECONCILIATION OF NON-IFRS FINANCIAL MEASURES (CONTINUED)

(Expressed in thousands, except for percentages)

 

    Three months ended December 31,     Twelve months ended December 31,  
    2024
(Unaudited)
    2025
(Unaudited)
    2024
(Audited)
    2025
(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   792,522     852,667     121,930     2,720,612     2,898,163     414,433  
                                     
Add back:                                    
Depreciation and amortization   253,304     341,735     48,867     808,694     1,206,305     172,499  
Finance costs excluding interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui   35,093     36,573     5,230     92,915     151,957     21,729  
Income tax expense   146,272     188,373     26,937     712,104     703,524     100,603  
                                     
Adjusted EBITDA   1,227,191     1,419,348     202,964     4,334,325     4,959,949     709,264  
                                     
Adjusted EBITDA margin   26.0 %   22.7 %   22.7 %   25.5 %   23.1 %   23.1 %

 

Notes:

 

(1) These adjustment items have been excluded from the calculation of adjusted net profit as the Company does not consider such items to be indicative of its operating performance of core business in the future.

 

(2) 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 primarily by movements in the underlying share price.

 

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

 

(4) For the three months ended December 31, 2025, the RMB51.4 million interest expenses related to the Equity Linked Securities included RMB46.5 million non-cash portion and RMB4.9 million cash expense.

 

For the twelve months ended December 31, 2025, the RMB192.3 million interest expenses related to the Equity Linked Securities included RMB173.4 million non-cash portion and RMB18.9 million cash expense.

 

(5) 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.

 

  28  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

(Expressed in thousands, except for percentages)

 

    Three months ended December 31,           Twelve months ended December 31,        
    2024     2025           2024     2025        
    RMB’000     RMB’000     US$’000     YoY     RMB’000     RMB’000     US$’000     YoY  
Revenue                                                
MINISO Brand   4,428,593     5,654,421     808,571     27.7 %   16,002,565     19,524,901     2,792,023     22.0 %
– Chinese mainland   2,296,877     2,871,989     410,689     25.0 %   9,328,231     10,896,147     1,558,128     16.8 %
– Overseas markets   2,131,716     2,782,432     397,882     30.5 %   6,674,334     8,628,754     1,233,895     29.3 %
TOP TOY Brand(1)   282,808     599,037     85,661     111.8 %   983,525     1,915,618     273,930     94.8 %
Others   1,304     612     88     (53.1 )%   7,935     3,308     473     (58.3 )%
                                                 
    4,712,705     6,254,070     894,320     32.7 %   16,994,025     21,443,827     3,066,426     26.2 %

 

Note:

 

(1) Revenue from TOP TOY brand only represents revenue generated from external parties.

 

  29  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

NUMBER OF MINISO STORES IN CHINESE MAINLAND

 

    As of        
    December 31,
2024
    December 31,
2025
    YoY  
By City Tiers                        
First-tier cities     587       609       22  
Second-tier cities     1,822       1,881       59  
Third- and lower-tier cities     1,977       2,078       101  
                         
Total     4,386       4,568       182  

 

  30  

 

MINISO GROUP HOLDING LIMITED

UNAUDITED ADDITIONAL INFORMATION

NUMBER OF MINISO STORES IN OVERSEAS MARKETS

  

    As of        
    December 31,
2024
    December 31,
2025
    YoY  
By Regions                        
Asia excluding China     1,611       1,793       182  
North America     350       461       111  
Latin America     637       722       85  
Europe     295       361       66  
Others     225       246       21  
                         
Total     3,118       3,583       465  

 

*       For identification purpose only      

 

  31  

 

EX-99.6 7 tm2610734d1_ex99-6.htm EXHIBIT 99.6

 

Exhibit 99.6

 

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

 

 

MINISO Group Holding Limited

名創優品集團控股有限公司

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

(Stock Code: 9896)

 

ANNUAL RESULTS ANNOUNCEMENT

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

 

The board (the “Board”) of directors (the “Directors”) of MINISO Group Holding Limited (the “Company”) is pleased to announce the consolidated annual results of the Company and its subsidiaries (the “Group”) for the fiscal year ended December 31, 2025 (the “Reporting Period”), together with the comparative figures for the fiscal year ended December 31, 2024. These annual 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 fiscal year ended
December 31,
 
      2024       2025  
      (Renminbi (“RMB”) in
thousands, except percentages
and per share data)
 
Revenue     16,994,025       21,443,827  
Gross profit     7,637,060       9,648,119  
Operating profit     3,315,789       3,303,123  
Profit before taxation     3,347,532       1,913,338  
Profit for the year     2,635,428       1,209,814  
Profit for the year attributable to:                
–  Equity shareholders of the Company     2,617,560       1,205,045  
–  Non-controlling interests     17,868       4,769  
Earnings per ordinary share (the “Share(s)”):                
– Basic (RMB )     2.11       0.98  
– Diluted (RMB )     2.10       0.98  
Adjusted operating profit (a non-IFRS measure)     3,400,973       3,670,992  
Adjusted net profit (a non-IFRS measure)     2,720,612       2,898,163  
Adjusted net earnings per Share                
(a non-IFRS measure)
– Basic (RMB )     2.18       2.36  
– Diluted (RMB )     2.17       2.34  
Adjusted EBITDA (a non-IFRS measure)     4,334,325       4,959,949  

 

1


 

NON-IFRS FINANCIAL MEASURES

 

In evaluating the business, MINISO considers and uses adjusted operating profit, 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 operating profit as operating profit for the period excluding equity-settled share-based payment expenses. 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”), changes in fair value of redemption liabilities arising from preferred shares 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, or any other measures of performance prepared and presented in accordance with IFRS. Investors are encouraged to review MINISO’s historical non-IFRS financial measures in light of the most directly comparable IFRS measures, as shown below. The non-IFRS financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting the usefulness of such measures when analyzing MINISO’s data comparatively. MINISO encourages you to review its financial information in its entirety and not rely on a single financial measure.

 

The following table reconciles our adjusted operating profit, adjusted net profit and adjusted EBITDA, both non-IFRS measures, for the fiscal year ended December 31, 2024 and the fiscal year ended December 31, 2025 to the most directly comparable financial measures calculated and presented in accordance with IFRS, which are operating profit and profit for the year.

 

2


 

    For the fiscal year ended
December 31,
 
    2024     2025  
    (RMB in thousands)  
Operating profit     3,315,789       3,303,123  
                 
Add back:                
Equity-settled share-based payment expenses     85,184       367,869  
                 
Adjusted operating profit (a non-IFRS measure)     3,400,973       3,670,992  
                 
Profit for the year     2,635,428       1,209,814  
                 
Add back:                
Equity-settled share-based payment expenses     85,184       367,869  
Loss from fair value change of derivatives(1)(2)           25,668  
Issuance cost of derivatives(1)(3)           44,664  
Interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui(1)           278,973  
– Interest expenses related to the Equity Linked Securities(4)           192,342  
– Interest expenses related to the bank loans used for acquisition of the equity interest in Yonghui           86,631  
Changes in fair value of redemption liabilities(1)           158,491  
Share of loss of Yonghui, net of tax(1)           812,684  
                 
Adjusted net profit (a non-IFRS measure)     2,720,612       2,898,163  
                 
Add back:                
Depreciation and amortization     808,694       1,206,305  
Finance costs excluding interest expenses related to the Equity Linked Securities and the bank loans used for acquisition of the equity interest in Yonghui     92,915       151,957  
Income tax expense     712,104       703,524  
                 
Adjusted EBITDA (a non-IFRS measure)     4,334,325       4,959,949  

 

Notes:

 

(1) These adjustment items have been excluded from the calculation of adjusted net profit as the Company does not consider such items to be indicative of its operating performance of core business in the future.
   
(2) The RMB25,668,000 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 as defined below. It was determined primarily by movements in the underlying share price.
   
(3) The RMB44,664,000 issuance cost of derivatives was a one-off expense that was related to the Equity Linked Securities.
   
(4) The RMB192,342,000 interest expenses related to the Equity Linked Securities included RMB173,456,000 non-cash portion and RMB18,886,000 cash expense.

 

3


 

BUSINESS REVIEW AND OUTLOOK

 

Business Review for the Reporting Period

 

We are a global high-growth value retailer offering a variety of trendy lifestyle products featuring distinctive IP designs. Since opening our first store in Chinese mainland in 2013, we have successfully built two brands – “MINISO” and “TOP TOY”. Our flagship brand “MINISO” has grown into a globally recognized retail brand that offers a frequently-refreshed assortment of lifestyle products through an extensive store network worldwide. Our products cover diverse consumer needs and consumers are drawn to MINISO for our products’ trendiness, creativeness, high quality and affordability.

 

For the fiscal year ended December 31, 2025, the total number of MINISO stores in Chinese mainland and overseas markets increased from 7,504 as of December 31, 2024 to 8,151 as of December 31, 2025. The number of TOP TOY stores increased from 276 as of December 31, 2024 to 334 as of December 31, 2025. For the fiscal year ended December 31, 2025, the aggregate GMV of the Group reached approximately RMB37.1 billion.

 

Brands and Products

 

Our MINISO products are organised across three core pillars: lifestyle, beauty and toys. For the fiscal year ended December 31, 2025, we launched an average of around 1,600 SKUs in “MINISO” channels per month, and offered consumers a wide selection of products, the vast majority of which are under the “MINISO” brand. The increase in average SKUs per month was primarily driven by the deliberate expansion of our product assortment in support of our big store format rollout and our commitment to delivering a more immersive in-store experience.

 

Under the “TOP TOY” brand, we offered around 17,000 SKUs as of December 31, 2025 across major pop toy categories such as model figures, 3D building blocks, vinyl plush toys and others.

 

4


 

Store Network

 

As of December 31, 2025, we served consumers primarily through a network of over 8,151 MINISO stores, including 4,568 MINISO stores in Chinese mainland and 3,583 MINISO stores in overseas markets. The following table shows the number of MINISO stores in Chinese mainland and overseas markets as of the dates presented:

 

    As of December 31,  
    2024     2025  
Number of MINISO stores            
Chinese mainland     4,386       4,568  
Directly operated stores     25       18  
Stores operated under Retail Partner model     4,335       4,522  
Stores operated under distributor model     26       28  
Overseas markets     3,118       3,583  
Directly operated stores     503       700  
Stores operated under Retail Partner model     404       432  
Stores operated under distributor model     2,211       2,451  
                 
Total     7,504       8,151  

 

We have expanded our TOP TOY store network in Chinese mainland since 2020. TOP TOY has also begun to expand to overseas markets since 2024. This strategic move aligns with the Company’s plan to expand globally and strengthen its brand presence. As of December 31, 2025, we had a total of 334 TOP TOY stores, 304 of which were located in Chinese mainland. The following table shows the number of TOP TOY stores in Chinese mainland and overseas markets as of the dates presented:

 

    As of December 31,  
    2024     2025  
Number of TOP TOY stores            
Chinese mainland     272       304  
Directly operated stores     38       35  
Stores operated under Retail Partner model     234       269  
Overseas markets     4       30  
Directly operated stores     2       15  
Stores operated under Retail Partner model     2       4  
Stores operated under distributor model           11  
                 
Total     276       334  

 

5


 

Store operations in Chinese mainland

 

As of December 31, 2025, apart from 18 directly operated MINISO stores, 28 MINISO stores operated under distributor model, 35 directly operated TOP TOY stores, all of our other MINISO and TOP TOY stores in Chinese mainland were operated under Retail Partner model.

 

The following table shows the aggregate numbers of MINISO stores in Chinese mainland for the years indicated:

 

 

    For the fiscal year ended
December 31,
 
    2024     2025  
Directly operated stores        
Number of stores at the beginning of the year     26       25  
Net decrease in number of stores during the year     (1 )     (7 )
Number of stores at the end of the year     25       18  
                 
Stores operated under Retail Partner model            
Number of stores at the beginning of the year     3,878       4,335  
Net increase in number of stores during the year     457       187  
Number of stores at the end of the year     4,335       4,522  
                 
Stores operated under distributor model            
Number of stores at the beginning of the year     22       26  
Net increase in number of stores during the year     4       2  
Number of stores at the end of the year     26       28  

 

The following table shows the aggregate number of MINISO stores in Chinese mainland by city-tiers as of the dates indicated:

 

    As of December 31,  
    2024     2025  
Number of MINISO stores in Chinese mainland                
First-tier cities     587       609  
Second-tier cities     1,822       1,881  
Third- and lower-tier cities     1,977       2,078  
                 
Total     4,386       4,568  

 

6


 

The Retail Partner model represents a mutually beneficial relationship between us and our Retail Partners, where we achieve rapid store network expansion with consistent brand image and consumer experience in an asset-light manner, and our Retail Partners attain attractive investment opportunities. Our Retail Partners are also motivated to maintain a loyal relationship with us. As of December 31, 2025, there were 1,157 Retail Partners that invested in MINISO stores in Chinese mainland, and 680 of them had invested for over three years. We had one distributor for the MINISO brand in Tibet, China during the fiscal year ended December 31, 2025. As of the date of this announcement, there has been no conversion of our franchisees in Chinese mainland from a Retail Partner to a distributor, or vice versa.

 

The following table shows the number of Retail Partners that invested in MINISO stores in Chinese mainland for the years indicated:

 

    For the fiscal year ended
December 31,
 
    2024     2025  
Number of Retail Partners at the beginning of the year(1)     1,049       1,071  
Net increase in Retail Partners during the year     22       86  
Number of Retail Partners at the end of the year(1)     1,071       1,157  

 

Note:

 

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

 

The majority of our TOP TOY stores in Chinese mainland are operated under the Retail Partner model as well. As of December 31, 2024 and 2025, we had 64 and 72 Retail Partners operating TOP TOY stores, respectively. Some Retail Partners in Chinese mainland may invest in both MINISO and TOP TOY stores.

 

Store operations in overseas markets

 

We have adopted flexible store operation models, including direct operation, Retail Partner model and 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 Retail Partner to a distributor, or vice versa.

 

As of December 31, 2025, in overseas markets, there were 700 stores directly operated by us and, 432 and 2,451 stores operated under the Retail Partner model and distributor model respectively.

 

7


 

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

 

    For the fiscal year ended
December 31,
 
    2024     2025  
Directly operated stores                
Number of stores at the beginning of the year     238       503  
Net increase in number of stores during the year     265       197  
Number of stores at the end of the year     503       700  
                 
Stores operated under Retail Partner model                
Number of stores at the beginning of the year     283       404  
Net increase in number of stores during the year     121       28  
Number of stores at the end of the year     404       432  
                 
Stores operated under distributor model                
Number of stores at the beginning of the year     1,966       2,211  
Net increase in number of stores during the year     245       240  
Number of stores at the end of the year     2,211       2,451  

 

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

 

    As of December 31,  
    2024     2025  
Number of MINISO stores in overseas markets            
Asia excluding China     1,611       1,793  
North America     350       461  
Latin America     637       722  
Europe     295       361  
Others     225       246  
                 
Total     3,118       3,583  

 

8


 

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 years indicated:

 

    For the fiscal year ended
December 31,
 
    2024     2025  
Number of distributors at the beginning of the year(1)     230       252  
Net increase in number of distributors during the year(2)     22       30  
Number of distributors at the end of the year(1)     252       282  

 

Notes:

 

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

 

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

 

As of December 31, 2024 and 2025, we had 114 and 109 Retail Partners in overseas markets, respectively, the decrease in the number of Retail Partners was primarily due to the decrease in the number of Retail Partners in Vietnam.

 

Other Key Operating Data

 

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

 

    For the fiscal year ended
December 31,
 
    2024     2025  
MINISO stores in Chinese mainland            
Total GMV(1) (RMB in millions)     14,008       16,363  
Total number of transactions (in millions)     368.1       410.8  
Total sales volume of SKUs (in millions)     978.8       1,084.7  
Average spending per transaction (RMB)     38.1       39.8  
Average selling price (RMB)     14.3       15.1  
                 
Same-store(2) GMV Growth (%)     down high-
single digit
      up mid-
single digit
 

 

Notes:

 

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

 

(2) Includes stores that were opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods and were closed for less than 30 days during both comparative periods.

 

9


 

    For the fiscal year ended December 31,  
    2024     2025  
MINISO stores in overseas markets                
Total GMV (RMB in millions)     14,001       16,757  
Asia excluding China     5,039       5,341  
North America     2,141       3,550  
Latin America     4,897       5,078  
Europe     1,260       1,928  
Others     664       860  
Same-store(1) GMV Growth (%)     up mid-single digit       down low-single digit  
Asia excluding China     up high-single digit       down mid-single digit  
North America     flat       up mid-single digit  
Latin America     up mid-single digit       down mid-single digit  
Europe     flat       up low-single digit  
Others     down mid-single digit       up high-single digit  

 

Note:

 

(1) Includes stores that were opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods, and 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 in worldwide through online channels for the years indicated:

 

    For the fiscal year ended
December 31,
 
    2024     2025  
    (RMB in millions)  
MINISO brand worldwide            
Total GMV through online channels(1)     948       1,391  

 

Note:

 

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

 

10


 

Our TOP TOY brand started operating in December 2020 in Chinese mainland. For the fiscal year ended December 31, 2025, our TOP TOY brand achieved a total GMV of RMB2,588 million through multi-channels: (1) RMB1,721 million from TOP TOY stores in Chinese mainland and RMB64 million from TOP TOY stores in overseas markets; (2) RMB321 million through online channels; and (3) RMB482 million of GMV from other channels. The following table sets forth certain of our key operating data of TOP TOY stores in Chinese mainland:

 

    For the fiscal year ended
December 31,
 
    2024     2025  
TOP TOY stores in Chinese mainland                
Total GMV (RMB in millions)     1,148       1,721  
Total number of transactions (in millions)     10.5       15.7  
Total sales volume of SKUs (in millions)     19.9       31.0  
Average spending per transaction (RMB)     109.5       109.8  
Average selling price (RMB)     57.8       55.6  
                 
Same-store(1) GMV Growth (%)     up mid-
single digit
      up low-
single digit
 

 

Note:

 

(1) Includes stores that were opened prior to the beginning of the comparative periods and remained open as of the end of the comparative periods and were closed for less than 30 days during both comparative periods.

 

Marketing and Consumer Engagement

 

We launched our MINISO membership program in Chinese mainland in August 2018 and expanded to overseas market afterwards. As of December 31, 2024 and December 31, 2025, the number of MINISO members with at least one purchase over the past 12 months was approximately 53 million and 64 million, respectively.

 

The total cumulative number of MINISO members in Chinese mainland increased by 17.8% from approximately 95.2 million as of December 31, 2024 to 112.1 million as of December 31, 2025. In 2025, GMV generated from registered members contributed 59.5% of our total GMV, and 48.4% of the MINISO members made at least one purchase over the past 12 months.

 

The total cumulative number of MINISO members in the United States increased by 150.3% from approximately 1.8 million as of December 31, 2024 to 4.4 million as of December 31, 2025. In 2025, GMV generated from registered members contributed 51.3% of our total GMV, and 71.4% of the MINISO members made at least one purchase over the past 12 months.

 

RECENT DEVELOPMENTS AFTER THE REPORTING PERIOD

 

There were no significant events that might affect us since the end of the Reporting Period and up to the date of this announcement.

 

11


 

Business Outlook

 

Confronting the ever-evolving macroeconomic and geopolitical landscape, the Group has demonstrated significant risk resilience and operational agility, underpinned by years of overseas expansion experience, a diversified global footprint and robust global operational capabilities. Looking ahead to 2026, we will continue to uphold our core philosophy of delivering long-term value through disciplined execution of our three strategic pillars: affordability, globalization and product innovation.

 

For our MINISO brand in Chinese mainland, we will remain focused on achieving high quality growth by expanding and upgrading our store network to promote a relaxing and engaging shopping experience, one filled with delightful surprises and treasure-hunting elements that keep our customers coming back again. As part of this effort, we will strategically roll out the MINISO LAND series stores, designed to deliver an elevated, immersive consumer experience that deepens brand engagement and sets a new benchmark for our retail presence. We will continue to unlock sales potential via different themed store formats while introducing new product offerings with aesthetically refined designs, high product quality and compelling affordability. By optimizing product-market fit, and fully leveraging our multi-channel sales capabilities, we aim to create strong synergies across our diversified product offerings.

 

For our MINISO brand in overseas markets, we will firmly pursue our globalization strategy by expanding store footprint internationally, adopting diversified yet locally tailored approaches suited to different overseas markets, and further strengthening our cooperation with overseas business partners to capture local market trends globally. Through continued IP collaborations and strategic roll-out of key products across markets, we will continue to enhance MINISO brand awareness through product differentiation, market adaptation and ongoing upgrade of our store model. As our globalization progresses, we will further facilitate our robust development in overseas markets through enhancing operational efficiency and effective localization of management across each geographic region.

 

For our TOP TOY brand, we were pleased that it has embarked on globalization since the fourth quarter of 2024. Looking ahead, we will continue to optimize TOP TOY’s product offerings and enhance operational efficiency to grow market share and strengthen brand image.

 

12


 

MANAGEMENT DISCUSSION AND ANALYSIS

 

    For the fiscal year ended
December 31,
 
    2024     2025  
    (RMB in thousands)  
Revenue     16,994,025       21,443,827  
Cost of sales     (9,356,965 )     (11,795,708 )
                 
Gross profit     7,637,060       9,648,119  
Other income     21,595       19,377  
Selling and distribution expenses     (3,519,534 )     (5,265,758 )
General and administrative expenses     (931,651 )     (1,225,373 )
Other net income     114,696       195,610  
Reversal of credit loss/(credit loss) on trade and other receivables     2,469       (33,241 )
Impairment loss on non-current assets     (8,846 )     (35,611 )
                 
Operating profit     3,315,789       3,303,123  
Finance income     118,672       104,421  
Finance costs     (92,915 )     (430,930 )
                 
Net finance income/(costs)     25,757       (326,509 )
Other expenses           (70,332 )
Changes in fair value of redemption liabilities           (158,491 )
Share of profit/(loss) of equity-accounted investees, net of tax     5,986       (834,453 )
                 
Profit before taxation     3,347,532       1,913,338  
Income tax expense     (712,104 )     (703,524 )
                 
Profit for the year     2,635,428       1,209,814  
                 
Profit for the year attributable to:                
– Equity shareholders of the Company     2,617,560       1,205,045  
– Non-controlling interests     17,868       4,769  

 

13


 

Revenue

 

Our total revenue was RMB21,443.8 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB16,994.0 million), representing an increase of 26.2% year over year.

 

Revenue from MINISO brand increased by 22.0% to RMB19,524.9 million, driven by (i) an increase of 16.8% in revenue from MINISO brand in Chinese mainland, with its annual revenue exceeding RMB10.0 billion for the first time, and (ii) an increase of 29.3% in revenue from MINISO brand in overseas markets. The overseas revenue contributed 44.2% of revenue from MINISO brand, compared to 41.7% in 2024.

 

Revenue from TOP TOY brand increased by 94.8% to RMB1,915.6 million.

 

Cost of Sales

 

Our cost of sales was RMB11,795.7 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB9,357.0 million), representing an increase of 26.1% year over year.

 

Gross Profit and Gross Margin

 

Our gross profit was RMB9,648.1 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB7,637.1 million). Our gross margin was 45.0% for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: 44.9%).

 

Other Income

 

Our other income was RMB19.4 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB21.6 million), which was mainly attributable to government grants and income from depositary bank.

 

Selling and Distribution Expenses

 

Our selling and distribution expenses were RMB5,265.8 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB3,519.5 million). Excluding equity-based compensation expenses, our selling and distribution expenses were RMB5,045.7 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB3,506.1 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 December 31, 2025, total number of directly operated stores on the Group level was 768, compared to 568 as of December 31, 2024. For the fiscal year ended December 31, 2025, the revenue from directly operated stores increased by 71.3%, while related expenses including rental and related expenses, depreciation and amortization expenses together with payroll excluding share-based compensation expenses increased by 50.2%. Licensing expenses increased by 44.6%, as a percentage of revenue ranging from 2.5% to 2.8% for the fiscal year ended December 31, 2025 and its comparative period, respectively. Promotion and advertising expenses increased by 23.0%, as a percentage of revenue stabilizing at around 3.3% for the fiscal year ended December 31, 2025, compared to 3.4% in its comparative period. Logistics expenses increased by 23.0% year over year.

 

14


 

General and Administrative Expenses

 

Our general and administrative expenses were RMB1,225.4 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB931.7 million), increased by 31.5% year over year. Excluding equity-settled share-based payment expenses, our general and administrative expenses were RMB1,077.5 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB859.9 million), increased by 25.3% year over year.

 

Other Net Income

 

Our other net income was RMB195.6 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB114.7 million). The year-over-year increase was mainly due to (i) an increase in fair value of other investments, and (ii) an increase of investment income in wealth management products.

 

Impairment Loss on Non-current Assets

 

Our impairment loss on non-current assets was RMB35.6 million for the fiscal year ended December 31, 2025(for the fiscal year ended December 31, 2024: RMB8.8 million). We recorded impairment loss on non-current assets of directly operated stores.

 

Operating Profit

 

As a result of the foregoing, we recorded operating profit of RMB3,303.1 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB3,315.8 million).

 

Adjusted Operating Profit (a non-IFRS measure)

 

We recorded an adjusted operating profit of RMB3,671.0 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB3,401.0 million), which represents operating profit plus equity-settled share-based payment expenses.

 

Net Finance Costs

 

Our net finance costs was RMB326.5 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB25.8 million of income). 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.

 

Changes in Fair Value of Redemption Liabilities

 

Our changes in fair value of redemption liabilities was RMB158.5 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: nil), which was a loss arising from preferred shares issued by TOP TOY in connection with its strategic financing in 2025.

 

Income Tax Expense

 

We recorded income tax expense of RMB703.5 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB712.1 million).

 

15


 

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

 

Our share of loss of equity-accounted investees, net of tax was RMB834.5 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: share of profit of RMB6.0 million). The year-over-year change was mainly attributable to share of loss of Yonghui, which has been excluded in non-IFRS financial measures.

 

Other Expenses

 

Our other expenses were RMB70.3 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: nil), mainly attributable to loss from a 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.

 

Profit for the Year

 

As a result of the foregoing, we recorded a profit for the year of RMB1,209.8 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB2,635.4 million).

 

Adjusted Net Profit (a non-IFRS measure)

 

We recorded an adjusted net profit for the year of RMB2,898.2 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB2,720.6 million) which represents profit for the year 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, changes in fair value of redemption liabilities arising from preferred shares and share of loss of Yonghui, net of tax.

 

Adjusted EBITDA (a non-IFRS measure)

 

We recorded an adjusted EBITDA of RMB4,959.9 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB4,334.3 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 RMB2,577.9 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB2,168.3 million). Our capital expenditure was RMB997.7 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB762.5 million), and free cash flow was RMB1,580.2 million for the fiscal year ended December 31, 2025 (for the fiscal year ended December 31, 2024: RMB1,405.8 million).

 

16


 

Current Ratio

 

Our current ratio decreased from 2.0 as of December 31, 2024 to 1.7 as of December 31, 2025, primarily due to the increase in short-term loans and borrowings, redemption liabilities arising from preferred shares related to TOP TOY’s strategic financing, trade payables related to our inventories, and lease liabilities relating to directly operated stores.

 

OTHER INFORMATION ABOUT OUR FINANCIAL PERFORMANCE

 

Liquidity and Source of Funding

 

During the fiscal year ended December 31, 2025, we funded our cash requirements principally through cash generated from our operations. As of December 31, 2025, our cash, cash equivalents, restricted cash, term deposits, and other investments recorded in current assets were RMB7,087.9 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”) and the interim cash dividend for the six months ended June 30, 2025 (the “2025 Interim 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, and further to US$8.0314 per Share with effect from September 6, 2025, being the date immediately after the record date of the 2025 Interim 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

 

17


 

(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. Further, following the distribution of the 2025 Interim Dividend, the Upper Strike Exercise Price was further adjusted to HK$99.008 per Share, and the maximum number of the Upper Strike Shares was adjusted to 68,481,979 Shares. We have received approval from the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange” or “HKEX”) for the listing of, and permission to deal in, the Upper Strike Shares issuable under the Upper Strike Warrant.

 

The Call Spread 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 and January 14, 2025 in relation to the issue of the Equity Linked Securities and entry into the Call Spread by our Company and the announcements dated April 24, 2025 and August 29, 2025 for the relevant adjustments made pursuant to the 2024 Final Dividend and 2025 Interim Dividend respectively.

 

18


 

Significant Investments

 

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 Chinese mainland 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 was completed in the first quarter of 2025. For details, please refer to our announcement dated September 23, 2024 and our circular dated November 22, 2024.

 

Our equity interests in Yonghui have been accounted for as investments in associates using the equity method in our consolidated financial statements since its completion. As of December 31, 2025, we continued to hold approximately 29.4% of the issued share capital of Yonghui. For the fiscal year ended December 31, 2025, we recorded a loss of RMB812.7 million for the investment in Yonghui. As we continue to be optimistic about the development of the offline retail industry in Chinese mainland, 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 fiscal year ended December 31, 2025.

 

Future Plans for Material Investments or Capital Assets

 

As of December 31, 2025, we did not have any detailed future plans for material investments or capital assets.

 

Pledge of Assets

 

As of December 31, 2025, our equity interests in equity-accounted investees of approximately RMB3,822.1 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.

 

19


 

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.

 

· 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 December 31, 2025, our gearing ratio was 66.9%, calculated as loans and borrowings divided by total equity as of the end of the year and multiplied by 100%.

 

Foreign Exchange Risk

 

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

 

20


 

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.

 

We had met the commitments for the five calendar years of 2021, 2022, 2023, 2024 and 2025. Therefore, we were not required to make any compensation to the local government. As such, no provision has been made in respect of this matter as of December 31, 2025.

 

Securities class action

 

In August 2022, a putative federal securities class action was filed against us and certain of our officers and Directors (the “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 in late March 2024, which was denied by the court. Plaintiffs then filed a further amended complaint, to which Defendants have timely responded. The parties completed the briefing in October 2025 and are now awaiting the court’s decision. As of December 31, 2025, the Directors were unable to assess the outcome of the action or reliably estimate the potential losses, if any.

 

Capital Commitment

 

As of December 31, 2025, our capital commitment was RMB394.2 million, compared to RMB633.5 million as of December 31, 2024, which was attributable to the construction of the headquarters building.

 

21


 

Employees and Remuneration Policy

 

We had a total of 8,329 full-time employees as of December 31, 2025, including 3,204 in Chinese mainland and 5,125 in certain overseas countries and regions, up from 7,003 full-time employees in the previous year. The following table sets forth the number of our employees categorized by function as of December 31, 2025:

 

Function   Number of
Employees
 
Product Development and Supply Chain Management     1,503  
General and Administrative     697  
Operations     5,684  
Sales and Marketing     214  
Technology     231  
         
Total     8,329  

 

Our total remuneration cost incurred for the fiscal year ended December 31, 2025 was RMB2,296.5 million, while it was RMB1,475.9 million for the fiscal year ended December 31, 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.

 

22


 

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 our shareholders and to enhance corporate value and accountability.

 

Compliance with the Corporate Governance Code

 

We have complied with all the applicable code provisions of the Corporate Governance Code (the “Corporate Governance Code”) set forth in Part 2 of Appendix C1 to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the “Listing Rules”) for the fiscal year ended December 31, 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 the Company. Mr. Ye is our founder and has extensive experience in our business operations and management. The Board believes that vesting the roles of both chairperson and chief executive officer in the same person has the benefit of ensuring consistent leadership within our Group and enables more effective and efficient overall strategic planning for our Group. The Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable our Company to make and implement decisions promptly and effectively. The Board will continue to review and consider splitting the roles of chairman of the Board and the chief executive officer of our Company if and when it is appropriate taking into account the circumstances of the Group as a whole.

 

Compliance with the Model Code for Securities Transactions by Directors

 

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

 

Specific enquiry has been made of all the Directors and each of the Directors has confirmed that he/she has complied with the Code during the fiscal year ended December 31, 2025.

 

23


 

BOARD COMMITTEES

 

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

 

Audit Committee

 

We have established the Audit Committee in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code.

 

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

 

The primary duties of the Audit Committee are:

 

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

 

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

 

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

 

The Audit Committee has reviewed the unaudited annual results of the Company for the fiscal year ended December 31, 2025 and has met with the independent auditors, Ernst & Young and Ernst & Young Hua Ming LLP (collectively “EY”). 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 our senior management members.

 

The unaudited financial information disclosed in this announcement is preliminary. The figures in respect of the Company’s unaudited consolidated statement of financial position, unaudited consolidated statement of profit or loss, unaudited consolidated statement of profit or loss and other comprehensive income, unaudited consolidated statement of changes in equity and unaudited consolidated statement of cash flows and the related notes thereto as of and for the fiscal year ended December 31, 2025 as set out in the preliminary announcement have been agreed by the Company’s auditors, EY, to the amounts set out in the Company’s draft consolidated financial statements for the year following their work performed in accordance with the Hong Kong Standard on Related Services (HKSRS) 4400 (Revised) “Agreed-upon Procedures Engagements” and with reference to Practice Note 730 (Revised) “Guidance for Auditors Regarding Preliminary Announcement of Annual Results” as issued by the Hong Kong Institute of Certified Public Accountants. The work performed by EY in this respect did not constitute an audit, review or other assurance engagement and consequently no opinion or assurance conclusion has been expressed by EY.

 

24


 

Compensation Committee

 

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

 

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

 

The primary duties of the Compensation Committee are:

 

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

 

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

 

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

 

Nominating and Corporate Governance Committee

 

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

 

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

 

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

 

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

 

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

 

25


 

OTHER INFORMATION

 

Change of Auditor

 

KPMG has retired as the auditor of the Company with effect from upon expiration of its term of office at the conclusion of the annual general meeting of the Company held on June 12, 2025 (the “2025 AGM”). The Company, with the recommendation from the Audit Committee, proposed to appoint EY as the Company’s new auditors for a term up to the conclusion of the next annual general meeting of the Company and which was approved by our shareholders in the 2025 AGM.

 

For further details of the aforementioned change of auditor of the Company, please refer to the Company’s announcement and circular both dated April 24, 2025, and the poll results announcement dated June 12, 2025.

 

Dividend Policy

 

On March 31, 2026, the Board has approved the amendment of the dividend policy adopted by the Company to amend the definition of adjusted net profit under the dividend policy, pursuant to which the Company could declare and distribute dividends in an amount equal to approximately 50% of the adjusted net profit (a non-IFRS measure defined as profit for the period after excluding certain items as determined by the management such as share-based payments, non-cash charges, non-operating items and non recurring items) each year, with the exact calculation and amount to be determined and announced by the Board from time to time based on the Company’s financial performance and cash position prior to the declaration and distribution. For details, please see section headed “Non-IFRS Financial Measures” above.

 

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

 

During the fiscal year ended December 31, 2025, the Company repurchased a total of 12,594,800 Shares at an aggregate consideration (including all the relevant expenses) of HK$426.3 million on the Hong Kong Stock Exchange and a total of 1,250,874 ADSs (representing 5,003,496 Shares) at an aggregate consideration (including all the relevant expenses) of US$22.0 million on the New York Stock Exchange (the “NYSE”). As of the date of this announcement, the 9,326,400 Shares and 1,111,695 ADSs (representing 4,446,780 Shares), totally 13,773,180 Shares, have been cancelled, the remaining repurchased Shares and ADSs are pending cancellation and would not receive any final dividend. The total number of Shares and ADSs cancelled for the repurchases made during the fiscal year ended December 31, 2025 represents approximately 1% of the Company’s total share capital as of December 31, 2025.

 

26


 

Particulars of the repurchases made by the Company during the fiscal year ended December 31, 2025 are as follows:

 

HKEX

 

    No. of Shares   Price paid per Share   Aggregate
consideration
paid (including
all the relevant
 
Trading Month   repurchased   Highest price   Lowest price   expenses)  
        (HK$)   (HK$)   (HK$’000)  
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  
July 2025     1,015,800     38.00     33.95     35,912  
August 2025     159,000     38.00     36.25     5,953  
November 2025     972,000     38.00     36.36     35,973  
December 2025     2,280,400     39.24     36.10     85,777  

 

NYSE

 

                        Aggregate
consideration
 
      No. of Shares     Price paid per Share     paid (including
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  
July 2025     1,052,800     4.88     4.35     4,790  
August 2025     94,136     4.88     4.61     446  
November 2025     168,892     4.88     4.67     813  
December 2025     387,824     4.88     4.72     1,873  

 

Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s securities listed on the HKEX or on the NYSE (including sale of treasury shares as defined under the Listing Rules) during the fiscal year ended December 31, 2025. The Company did not hold any treasury shares (as defined under the Listing Rules) as of December 31, 2025.

 

27


 

Use of Proceeds from the Global Offering

 

On July 13, 2022, the Shares were listed on the Main Board of the Hong Kong Stock Exchange. The net proceeds from the global offering were HK$482.1 million. As of December 31, 2024, 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.

 

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, which has been paid on September 16, 2025 for holders of Shares and around September 19, 2025 for holders of ADSs. The aggregate amount of cash dividend paid was approximately US$88.9 million (RMB630.9 million at an exchange rate of RMB7.1636 to US$1.0000).

 

On March 31, 2026, the Board approved the distribution of a final cash dividend in the amount of US$0.3764 per ADS or US$ 0.0941 per Share, to holders of ADSs and Shares of record as of the close of business on April 20, 2026, New York Time and Beijing/Hong Kong Time, respectively. The ex-dividend date for holders of Shares in Hong Kong will be April 17, 2026 and the ex-dividend date for holders of ADSs will be April 20, 2026. The payment date is expected to be on April 29, 2026 for holders of Shares and around May 4, 2026 for holders of ADSs. The aggregate amount of cash dividend to be paid is approximately US$115.8 million (RMB809.7 million at an exchange rate of RMB6.9931 to US$1.0000), which is approximately 50% of the Company’s adjusted net profit for the six months ended December 31, 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 final dividend, all valid documents for the transfer of Shares accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 P.M. on April 20, 2026 (Beijing/Hong Kong Time). The record date is April 20, 2026 (Beijing/Hong Kong Time).

 

28


 

Unaudited Consolidated Statements of Profit or Loss

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

 

          For the
year ended
December 31,
    For the
year ended
December 31,
 
    Notes     2024     2025  
              RMB’000       RMB’000  
Revenue     3       16,994,025       21,443,827  
Cost of sales     4       (9,356,965 )     (11,795,708 )
                         
Gross profit             7,637,060       9,648,119  
Other income             21,595       19,377  
Selling and distribution expenses     4       (3,519,534 )     (5,265,758 )
General and administrative expenses     4       (931,651 )     (1,225,373 )
Other net income     5       114,696       195,610  
Reversal of credit loss/(credit loss) on trade and other receivables             2,469       (33,241 )
Impairment loss on non-current assets             (8,846 )     (35,611 )
                         
Operating profit             3,315,789       3,303,123  
Finance income             118,672       104,421  
Finance costs             (92,915 )     (430,930 )
                         
Net finance income/(costs)     6       25,757       (326,509 )
                         
Share of profit/(loss) of equity-accounted investees, net of tax             5,986       (834,453 )
Changes in fair value of redemption liabilities                   (158,491 )
Other expenses                   (70,332 )
                         
Profit before taxation             3,347,532       1,913,338  
Income tax expense     7       (712,104 )     (703,524 )
                         
Profit for the year             2,635,428       1,209,814  
                         
Attributable to:                        
Equity shareholders of the Company             2,617,560       1,205,045  
Non-controlling interests             17,868       4,769  
                         
Profit for the year             2,635,428       1,209,814  
                         
Earnings per share                        
Basic earnings per share (RMB)     8       2.11       0.98  
Diluted earnings per share (RMB)     8       2.10       0.98  

 

29


 

Unaudited Consolidated Statements of Profit or Loss and other Comprehensive Income

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

 

    For the
year ended
December 31,
    For the
year ended
December 31,
 
    2024     2025  
      RMB’000       RMB’000  
Profit for the year     2,635,428       1,209,814  
                 
Items that may be reclassified subsequently to profit or loss:                
Exchange differences on translation of financial statements of foreign operations     19,128       2,914  
Share of other comprehensive loss of equity-accounted investees           (1,046 )
                 
Other comprehensive income for the year     19,128       1,868  
                 
Total comprehensive income for the year     2,654,556       1,211,682  
                 
Attributable to:                
Equity shareholders of the Company     2,635,833       1,210,528  
Non-controlling interests     18,723       1,154  
                 
Total comprehensive income for the year     2,654,556       1,211,682  

 

30


 

Unaudited Consolidated Statements of Financial Position

(Expressed in thousands of Renminbi)

 

          As at December 31,  
    Notes     2024     2025  
              RMB’000       RMB’000  
ASSETS                        
Non-current assets                        
Property, plant and equipment     9       1,436,939       2,109,385  
Right-of-use assets     10       4,172,083       5,121,039  
Intangible assets             8,802       94,951  
Goodwill             21,418       223,187  
Deferred tax assets             181,948       288,679  
Other investments     11       123,399       201,727  
Trade and other receivables     13       341,288       247,511  
Term deposits             140,183        
Financial derivative assets                   774,103  
Interests in equity-accounted investees             38,567       5,486,648  
                         
              6,464,627       14,547,230  
                         
Current assets                        
Other investments     11       100,000        
Inventories     12       2,750,389       3,691,238  
Trade and other receivables     13       2,207,013       3,307,129  
Cash and cash equivalents     14       6,328,121       6,817,129  
Restricted cash             1,026       54,229  
Term deposits             268,952       216,567  
                         
              11,655,501       14,086,292  
                         
Total assets             18,120,128       28,633,522  

 

31


 

          As at December 31,  
    Notes     2024     2025  
        RMB’000     RMB’000  
EQUITY                  
Share capital     17       94       94  
Additional paid-in capital     17       4,683,577       2,887,905  
Other reserves             1,329,126       2,232,854  
Retained earnings             4,302,177       5,497,910  
                         
Equity attributable to equity shareholders of the Company             10,314,974       10,618,763  
Non-controlling interests             40,548       100,508  
                         
Total equity             10,355,522       10,719,271  
                         
LIABILITIES                        
Non-current liabilities                        
Contract liabilities             35,145       22,418  
Loans and borrowings     15       4,310       5,415,416  
Other payables     16       59,842       72,586  
Lease liabilities             1,903,137       2,713,798  
Financial derivative liabilities                   1,184,050  
Deferred income             34,983       33,053  
                         
              2,037,417       9,441,321  
Current liabilities                        
Loans and borrowings     15       566,955       1,751,018  
Trade and other payables     16       3,943,988       4,516,491  
Contract liabilities             323,292       388,746  
Lease liabilities             635,357       950,784  
Deferred income             5,376       965  
Current taxation             252,221       291,245  
Redemption liabilities arising from preferred shares                   573,681  
                         
              5,727,189       8,472,930  
                         
Total liabilities             7,764,606       17,914,251  
                         
Total equity and liabilities             18,120,128       28,633,522  

 

32


 

Unaudited Consolidated Statements of Changes In Equity 

(Expressed in thousands of Renminbi)

 

    Attributable to equity shareholders of the Company              
    Share
capital
    Additional
paid-in
capital
    Merger
reserve
    Treasury
shares
    Share-based
payment
reserve
    Translation
reserve
    PRC
statutory
reserve
    Retained
earnings
    Total     Non-
controlling
interests
    Total equity  
    RMB’000
Note 17
    RMB’000
Note 17
    RMB’000     RMB’000
Note 17
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
Balance at January 1, 2024     95       6,331,375       117,912       (157,610 )     959,906       23,761       170,599       1,722,157       9,168,195       23,022       9,191,217  
                                                                                         
Changes in equity for the year ended December 31, 2024                                                                                        
Profit for the year                                               2,617,560       2,617,560       17,868       2,635,428  
Other comprehensive income for the year                                   18,273                   18,273       855       19,128  
                                                                                         
Total comprehensive income for the year                                   18,273             2,617,560       2,635,833       18,723       2,654,556  
                                                                                         
Dividend declared and paid to equity shareholders of the Company           (1,244,251 )                                         (1,244,251 )           (1,244,251 )
Dividend declared and paid to non-controlling interests                                                           (1,612 )     (1,612 )
Exercise of options and subscription of restricted share units     *     649                                           649             649  
Repurchase of shares                       (330,221 )                             (330,221 )           (330,221 )
Cancellation of shares     (1 )     (403,781 )           403,782                                            
Equity settled share-based transactions                             85,184                         85,184             85,184  
Appropriation to statutory reserve                                         37,540       (37,540 )                  
Acquisition of non-controlling interests           (415 )                                         (415 )     415        
                                                                                         
Balance at December 31, 2024     94       4,683,577       117,912       (84,049 )     1,045,090       42,034       208,139       4,302,177       10,314,974       40,548       10,355,522  

 

* The amount was less than RMB1,000.

 

33


 

    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
  Share of other
comprehensive
loss of equity-
accounted
investees
  Retained
earnings
    Total   Non-
controlling
interests
   Total
equity
 
    RMB’000 Note 17   RMB’000 Note 17   RMB’000   RMB’000 Note 17   RMB’000   RMB’000   RMB’000   RMB’000   RMB’000   RMB’000   RMB’000   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 year ended December 31, 2025                                                                                
Profit for the year                                         1,205,045     1,205,045     4,769     1,209,814  
Other comprehensive income for the year                             6,529         (1,046 )       5,483     (3,615 )   1,868  
                                                                                 
Total comprehensive income for the year                             6,529         (1,046 )   1,205,045     1,210,528     1,154     1,211,682  
                                                                                 
Dividend declared and paid to equity shareholders of the Company         (1,357,748 )                                   (1,357,748 )       (1,357,748 )
Repurchase of shares                 (549,237 )                           (549,237 )       (549,237 )
Cancellation of shares     *   (419,784 )       419,784                                      
Equity settled share-based transactions                         367,869                     367,869         367,869  
Issuance of shares in respect of vesting of restricted share units     *                                       *       *
Exercise of share options and subscription of restricted share units     *   303                                     303         303  
Recognization of Upper-strike call option                     650,711                         650,711         650,711  
Capital contribution from non-controlling interests                                                 6,980     6,980  
Appropriation to statutory reserve                                 9,312         (9,312 )            
Disposal of a subsidiary                                 (194 )           (194 )       (194 )
Acquisition of non-controlling interests         (18,443 )                                   (18,443 )   14,838     (3,605 )
Acquisition of a subsidiary with non- controlling interests                                                 36,988     36,988  
                                                                                 
Balance at December 31, 2025     94     2,887,905     117,912     (213,502 )   650,711     1,412,959     48,563     217,257     (1,046 )   5,497,910     10,618,763     100,508     10,719,271  

  

* The amount was less than RMB1,000.

 

34


 

Unaudited Consolidated Statements of Cash Flows

(Expressed in thousands of Renminbi)  

 

    For the
year ended
December 31,
2024
    For the
year ended
December 31,
2025
 
      RMB’000       RMB’000  
Cash flows from operating activities                
Cash generated from operations     2,995,609       3,347,298  
Income tax paid     (827,275 )     (769,407 )
                 
Net cash from operating activities     2,168,334       2,577,891  
                 
Cash flows from investing activities                
Payment for purchases of property, plant, equipment and intangible assets     (762,538 )     (997,651 )
Proceeds from disposal of property, plant and equipment and
intangible assets     12,446       55,684  
Payments for purchases of other investments     (14,117,719 )     (24,957,607 )
Proceeds from disposal of other investments     14,267,719       25,062,179  
Placement of term deposits     (302,158 )     (125,477 )
Release of term deposits     213,521       290,289  
Interest income     112,404       95,126  
Investment income from other investments     81,145       103,675  
Loan to an equity-accounted investee     (19,926 )     (34,072 )
Payments for investments in equity-accounted investees     (18,148 )     (6,285,796 )
Acquisition of subsidiaries, net of cash acquired           (225,856 )
                 
Net cash used in investing activities     (533,254 )     (7,019,506 )

 

35


 

    For the
year ended
December 31,
    For the
year ended
December 31,
 
    2024     2025  
      RMB’000       RMB’000  
Cash flows from financing activities                
Proceeds from capital injection from shareholders, subscription of restricted shares, restricted share units and exercise of share options     649       303  
Proceeds from loans and borrowings     563,800       4,737,057  
Repayment of loans and borrowings     (718 )     (595,228 )
Payment of capital element and interest element of lease liabilities     (725,075 )     (897,480 )
Interest paid           (96,451 )
Payments for repurchase of shares     (313,416 )     (535,249 )
Dividends paid to equity shareholders of the Company     (1,244,251 )     (1,357,748 )
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  
Proceeds from issue of preferred share           424,862  
Payment for acquisition of non-controlling interest           (3,605 )
Capital injection from non-controlling interest           6,980  
                 
Net cash (used in)/from financing activities     (1,720,623 )     4,969,234  
                 
Net (decrease)/increase in cash and cash equivalents     (85,543 )     527,619  
Cash and cash equivalents at the beginning of the year     6,415,441       6,328,121  
Effect of movements in exchange rates on cash held     (1,777 )     (38,611 )
                 
Cash and cash equivalents at the end of the year     6,328,121       6,817,129  

 

36


 

Notes to the consolidated financial statements

(Expressed in thousands of Renminbi, unless otherwise indicated)

 

1 Basis of preparation and changes in accounting policies

 

(a) Statement of compliance

 

The financial information set out in this announcement does not constitute the Group’s unaudited consolidated financial statements for the year ended December 31, 2025, but is derived from those unaudited financial statements. The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as approved by the International Accounting Standards Board (“IASB”), and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance. These financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange.

 

The measurement basis used in the preparation of the financial statements is the historical cost basis except for financial instruments that are measured at fair values.

 

(b) Changes in accounting policies

 

The Group has adopted amendments to IAS 21 Lack of Exchangeability for the first time for the current year’s financial statements. The amendments do not have a material effect on how the Group’s results and financial position for the current or prior periods have been prepared or presented.

 

The Group has not early adopted any other standard or amendment that has been issued but is not yet effective for the year ended December 31, 2025.

 

2 Segment reporting

 

The Group manages its businesses by divisions, which are organized by a mixture of both brands and geography. In a manner consistent with the way in which information is reported internally to the Group’s most senior executive management for the purposes of resource allocation and performance assessment. On January 1, 2025, the Group changed its segment disclosure to separate MINISO brand into MINISO brand-Chinese mainland and MINISO brand-Overseas. As a result, the Group has presented three reportable segments of MINISO brand-Chinese mainland, MINISO brand-Overseas and TOP TOY brand for the years ended December 31, 2024 and 2025. The Group retrospectively revised prior year segment information to conform to current year presentation.

 

Reportable segments    Operations
     
MINISO brand-Chinese mainland   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

 

37


 

(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 year ended December 31, 2024  
    MINISO brand                    
    Chinese
mainland
    Overseas     Sub-total     TOP TOY
brand
    Unallocated
amounts
    Total  
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
External revenue     9,328,231       6,674,334       16,002,565       983,525       7,935       16,994,025  
Intersegment revenue     3,868,410       3,246       3,871,656       13,858       571,490       4,457,004  
                                                 
Segment revenue     13,196,641       6,677,580       19,874,221       997,383       579,425       21,451,029  
                                                 
Elimination of intersegment revenue                                             (4,457,004 )
                                                 
Consolidated revenue                                             16,994,025  
                                                 
Operating profit/(loss)     1,728,123       1,492,626       3,220,749       97,133       (2,093 )     3,315,789  
Finance income     105,689       9,742       115,431       1,093       2,148       118,672  
Finance costs     (32,179 )     (54,938 )     (87,117 )     (5,798 )           (92,915 )
Share of profit of equity-accounted investees, net of tax           5,986       5,986                   5,986  
                                                 
Profit before taxation     1,801,633       1,453,416       3,255,049       92,428       55       3,347,532  
                                                 
Income tax expense                                             (712,104 )
                                                 
Profit for the year                                             2,635,428  
                                                 
Other material items                                                
Depreciation and amortization     (229,705 )     (483,357 )     (713,062 )     (81,220 )     (14,412 )     (808,694 )
(Credit loss)/reversal of credit loss on trade and other receivables     (226 )     1,346       1,120       841       508       2,469  
Impairment loss on non-current assets     (1,715 )     (5,325 )     (7,040 )     (1,806 )           (8,846 )
Additions to non-current assets during the year*     253,501       2,180,306       2,433,807       214,698       292,993       2,941,498  

 

38


 

    For the year ended December 31, 2025  
    MINISO brand                    
    Chinese
mainland
    Overseas     Sub-total     TOP TOY
brand
    Unallocated
amounts
    Total  
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
External revenue     10,896,147       8,628,754       19,524,901       1,915,618       3,308       21,443,827  
Intersegment revenue     3,508,945       14,978       3,523,923       579,956       650,360       4,754,239  
                                                 
Segment revenue     14,405,092       8,643,732       23,048,824       2,495,574       653,668       26,198,066  
                                                 
Elimination of intersegment revenue                                             (4,754,239 )
                                                 
Consolidated revenue                                             21,443,827  
                                                 
Operating profit/(loss)     1,919,684       1,510,383       3,430,067       (106,156 )     (20,788 )     3,303,123  
Finance income     63,277       34,118       97,395       5,512       1,514       104,421  
Finance costs     (39,509 )     (104,979 )     (144,488 )     (7,441 )     (279,001 )     (430,930 )
Other expenses                             (70,332 )     (70,332 )
Changes in fair value of redemption liabilities                       (158,491 )           (158,491 )
Share of loss of equity-accounted investees, net of tax           (21,769 )     (21,769 )           (812,684 )     (834,453 )
                                                 
Profit/(loss) before taxation     1,943,452       1,417,753       3,361,205       (266,576 )     (1,181,291 )     1,913,338  
                                                 
Income tax expense                                             (703,524 )
                                                 
Profit for the year                                             1,209,814  
                                                 
Other material items                                                
Depreciation and amortization     (280,900 )     (783,732 )     (1,064,632 )     (134,340 )     (7,333 )     (1,206,305 )
Credit loss on trade and other receivables     (12,860 )     (9,103 )     (21,963 )     (11,278 )           (33,241 )
Impairment loss on non-current assets     (204 )     (34,525 )     (34,729 )     (882 )           (35,611 )
Additions to non-current assets during the year*     330,601       2,507,251       2,837,852       397,851       2,110       3,237,813  

 

 

Note:

 

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

 

39


 

(ii) Segment assets and liabilities

 

    As at December 31, 2024  
    MINISO brand                    
    Chinese
mainland
    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 at December 31, 2025  
    MINISO brand                    
    Chinese
mainland
    Overseas     Sub-total     TOP TOY
brand
    Unallocated
amounts
    Total  
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
Segment assets     9,469,659       8,530,298       17,999,957       1,561,354             19,561,311  
Assets relating to construction of headquarters building                             2,581,183       2,581,183  
Assets relating to an investment holding company                             5,481,951       5,481,951  
Apartments for use as staff quarters                             203,972       203,972  
Financial derivative assets                             774,103       774,103  
Other unallocated assets                             31,002       31,002  
                                                 
Consolidated total assets                                             28,633,522  
                                                 
Segment liabilities     5,317,417       3,920,933       9,238,350       1,470,008             10,708,358  
Liabilities relating to construction of headquarters building                             108,064       108,064  
Liabilities relating to an investment holding company                             3,452,000       3,452,000  
Liabilities relating to Equity Linked Securities                             2,415,667       2,415,667  
Financial derivative liabilities                             1,184,050       1,184,050  
Other unallocated liabilities                             46,112       46,112  
                                                 
Consolidated total liabilities                                             17,914,251  

 

40


 

(iii) Geographic information

 

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

 

    For the
year ended
December 31,
    For the
year ended
December 31,
 
    2024     2025  
  RMB’000     RMB’000  
i. Revenue                
                 
Chinese mainland     10,312,116       12,577,451  
Asia excluding China     2,541,817       2,736,150  
North America     1,985,051       3,342,918  
Latin America     1,445,691       1,560,169  
Europe     414,493       703,771  
Other     294,857       523,368  
                 
      16,994,025       21,443,827  

 

    As at December 31,  
    2024     2025  
    RMB’000     RMB’000  
ii. Non-current assets                
                 
Chinese mainland     3,626,187       3,963,551  
Asia excluding China     413,285       515,983  
North America     1,725,032       2,210,602  
Europe     72,168       633,333  
Other     143,858       472,604  
                 
      5,980,530       7,796,073  

 

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

 

3 Revenue

 

The Group’s revenue is primarily derived from the sale of lifestyle and pop toy products through self-operated stores, franchised stores, offline distributors in the PRC and overseas and online sales conducted through the Group’s self-operated online stores on 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.

 

41


 

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   For the  
    year ended   year ended  
    December 31,   December 31,  
    2024   2025  
      RMB’000     RMB’000  
Major products/service lines              
– Sales of lifestyle and pop toy products              
– Retail sales in self-operated stores     3,158,895     5,410,291  
– Product sales to franchisees     7,923,836     8,853,156  
– Sales to offline distributors     3,369,238     3,887,954  
– Online sales     941,055     1,412,624  
– Other sales channels     48,190     109,188  
               
Sub-total     15,441,214     19,673,213  
               
– License fees, sales-based royalties, and sales-based management and consultation service fees              
– License fees     96,836     155,123  
– Sales-based royalties     131,402     155,185  
– Sales-based management and consultation service fees     640,944     751,575  
               
Sub-total     869,182     1,061,883  
               
– Others*     683,629     708,731  
               
      16,994,025     21,443,827  
               
Timing of revenue recognition              
– Point in time     16,101,797     20,347,756  
– Over time     892,228     1,096,071  
               
Revenue from contracts with customers     16,994,025     21,443,827  

 

 

Note:

 

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

 

42


 

4 Expenses by nature

 

    For the
year ended
December 31,
2024
  For the
year ended
December 31,
2025
 
    RMB’000   RMB’000  
Cost of inventories     9,099,543     11,533,059  
Payroll and employee benefits(i)     1,475,943     2,296,516  
Rental and related expenses     279,429     444,216  
Depreciation and amortization(ii)     808,694     1,206,305  
Licensing expenses     420,895     608,764  
Promotion and advertising expenses     572,435     704,285  
Logistics expenses     535,021     594,235  
Travelling expenses     121,506     141,143  
Other expenses     494,684     758,316  
               
Total cost of sales, selling and distribution and general and administrative expenses     13,808,150     18,286,839  

 

 

Notes:

 

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

 

    For the
year ended
December 31,
2024
  For the
year ended
December 31,
2025
 
    RMB’000   RMB’000  
Salaries, wages and bonus     1,202,421     1,670,100  
Contributions to social security contribution plan     140,311     181,962  
Welfare expenses     48,027     76,585  
Equity-settled share-based payment expenses     85,184     367,869  
               
      1,475,943     2,296,516  

 

(ii)   Depreciation and amortization are analyzed as follows: 

 

    For the
year ended
December 31,
2024
  For the
year ended
December 31,
2025
 
    RMB’000   RMB’000  
Property, plant and equipment     157,214     270,000  
Right-of-use assets     684,462     971,471  
Less: amount capitalized as construction in progress     (45,210 )   (45,210 )
Intangible assets     12,228     10,044  
               
      808,694     1,206,305  

 

43


 

5 Other net income

 

    For the
year ended
December 31,
2024
    For the
year ended
December 31,
2025
 
    RMB’000     RMB’000  
Net foreign exchange losses     (33,730 )     (19,357 )
(Losses)/gain on disposal of property, plants and equipment and intangible assets     (2,534 )     7,275  
Investment income from other investments     81,145       103,675  
Gains on revaluation of the previously held equity-accounted investees           8,600  
Scrap income     10,742       11,935  
Net change in fair value of other investments     29,930       77,227  
Reversal of litigation compensation     300        
Gains relating to cancellation and modification of lease contracts     15,201       12,123  
Gain on disposal of a subsidiary     8,759       194  
Others     4,883       (6,062 )
                 
      114,696       195,610  

 

6 Net finance income/(costs)

 

    For the
year ended
December 31,
2024
    For the
year ended
December 31,
2025
 
    RMB’000     RMB’000  
Finance income                
– Interest income     118,672       104,421  
                 
Finance costs                
– Interest on loans and borrowings     (1,292 )     (111,759 )
– Interest on lease liabilities     (91,623 )     (126,829 )
– Interest on the Equity Linked Securities           (192,342 )
      (92,915 )     (430,930 )
                 
Net finance income/(costs)     25,757       (326,509 )

 

44


 

7 Income taxes

 

(a) Taxation recognized in consolidated profit or loss:

 

    For the
year ended
December 31,
2024
    For the
year ended
December 31,
2025
 
    RMB’000     RMB’000  
Amounts recognized in consolidated profit or loss                
Current tax                
Provision for the year     789,640       813,713  
Deferred tax                
Origination and reversal of temporary differences     (77,536 )     (110,189 )
                 
 Tax expense     712,104       703,524  

 

1) Cayman Islands and the BVI

 

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

 

2) Hong Kong

 

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiaries generally are subject to Hong Kong Profits Tax at the rate of 16.5% on their taxable income generated from the operations in Hong Kong.

 

3) Chinese Mainland

 

Under the Corporate Income Tax (“CIT”) Law, the Company’s subsidiaries established in Chinese Mainland generally are subject to a unified statutory CIT rate of 25%.

 

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

 

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

 

A subsidiary established in Guangzhou, the PRC, is eligible for high and new technology enterprise preferential income tax rate of 15% for three years ended December 31, 2027.

 

4) United States

 

Under United States Internal Revenue Code, the Company’s subsidiaries established in the United States are subject to a Federal CIT rate of 21% and various state income and taxes.

 

5) Indonesia

 

A subsidiary established in Indonesia is subject to a CIT rate of 22%.

 

45


 

6) India

 

Under the Income Tax Act 1961 enacted in India, a subsidiary established in India is subject to a CIT rate of 26% for fiscal year ended March 31, 2022 and 25.17% from fiscal year ended March 31, 2023 and onwards.

 

7) Canada

 

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

 

8) Singapore

 

Under the Income Tax Act enacted in Singapore, the Company’s subsidiaries established in Singapore are subject to a tax rate of 17%.

 

9) Vietnam

 

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

 

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

 

    For the
year ended
December 31,
2024
    For the
year ended
December 31,
2025
 
    RMB’000     RMB’000  
Profit before taxation     3,347,532       1,913,338  
                 
Notional tax on profit before taxation, calculated at the rates applicable to profits in the jurisdictions concerned     859,697       572,459  
Tax effect of share-based compensation expenses     20,127       54,151  
Tax effect of other non-deductible expenses     13,060       2,696  
Effect of preferential tax treatments on assessable profits of certain subsidiaries     (101,522 )     (96,588 )
Tax effect of additional deduction on research and development costs     (6,179 )     (3,364 )
Tax effect of exempted and non-taxable income     (11,978 )     (7,185 )
Effect of unused tax losses being utilized     (56,271 )     (16,497 )
Effect of deductible temporary differences not recognized     1,736       197,984  
Others     (6,566 )     (132 )
                 
Actual tax expenses     712,104       703,524  

 

46


 

8 Earnings per share

 

(a) Basic earnings per share

 

For the years ended December 31, 2024 and 2025, the calculation of basic earnings per share has been based on the profit attributable to ordinary shareholders of the Company of RMB2,617,560,000 and RMB1,205,045,000 and weighted-average number of ordinary shares outstanding calculated as follows:

 

    For the
year ended
December 31,
2024
    For the
year ended
December 31,
2025
 
    Number of shares     Number of shares  
Issued ordinary share at the beginning of the year     1,243,332,789       1,233,993,805  
Effect of shares released from share incentive plan     1,311,146       1,615,301  
Effect of repurchase of shares     (5,249,672 )     (9,147,380 )
                 
Weighted average number of ordinary shares     1,239,394,263       1,226,461,726  

 

(b) Diluted earnings per share

 

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

 

For the years ended December 31, 2024 and 2025, the calculation of diluted earnings per share were based on the profit attributable to ordinary equity shareholders of the Company of RMB2,617,560,000 and RMB1,205,045,000 respectively, and the weighted average number of ordinary shares, after adjusting by the dilutive effect of share incentive plan, calculated as follows:

 

    For the
year ended
December 31,
2024
    For the
year ended
December 31,
2025
 
    Number of shares     Number of shares  
Weighted average number of ordinary shares, basic     1,239,394,263       1,226,461,726  
Dilutive effect of share incentive plan     7,423,354       7,075,845  
                 
Weighted average number of ordinary shares, diluted     1,246,817,617       1,233,537,571  

 

47


 

9 Property, plant and equipment

 

          Leasehold     Office     Store
operating
    Motor           Construction        
    Apartments     improvements     equipment     equipment     vehicles     Moulds     in progress     Total  
    RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000     RMB’000  
Cost:                                                                
At January 1, 2024     242,639       226,283       61,838       49,831       3,369       50,903       355,485       990,348  
Additions           139,312       32,187       24,352       2,067       21,792       626,541       846,251  
Transfer from construction in progress           353,298                               (353,298 )      
Disposals           (12,810 )     (12,200 )     (3,619 )           (5,909 )           (34,538 )
Exchange adjustments           6,405       (1,998 )     1,825       (8 )           1,060       7,284  
                                                                 
At December 31, 2024     242,639       712,488       79,827       72,389       5,428       66,786       629,788       1,809,345  
                                                                 
Acquisition of subsidiaries                 20,824                               20,824  
Additions           273,789       13,531       24,137       3,818       13,665       680,254       1,009,194  
Transfer from construction in progress           267,709             3,000             23,584       (294,293 )      
Disposals     (6,738 )     (44,538 )     (10,677 )     (7,211 )     (346 )     (5,141 )           (74,651 )
Exchange adjustments           (2,616 )     (236 )     (291 )     (14 )     (2,378 )     (4,151 )     (9,686 )
                                                                 
At December 31, 2025     235,901       1,206,832       103,269       92,024       8,886       96,516       1,011,598       2,755,026  
                                                                 
Accumulated depreciation:                                                                
At January 1, 2024     (20,607 )     (69,363 )     (37,543 )     (24,001 )     (2,167 )     (41,152 )           (194,833 )
Charge for the year     (8,278 )     (109,297 )     (12,211 )     (8,363 )     (457 )     (18,608 )           (157,214 )
Written back on disposals           3,703       8,343       85             5,765             17,896  
Exchange adjustments           (5,142 )     641       (346 )                       (4,847 )
                                                                 
At December 31, 2024     (28,885 )     (180,099 )     (40,770 )     (32,625 )     (2,624 )     (53,995 )           (338,998 )
                                                                 
Charge for the year     (8,076 )     (190,226 )     (17,905 )     (22,367 )     (2,512 )     (28,914 )           (270,000 )
Written back on disposals     5,032       10,655       635       559       12       597             17,490  
Exchange adjustments           1,092       37       153       38       3,379             4,699  
                                                                 
At December 31, 2025     (31,929 )     (358,578 )     (58,003 )     (54,280 )     (5,086 )     (78,933 )           (586,809 )
                                                                 
Impairment:                                                                
At January 1, 2024           (21,919 )     (1,658 )     (2,632 )                       (26,209 )
Addition           (5,801 )           (3,045 )                       (8,846 )
Written back on disposals           1,662                                     1,662  
Exchange adjustments           (545 )     150       380                         (15 )
                                                                 
At December 31, 2024           (26,603 )     (1,508 )     (5,297 )                       (33,408 )
                                                                 
Addition           (33,866 )           (1,633 )                       (35,499 )
Written back on disposals           3,039             5,713                         8,752  
Exchange adjustments           1,103             220                         1,323  
                                                                 
At December 31, 2025           (56,327 )     (1,508 )     (997 )                       (58,832 )
                                                                 
Net book value:                                                                
At December 31, 2024     213,754       505,786       37,549       34,467       2,804       12,791       629,788       1,436,939  
                                                                 
At December 31, 2025     203,972       791,927       43,758       36,747       3,800       17,583       1,011,598       2,109,385  

 

48


 

10 Right-of-use assets

 

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

 

    Property     Warehouse
equipment
    Land use right     Total  
    RMB’000     RMB’000     RMB’000     RMB’000  
Cost:                                
At January 1, 2024     1,652,404       10,648       1,782,410       3,445,462  
                                 
Additions     2,093,794                   2,093,794  
Derecognition     (367,834 )     (10,648 )           (378,482 )
Exchange adjustments     3,820                   3,820  
                                 
At December 31, 2024     3,382,184             1,782,410       5,164,594  
                                 
Additions     2,097,560       13,666             2,111,226  
Derecognition     (434,893 )                 (434,893 )
Exchange adjustments     (35,394 )                 (35,394 )
                                 
At December 31, 2025     5,009,457       13,666       1,782,410       6,805,533  
                                 
Accumulated depreciation:                                
At January 1, 2024     (437,087 )     (9,172 )     (98,343 )     (544,602 )
                                 
Charge for the year     (637,772 )     (1,478 )     (45,212 )     (684,462 )
Derecognition     227,072       10,650             237,722  
Exchange adjustments     (1,169 )                 (1,169 )
                                 
At December 31, 2024     (848,956 )           (143,555 )     (992,511 )
                                 
Charge for the year     (918,624 )     (7,637 )     (45,210 )     (971,471 )
Derecognition     275,526                   275,526  
Exchange adjustments     4,074                   4,074  
                                 
At December 31, 2025     (1,487,980 )     (7,637 )     (188,765 )     (1,684,382 )
                                 
Impairment:                                
At January 1, 2024 and December 31, 2024                        
                                 
Charge for the year     (112 )                 (112 )
                                 
At December 31, 2025     (112 )                 (112 )
                                 
Net book value:                                
At December 31, 2024     2,533,228             1,638,855       4,172,083  
                                 
At December 31, 2025     3,521,365       6,029       1,593,645       5,121,039  

 

49


 

11 Other investments

 

    As at December 31,  
    2024     2025  
    RMB’000     RMB’000  
Financial assets measured at FVTPL:                
Non-current                
– Investment in an unlisted limited partnership enterprise(i)     123,399       201,727  
                 
Current                
– Investment in structured deposit(ii)     100,000        
                 
      100,000        

 

Notes:

 

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

 

(ii) In December 2024, the Group invested in structured deposit managed by a bank in the PRC with the principal guaranteed amounting to RMB100,000,000. This structured deposit is redeemable every seven days and the investment return is settled every seven days. Investment return of the structured deposit is calculated at variable rates determined by reference to intermediate rates of Euro against US dollar.

 

12 Inventories

 

    As at December 31,  
    2024     2025  
    RMB’000     RMB’000  
Finished goods     2,742,092       3,676,409  
Low-value consumables     8,297       14,829  
                 
      2,750,389       3,691,238  

 

50


 

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

 

    For the
year ended
December 31,
2024
    For the
year ended
December 31,
2025
 
    RMB’000     RMB’000  
Carrying amount of inventories sold     9,074,490       11,492,275  
Write-down of inventories     25,053       40,784  
                 
Cost of inventories recognized in consolidated statements of profit or loss     9,099,543       11,533,059  

 

13 Trade and other receivables

 

    As at December 31,  
    2024     2025  
    RMB’000     RMB’000  
Non-current                
Trade receivables     14,653       3,263  
Less: loss allowance     (18 )     (4 )
                 
Trade receivables, net of loss allowance(iii)     14,635       3,259  
Amounts due from related parties     16,708       15,575  
Deposits     193,810       171,039  
Prepayments for lease     72,000        
Value-added tax (“VAT”) recoverable     44,135       57,638  
                 
      341,288       247,511  
                 
Current                
Trade receivables     742,622       1,228,178  
Less: loss allowance     (67,699 )     (77,678 )
                 
Trade receivables, net of loss allowance     674,923       1,150,500  
Amounts due from related parties     45,424       78,052  
Miscellaneous expenses paid on behalf of franchisees     642,073       737,986  
VAT recoverable     208,221       361,691  
Rental deposits     71,001       159,224  
Receivables due from online payment platforms and banks(i)     77,990       113,841  
Prepayments for inventories     73,538       99,738  
Prepayments for licensing expenses     65,040       91,934  
Prepayments for promotion and advertising expenses     30,349       32,970  
Prepayments for repurchase of shares     70,518       56,530  
Prepayment for rental     47,665       78,764  
Prepaid income tax     82,304       69,270  
Others     117,967       276,629  
                 
      2,207,013       3,307,129  

 

51


 

 

Notes:

 

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

 

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

 

(iii) Trade receivables relating to certain sales of fixtures to franchisees are collected by installments within the periods ranging from 18 to 38 months and the portion which is expected to be recovered after one year are classified as non-current. All other trade debtors are due within 30 to 180 days from the date of revenue recognition for domestic and overseas customers respectively.

 

Aging analysis

 

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

 

    As at December 31,  
    2024     2025  
    RMB’000     RMB’000  
Non-current portion                
Within 90 days     1,093       1,256  
91 to 180 days     3,536       74  
181 to 360 days     4,779       1,130  
361 to 540 days     5,076       570  
Over 540 days     151       229  
                 
      14,635       3,259  
                 
Current portion                
Within 90 days     508,247       812,897  
91 to 180 days     119,343       169,547  
181 to 360 days     34,987       140,795  
361 to 540 days     10,837       15,946  
Over 540 days     1,509       11,315  
                 
      674,923       1,150,500  

 

52


 

14 Cash and cash equivalents

 

Cash and cash equivalents comprise:

 

    As at December 31,  
    2024     2025  
    RMB’000     RMB’000  
Cash on hand     4,465       9,666  
Cash at bank     6,323,656       6,807,463  
                 
Cash and cash equivalents as presented in the consolidated statements of financial position and in the consolidated statements of cash flows     6,328,121       6,817,129  

 

15 Loans and borrowings

 

    As at December 31,  
    2024     2025  
    RMB’000     RMB’000  
Non-current liabilities                
Borrowings from a non-controlling interest shareholder     4,310       2,210  
Equity Linked Securities – liability component           2,406,744  
Bank loans           3,006,462  
                 
      4,310       5,415,416  
                 
Current liabilities                
Current portion of borrowings from a non-controlling interest shareholder     2,155       2,211  
Equity Linked Securities – liability component           8,923  
Bank loans           966,789  
Other borrowings     564,800       773,095  
                 
      566,955       1,751,018  

 

53


 

16 Trade and other payables

 

    As at December 31,  
    2024     2025  
    RMB’000     RMB’000  
Non-current                
Payable relating to construction projects     59,842       72,586  
                 
Current                
Trade payables     1,278,535       1,551,682  
Payroll payable     148,352       187,895  
Accrued expenses     375,588       372,210  
Other taxes payable     58,899       111,984  
Deposits     1,839,844       1,913,182  
Payable relating to leasehold improvements     93,514       104,523  
Payable relating to construction projects     25,579       733  
Amounts due to related parties     8,123       8,834  
Others     115,554       265,448  
                 
      3,943,988       4,516,491  

 

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

 

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

 

Aging analysis

 

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

 

    As at December 31,  
    2024     2025  
    RMB’000     RMB’000  
Within 1 month     1,203,435       1,416,082  
1 to 3 months     54,490       75,434  
3 months to 1 year     14,210       47,601  
Over 1 year     6,400       12,565  
                 
      1,278,535       1,551,682  

 

54


 

17 Share capital and additional paid-in capital

 

As at December 31, 2024 and 2025, the Company authorized 10,000,000,000 ordinary shares, with a par value of USD0.00001 each.

 

As of December 31, 2024 and 2025, analysis of the Company’s issued shares including treasury shares reserved for the share incentive plan, was as follows:

 

    As at December 31, 2024     As at December 31, 2025  
    Number of
shares
    Share capital     Number of
shares
    Share capital  
          RMB’000           RMB’000  
Ordinary shares     1,249,871,833       94       1,237,564,177       94  

 

(i) During the year ended December 31, 2025, the Company issued 1,465,524 shares in respect of vesting of restricted share units.

 

(ii) During the years ended December 31, 2024 and 2025, 2,320,360 and 1,274,624 of restricted shares units and options were vested and exercised, and were released from treasury shares into ordinary shares.

 

(iii) As at December 31, 2024 and 2025, among the ordinary shares issued, 15,878,028 and 18,428,520 shares were recognized as treasury shares, respectively.

 

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

 

On August 30, 2024, the Board authorized a new share repurchase program under which the Company may repurchase up to HKD2 billion of its shares within a period of 12 months starting from August 30, 2024 (the “2024 Share Repurchase Program”).

 

During the year ended December 31, 2024, the Company repurchased 5,662,344 ordinary shares on the New York Stock Exchange and 5,997,000 ordinary shares on the Hong Kong Stock Exchange under the 2023 and 2024 Share Repurchase Program for total considerations of USD22,679,000 (equivalent to RMB160,687,000) and HKD186,479,000 (equivalent to RMB169,534,000), respectively.

 

On March 21, 2025, the Board authorized an extension on 2024 Share Repurchase Program to be valid until June 30, 2026 under which the Company may further repurchase up to HKD1.8 billion of its shares within a period from March 28, 2025 to April 1, 2026.

 

55


 

During the year ended December 31, 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 New York Stock Exchange     Shares repurchased on the Hong Kong Stock Exchange  
Month   Number
of shares
repurchased
    Highest
price paid
per share
    Lowest
price paid
per share
    Aggregate
price
paid
    Number
of shares
repurchased
    Highest
price paid
per share
    Lowest
price paid
per share
    Aggregate
price paid
 
          USD     USD     USD’000           HKD     HKD     HKD’000  
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  
July 2025     1,052,800       4.88       4.35       4,790       1,015,800       38.00       33.95       35,912  
August 2025     94,136       4.88       4.61       446       159,000       38.00       36.25       5,953  
November 2025     168,892       4.88       4.67       813       972,000       38.00       36.36       35,973  
December 2025     387,824       4.88       4.72       1,873       2,280,400       39.24       36.10       85,777  
                                                                 
Total     5,003,496                       22,068       12,594,800                       426,292  
                                                                 
Equivalent to RMB’000                             158,158                               391,079  

 

Under the 2024 Share Repurchase Program, 9,326,400 ordinary shares repurchased on the Hong Kong Stock Exchange and 4,446,780 ordinary shares repurchased on the New York Stock Exchange were cancelled as of December 31, 2025.

 

18 Dividends

 

During the year ended December 31, 2024, special cash dividends of USD0.0725 per ordinary share and interim cash dividends of USD0.0686 per ordinary share, amounting to USD90,635,000 (equivalent to RMB643,176,000) and USD85,221,000 (equivalent to RMB601,075,000), were declared and paid by the Company. The dividends were distributed from additional paid-in capital.

 

During the year ended December 31, 2025, final dividends of USD0.0817 per ordinary share and interim cash dividends of USD0.0724 per ordinary share, amounting to USD101,292,000 (equivalent to RMB726,875,000) and USD88,922,000 (equivalent to RMB630,873,000), were declared and paid by the Company. The dividends were distributed from additional paid-in capital.

 

56


 

PUBLICATION OF THE ANNUAL RESULTS ANNOUNCEMENT AND ANNUAL REPORT

 

This annual results announcement is published on the website of the HKEX at www.hkexnews.hk and our Company’s website at ir.miniso.com. The annual report of the Company for the fiscal year ended December 31, 2025 will be sent to the Company’s shareholders and made available for review on the above websites in due course. A separate environmental, social and governance report of the Company will also be made available for review on the above websites in due course.

 

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

 

Hong Kong, March 31, 2026

 

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

 

57

 

EX-99.7 8 tm2610734d1_ex99-7.htm EXHIBIT 99.7
Exhibit 99.7

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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: 01 April 2026 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) 31 March 2026 1,238,960,393 0 1,238,960,393 1). Other (please specify) See Part B Date of changes 31 March 2026 % Closing balance as at (Notes 5 and 6) 31 March 2026 1,238,960,393 0 1,238,960,393


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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 31 March 2026 98,120 0.0079 % USD 4.0451


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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). 31 March 2026 98,120 On another stock exchange New York Stock Exchange USD 4.075 USD 4.005 USD 396,905.48 Total number of shares repurchased 98,120 Aggregate price paid $ USD 396,905.48 Number of shares repurchased for cancellation 98,120 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) 12,548,228 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 1.010952 % 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 30 April 2026


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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 24,530 ADSs (representing 98,120 ordinary shares) on the NYSE on March 31, 2026 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-99.8 9 tm2610734d1_ex99-8.htm EXHIBIT 99.8
Exhibit 99.8

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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: 01 April 2026 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) 31 March 2026 1,238,960,393 0 1,238,960,393 1). Other (please specify) See Part B Date of changes 01 April 2026 % Closing balance as at (Notes 5 and 6) 01 April 2026 1,238,960,393 0 1,238,960,393


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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 01 April 2026 60,600 0.0049 % HKD 32.239


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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). 01 April 2026 60,600 On the Exchange HKD 32.7 HKD 31.66 HKD 1,953,683 Total number of shares repurchased 60,600 Aggregate price paid $ HKD 1,953,683 Number of shares repurchased for cancellation 60,600 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) 12,608,828 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 1.015834 % 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 01 May 2026 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 60,600 ordinary shares on April 1, 2026 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)