Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
13 Diciembre 2023 - 5:02AM
Edgar (US Regulatory)
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 December 2023
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 — HKEx Announcement — Voluntary Announcement — Update on Increase Plan In Shareholding By Management
Exhibit 99.2 — Next Day Disclosure Return Dated December 11, 2023
Exhibit 99.3 — Next Day Disclosure Return Dated December 12, 2023
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.
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MINISO Group Holding Limited |
|
By |
: |
/s/ Jingjing Zhang |
|
Name |
: |
Jingjing Zhang |
|
Title |
: |
Chief Financial Officer |
Date: December 13, 2023
Exhibit 99.1
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)
VOLUNTARY
ANNOUNCEMENT
UPDATE
ON INCREASE PLAN IN SHAREHOLDING BY MANAGEMENT
This
is a voluntary announcement made by MINISO Group Holding Limited (the “Company”) to provide its shareholders and potential
investors with information in relation to the latest developments regarding the Company.
Reference
is made to the announcement of the Company dated December 5, 2023 in relation to the plan of certain management members of the Company
to acquire certain shares of the Company in the open market in the coming month.
The
board of directors (the “Board”) of Company was informed that Mr. Zhang Jingjing, the Company’s Chief Financial
Officer and Vice President, together with Mr. Huang Zheng, General Manager of MINISO Overseas distributor markets and Vice President,
and Mr. Yao Jianzheng, General Manager of MINISO China and Vice President (together as the “Management”), have acquired
the Company’s shares in the open market in the amount of about USD400,000, USD300,000 and USD300,000 respectively as of the date
of this announcement, re-affirming their commitment and confidence in the value and long-term development of the Company. The Management
may further increase their shareholding in the Company as and when appropriate and subject to compliance with the applicable laws and
regulations.
Shareholders
and potential investors should note that any share purchase by the Company’s management may be done subject to market conditions
and at the individual’s absolute discretion. Shareholders and potential investors should therefore exercise caution when dealing
in the shares.
|
By
Order of the Board |
|
MINISO
Group Holding Limited |
|
Mr. YE
Guofu |
|
Executive
Director and Chairman |
Hong
Kong, December 12, 2023
As
of the date of this announcement, the Board comprises Mr. YE Guofu as executive director, Ms. XU Lili, Mr. ZHU Yonghua and Mr. WANG Yongping
as independent non-executive directors.
Exhibit 99.2
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Page 1 of 4 v 1.2.5
Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
Instrument: Equity issuer Status: New Submission
Name of Issuer: MINISO Group Holding Limited
Date Submitted: 11 December 2023
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board
Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
Section I
1. Class of shares Ordinary shares Type of shares Not applicable Listed on SEHK (Note 11) Yes
Stock code (if listed) 09896 Description
Issues of shares
(Notes 6 and 7) No. of shares
Issued shares as a %
of existing number of
issued shares before
relevant share issue
(Notes 4, 6 and 7)
Issue price per share
(Notes 1 and 7)
Closing market price per
share of the immediately
preceding business day
(Note 5)
% discount(-)/
premium of issue
price to market price
(Note 7)
Opening balance as at (Note 2) 30 November 2023 1,263,689,685
1). Repurchase of shares (or other securities) but not cancelled
Repurchase of 99,662 American depository shares
(representing 398,648 ordinary shares) on December
8, 2023 U.S. time
Date of changes 08 December 2023
398,648 0.031546 % %
Closing balance as at (Note 8) 08 December 2023 1,263,689,685 |
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Page 2 of 4 v 1.2.5
Notes to Section I:
1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.
2. 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.
3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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.
4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose
any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day
Disclosure Return.
5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market
price per share of the business day on which the shares were last traded”.
6. In the context of a repurchase of shares:
■ “issues of shares” should be construed as “repurchases of shares”; and
We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the
listed issuer and, insofar as applicable:
(Note 9)
(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing 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 10);
(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 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;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have 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. |
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Page 3 of 4 v 1.2.5
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before
relevant share repurchase”.
7. In the context of a redemption of shares:
■ “issues of shares” should be construed as “redemptions of shares”;
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant
share redemption”; and
■ “issue price per share” should be construed as “redemption price per share”.
8. The closing balance date is the date of the last relevant event being disclosed.
9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.
10. “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.
11. SEHK refers to Stock Exchange of Hong Kong. |
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Page 4 of 4 v 1.2.5
We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules / GEM Listing Rules and that there
have been no material changes to the particulars contained in the Explanatory Statement dated October 19, 2022 which has been filed with the Exchange. We also confirm that any purchases
set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.
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).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
Section II
1. Class of shares Ordinary shares Type of shares Not applicable Listed on SEHK (Note) Yes
Stock code (if listed) 09896 Description
A. Purchase report
Trading date Number of securities purchased Method of purchase (Note) Price per share or highest price paid $ Lowest price paid $ Total paid $
1). 08 December 2023 398,648 On another stock exchange
New York Stock Exchange
USD 4.9625 USD 4.8325 USD 1,949,355.36
Total number of securities 398,648 purchased
B. Additional information for issuer whose primary listing is on the Exchange
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution
( (a) x 100 )/ Number of shares in issue
Total paid $ USD 1,949,355.36
(a) 398,648
0.031464 %
Remarks: The "Exchange" mentioned in B above refers to the New York Stock Exchange.
Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.
Submitted by: Ye Guofu
(Name)
Title: Director
(Director, Secretary or other Duly Authorised Officer) |
Exhibit 99.3
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Page 1 of 4 v 1.2.5
Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
Instrument: Equity issuer Status: New Submission
Name of Issuer: MINISO Group Holding Limited
Date Submitted: 12 December 2023
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board
Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
Section I
1. Class of shares Ordinary shares Type of shares Not applicable Listed on SEHK (Note 11) Yes
Stock code (if listed) 09896 Description
Issues of shares
(Notes 6 and 7) No. of shares
Issued shares as a %
of existing number of
issued shares before
relevant share issue
(Notes 4, 6 and 7)
Issue price per share
(Notes 1 and 7)
Closing market price per
share of the immediately
preceding business day
(Note 5)
% discount(-)/
premium of issue
price to market price
(Note 7)
Opening balance as at (Note 2) 08 December 2023 1,263,689,685
1). Repurchase of shares (or other securities) but not cancelled
Repurchase of 99,662 American depository shares
(representing 398,648 ordinary shares) on December
8, 2023 U.S. time
Date of changes 08 December 2023
398,648 % %
2). Repurchase of shares (or other securities) but not cancelled
Repurchase of 102,365 American depository shares
(representing 409,460 ordinary shares) on December
11, 2023 U.S. time
Date of changes 11 December 2023
409,460 0.0324 % %
Closing balance as at (Note 8) 11 December 2023 1,263,689,685 |
| FF304
Page 2 of 4 v 1.2.5
Notes to Section I:
1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.
2. 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.
3. Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. 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.
4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose
any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day
Disclosure Return.
5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market
price per share of the business day on which the shares were last traded”.
6. In the context of a repurchase of shares:
■ “issues of shares” should be construed as “repurchases of shares”; and
We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the
listed issuer and, insofar as applicable:
(Note 9)
(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing 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 10);
(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 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;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have 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. |
| FF304
Page 3 of 4 v 1.2.5
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before
relevant share repurchase”.
7. In the context of a redemption of shares:
■ “issues of shares” should be construed as “redemptions of shares”;
■ “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant
share redemption”; and
■ “issue price per share” should be construed as “redemption price per share”.
8. The closing balance date is the date of the last relevant event being disclosed.
9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.
10. “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.
11. SEHK refers to Stock Exchange of Hong Kong. |
| FF304
Page 4 of 4 v 1.2.5
We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules / GEM Listing Rules and that there
have been no material changes to the particulars contained in the Explanatory Statement dated October 19, 2022 which has been filed with the Exchange. We also confirm that any purchases
set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.
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).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
Section II
1. Class of shares Ordinary shares Type of shares Not applicable Listed on SEHK (Note) Yes
Stock code (if listed) 09896 Description
A. Purchase report
Trading date Number of securities purchased Method of purchase (Note) Price per share or highest price paid $ Lowest price paid $ Total paid $
1). 11 December 2023 409,460 On another stock exchange
New York Stock Exchange
USD 4.9825 USD 4.825 USD 2,005,874.75
Total number of securities 409,460 purchased
B. Additional information for issuer whose primary listing is on the Exchange
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution
( (a) x 100 )/ Number of shares in issue
Total paid $ USD 2,005,874.75
(a) 808,108
0.063782 %
Remarks: The "Exchange" mentioned in B above refers to the New York Stock Exchange.
Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.
Submitted by: Ye Guofu
(Name)
Title: Director
(Director, Secretary or other Duly Authorised Officer) |
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