SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
| Miniso Group Holding Limited |
| (Name of Issuer) |
| |
| Ordinary Shares, par value $0.00001 per share |
| (Title of Class of Securities) |
| |
| 66981J 102 ** |
| (CUSIP Number) |
| |
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
| ¨ |
Rule 13d-1(b) |
| ¨ |
Rule 13d-1(c) |
| x |
Rule 13d-1(d) |
*The remainder of this cover page shall be
filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
** CUSIP number 66981J 102 has been assigned to
the American depositary shares ("ADSs") of the Issuer, which are quoted on the New York Stock Exchange under the symbol "MNSO."
Each ADS represents four ordinary shares of the Issuer. No CUSIP number has been assigned to the ordinary shares of the Issuer.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
| CUSIP Number: 66981J102 |
Page 1 of 12 |
| 1. |
Name of Reporting Person
Guofu Ye
|
| 2. |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨
|
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
People's Republic of China
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
775,541,061(1)
|
| 7. |
Sole Dispositive Power
0
|
| 8. |
Shared Dispositive Power
775,541,061(1)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
775,541,061
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row 9
61.4%(2)
|
| 12. |
Type of Reporting Person
IN |
| (1) | Represents (i) 314,290,482 ordinary shares directly held by Mini Investment Limited, a limited liability company incorporated under the
laws of British Virgin Islands, (ii) 203,401,382 ordinary shares (including 8,896,000 ordinary shares in the form of 2,224,000 ADSs) directly
held by YGF MC Limited, a limited liability company incorporated under the laws of British Virgin Islands, and (iii) 257,849,197 ordinary
shares directly held by YYY MC Limited, a limited liability company incorporated under the laws of British Virgin Islands. |
Mini Investment Limited
is wholly owned by YGF Development Limited, a limited liability company incorporated under the laws of British Virgin Islands. All shares
of YGF Development Limited are held by TMF (Cayman) Ltd. on behalf of YGF Trust, with TMF (Cayman) Ltd. as the trustee, and Mr. Ye and
his family members as beneficiaries. Mr. Guofu Ye is deemed to be the controlling person of the trust. YGF MC Limited is wholly-owned
by Mr. Guofu Ye. YYY MC Limited is wholly owned by YYY Development Limited, a limited liability company incorporated under the laws of
British Virgin Islands. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust, with TMF (Cayman)
Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yunyun Yang is deemed to be the controlling person of the
trust.
Ms. Yunyun Yang is
Mr. Guofu Ye’s spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned
by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares
directly held by Mini Investment Limited, YGF MC Limited and YYY MC Limited.
| (2) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,263,689,685 outstanding ordinary
shares of the Issuer outstanding as of December 31, 2023 (including 1,450,108 ordinary shares underlying 362,527 ADSs and 708,400 ordinary
shares repurchased by the Issuer pursuant to a share repurchase program adopted by the Issuer in September 2023 but the cancellation of
which was not completed yet as of December 31, 2023). |
| CUSIP Number: 66981J102 |
Page 2 of 12 |
| 1. |
Name of Reporting Person
Mini Investment Limited
|
| 2. |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨
|
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
314,290,482(1)
|
| 7. |
Sole Dispositive Power
0
|
| 8. |
Shared Dispositive Power
314,290,482(1)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
314,290,482
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row 9
24.9%(2)
|
| 12. |
Type of Reporting Person
CO |
| (1) | Represents 314,290,482 ordinary shares held by Mini Investment Limited, a limited liability company incorporated under the laws of British
Virgin Islands. Mini Investment Limited is wholly owned by YGF Development Limited, a limited liability company incorporated under the
laws of British Virgin Islands. All shares of YGF Development Limited are held by TMF (Cayman) Ltd. on behalf of YGF Trust, with TMF (Cayman)
Ltd. as the trustee, and Mr. Ye and his family members as beneficiaries. Mr. Guofu Ye is deemed to be the controlling person of the trust. |
Ms. Yunyun Yang is
Mr. Guofu Ye’s spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned
by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares
directly held by Mini Investment Limited.
| (2) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,263,689,685 outstanding ordinary
shares of the Issuer outstanding as of December 31, 2023 (including 1,450,108 ordinary shares underlying 362,527 ADSs and 708,400 ordinary
shares repurchased by the Issuer pursuant to a share repurchase program adopted by the Issuer in September 2023 but the cancellation of
which was not completed yet as of December 31, 2023). |
| CUSIP Number: 66981J102 |
Page 3 of 12 |
| 1. |
Name of Reporting Person
YGF MC Limited
|
| 2. |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨
|
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
203,401,382(1)
|
| 7. |
Sole Dispositive Power
0
|
| 8. |
Shared Dispositive Power
203,401,382(1)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
203,401,382
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row 9
16.1%(2)
|
| 12. |
Type of Reporting Person
CO |
| (1) | Represents 203,401,382 ordinary shares (including 8,896,000 ordinary shares in the form of 2,224,000 ADSs)
held by YGF MC Limited, a limited liability company incorporated under the laws of British Virgin Islands. YGF MC Limited is wholly-owned
by Mr. Guofu Ye. Ms. Yunyun Yang is Mr. Guofu Ye’s spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise
of the voting power of the shares owned by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are
deemed to be beneficial owners of the shares directly held by YGF MC Limited. |
| (2) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,263,689,685 outstanding ordinary
shares of the Issuer outstanding as of December 31, 2023 (including 1,450,108 ordinary shares underlying 362,527 ADSs and 708,400 ordinary
shares repurchased by the Issuer pursuant to a share repurchase program adopted by the Issuer in September 2023 but the cancellation of
which was not completed yet as of December 31, 2023). |
| CUSIP Number: 66981J102 |
Page 4 of 12 |
| 1. |
Name of Reporting Person
YGF Development Limited
|
| 2. |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨
|
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
314,290,482(1)
|
| 7. |
Sole Dispositive Power
0
|
| 8. |
Shared Dispositive Power
314,290,482(1)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
314,290,482
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row 9
24.9%(2)
|
| 12. |
Type of Reporting Person
CO |
| (1) | Represents 314,290,482 ordinary shares directly held by Mini Investment Limited, a limited liability company incorporated under the laws
of British Virgin Islands. Mini Investment Limited is wholly owned by YGF Development Limited, a limited liability company incorporated
under the laws of British Virgin Islands. All shares of YGF Development Limited are held by TMF (Cayman) Ltd. on behalf of YGF Trust,
with TMF (Cayman) Ltd. as the trustee, and Mr. Ye and his family members as beneficiaries. Mr. Guofu Ye is deemed to be the controlling
person of the trust. |
Ms. Yunyun Yang is
Mr. Guofu Ye’s spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned
by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares
held by YGF Development Limited.
| (2) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,263,689,685 outstanding ordinary
shares of the Issuer outstanding as of December 31, 2023 (including 1,450,108 ordinary shares underlying 362,527 ADSs and 708,400 ordinary
shares repurchased by the Issuer pursuant to a share repurchase program adopted by the Issuer in September 2023 but the cancellation of
which was not completed yet as of December 31, 2023). |
| CUSIP Number: 66981J102 |
Page 5 of 12 |
| 1. |
Name of Reporting Person
Yunyun Yang
|
| 2. |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨
|
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
775,541,061(1)
|
| 7. |
Sole Dispositive Power
0
|
| 8. |
Shared Dispositive Power
775,541,061(1)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
775,541,061
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row 9
61.4%(2)
|
| 12. |
Type of Reporting Person
IN |
| (1) | Represents (i) 314,290,482 ordinary shares directly held by Mini Investment Limited, a limited liability company incorporated under the
laws of British Virgin Islands, (ii) 203,401,382 ordinary shares (including 8,896,000 ordinary shares in the form of 2,224,000 ADSs) directly
held by YGF MC Limited, a limited liability company incorporated under the laws of British Virgin Islands, and (iii) 257,849,197 ordinary
shares directly held by YYY MC Limited, a limited liability company incorporated under the laws of British Virgin Islands. |
Mini Investment Limited
is wholly owned by YGF Development Limited, a limited liability company incorporated under the laws of British Virgin Islands. All shares
of YGF Development Limited are held by TMF (Cayman) Ltd. on behalf of YGF Trust, with TMF (Cayman) Ltd. as the trustee, and Mr. Ye and
his family members as beneficiaries. Mr. Guofu Ye is deemed to be the controlling person of the trust. YGF MC Limited is wholly-owned
by Mr. Guofu Ye. YYY MC Limited is wholly owned by YYY Development Limited, a limited liability company incorporated under the laws of
British Virgin Islands. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust, with TMF (Cayman)
Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yunyun Yang is deemed to be the controlling person of the
trust.
Ms. Yunyun Yang is
Mr. Guofu Ye’s spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned
by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares
directly held by Mini Investment Limited, YGF MC Limited and YYY MC Limited.
| (2) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,263,689,685 outstanding ordinary
shares of the Issuer outstanding as of December 31, 2023 (including 1,450,108 ordinary shares underlying 362,527 ADSs and 708,400 ordinary
shares repurchased by the Issuer pursuant to a share repurchase program adopted by the Issuer in September 2023 but the cancellation of
which was not completed yet as of December 31, 2023). |
| CUSIP Number: 66981J102 |
Page 6 of 12 |
| 1. |
Name of Reporting Person
YYY MC Limited
|
| 2. |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨
|
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
257,849,197(1)
|
| 7. |
Sole Dispositive Power
0
|
| 8. |
Shared Dispositive Power
257,849,197(1)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
257,849,197
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row 9
20.4%(2)
|
| 12. |
Type of Reporting Person
CO |
| (1) | Represents 257,849,197 ordinary shares held by YYY MC Limited, a limited liability company incorporated
under the laws of British Virgin Islands. YYY MC Limited is wholly owned by YYY Development Limited, a limited liability company incorporated
under the laws of British Virgin Islands. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust,
with TMF (Cayman) Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yunyun Yang is deemed to be the controlling
person of the trust. |
Ms. Yunyun Yang is
Mr. Guofu Ye’s spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned
by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares
directly held by YYY MC Limited.
| (2) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,263,689,685 outstanding ordinary
shares of the Issuer outstanding as of December 31, 2023 (including 1,450,108 ordinary shares underlying 362,527 ADSs and 708,400 ordinary
shares repurchased by the Issuer pursuant to a share repurchase program adopted by the Issuer in September 2023 but the cancellation of
which was not completed yet as of December 31, 2023). |
| CUSIP Number: 66981J102 |
Page 7 of 12 |
| 1. |
Name of Reporting Person
YYY Development Limited
|
| 2. |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨
|
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
British Virgin Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole Voting Power
0
|
| 6. |
Shared Voting Power
257,849,197(1)
|
| 7. |
Sole Dispositive Power
0
|
| 8. |
Shared Dispositive Power
257,849,197(1)
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
257,849,197
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
|
| 11. |
Percent of Class Represented by Amount in Row 9
20.4%(2)
|
| 12. |
Type of Reporting Person
CO |
| (1) | Represents 257,849,197 ordinary shares directly held by YYY MC Limited, a limited liability company incorporated
under the laws of British Virgin Islands. YYY MC Limited is wholly owned by YYY Development Limited, a limited liability company incorporated
under the laws of British Virgin Islands. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust,
with TMF (Cayman) Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yunyun Yang is deemed to be the controlling
person of the trust. |
Ms. Yunyun Yang is
Mr. Guofu Ye’s spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned
by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares
held by YYY Development Limited.
| (2) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,263,689,685 outstanding ordinary
shares of the Issuer outstanding as of December 31, 2023 (including 1,450,108 ordinary shares underlying 362,527 ADSs and 708,400 ordinary
shares repurchased by the Issuer pursuant to a share repurchase program adopted by the Issuer in September 2023 but the cancellation of
which was not completed yet as of December 31, 2023). |
| CUSIP Number: 66981J102 |
Page 8 of 12 |
| Item 1(a). | Name of Issuer: |
Miniso Group Holding Limited (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
8F, M Plaza, No. 109, Pazhou Avenue, Haizhu
District, Guangzhou 510000, Guangdong Province, the People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Guofu Ye
Mini Investment Limited
YGF MC Limited
YGF Development Limited
Yunyun Yang
YYY MC Limited
YYY Development Limited
(collectively, the “Reporting Persons”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The business address of the Reporting
Persons is 8F, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou 510000, Guangdong Province, the People’s Republic of
China
Guofu Ye – People’s Republic
of China
Mini Investment Limited – British Virgin Islands
YGF MC Limited – British Virgin Islands
YGF Development Limited – British Virgin Islands
Yunyun Yang – People’s Republic of China
YYY MC Limited – British Virgin Islands
YYY Development Limited – British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Ordinary shares, par value $0.00001 per
share, of the Issuer
66981J 102
This CUSIP number applies to the American
depositary shares of the Issuer, each representing four ordinary shares of the Issuer. No CUSIP number has been assigned to the ordinary
shares of the Issuer.
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is
a: |
Not applicable
| CUSIP Number: 66981J102 |
Page 9 of 12 |
The following information with respect
to the ownership of the ordinary shares of par value of $0.00001 per share of the Issuer by each of the Reporting Persons is provided
as of December 31, 2023:
| Reporting
Person* |
|
Amount
beneficially
owned |
|
|
Percent
of
class(1) |
|
|
Percent
of
aggregate
voting
power(1) |
|
|
Sole
power
to vote or
direct the
vote |
|
|
Shared
power
to vote or to
direct the vote |
|
|
Sole
power
to dispose or
to direct the
disposition of |
|
|
Shared
power
to dispose or
to direct the
disposition of |
|
| Guofu Ye |
|
|
775,541,061 |
(2) |
|
|
61.4 |
% |
|
|
61.4 |
% |
|
|
0 |
|
|
|
775,541,061 |
(2) |
|
|
0 |
|
|
|
775,541,061 |
(2) |
| Yunyun Yang |
|
|
775,541,061 |
(3) |
|
|
61.4 |
% |
|
|
61.4 |
% |
|
|
0 |
|
|
|
775,541,061 |
(3) |
|
|
0 |
|
|
|
775,541,061 |
(3) |
| Mini Investment Limited |
|
|
314,290,482 |
(4) |
|
|
24.9 |
% |
|
|
24.9 |
% |
|
|
0 |
|
|
|
314,290,482 |
(4) |
|
|
0 |
|
|
|
314,290,482 |
(4) |
| YGF Development Limited |
|
|
314,290,482 |
(4) |
|
|
24.9 |
% |
|
|
24.9 |
% |
|
|
0 |
|
|
|
314,290,482 |
(4) |
|
|
0 |
|
|
|
314,290,482 |
(4) |
| YGF MC Limited |
|
|
203,401,382 |
(5) |
|
|
16.1 |
% |
|
|
16.1 |
% |
|
|
0 |
|
|
|
203,401,382 |
(5) |
|
|
0 |
|
|
|
203,401,382 |
(5) |
| YYY MC Limited |
|
|
257,849,197 |
(6) |
|
|
20.4 |
% |
|
|
20.4 |
% |
|
|
0 |
|
|
|
257,849,197 |
(6) |
|
|
0 |
|
|
|
257,849,197 |
(6) |
| YYY Development Limited |
|
|
257,849,197 |
(6) |
|
|
20.4 |
% |
|
|
20.4 |
% |
|
|
0 |
|
|
|
257,849,197 |
(6) |
|
|
0 |
|
|
|
257,849,197 |
(6) |
| * | Mini Investment Limited is wholly owned by YGF Development Limited, a limited liability company incorporated
under the laws of British Virgin Islands. All shares of YGF Development Limited are held by TMF (Cayman) Ltd. on behalf of YGF Trust,
with TMF (Cayman) Ltd. as the trustee, and Mr. Ye and his family members as beneficiaries. Mr. Guofu Ye is deemed to be the
controlling person of the trust. YGF MC Limited is wholly-owned by Mr. Guofu Ye. YYY MC Limited is wholly owned by YYY Development
Limited, a limited liability company incorporated under the laws of British Virgin Islands. All shares of YYY Development Limited are
held by TMF (Cayman) Ltd. on behalf of YYY Trust, with TMF (Cayman) Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries.
Ms. Yunyun Yang is deemed to be the controlling person of the trust. Ms. Yunyun Yang is Mr. Guofu Ye’s spouse. Mr. Guofu
Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned by them through their holding
vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares directly held
by Mini Investment Limited, YGF MC Limited and YYY MC Limited. |
| (1) | The percentage of class of securities and the percentage of aggregate voting power beneficially owned
by the Reporting Person is based on a total of 1,263,689,685 outstanding ordinary shares of the Issuer outstanding as of December 31,
2023 (including 1,450,108 ordinary shares underlying 362,527 ADSs and 708,400 ordinary shares repurchased by the Issuer pursuant to a
share repurchase program adopted by the Issuer in September 2023 but the cancellation of which was not completed yet as of December 31,
2023). In computing the percentage ownership of a Reporting Person, the shares that the Reporting Person has the right to acquire within
60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31,
2023 have been included. |
| (2) | Represents (i) 314,290,482 ordinary shares directly held by Mini Investment Limited, a limited liability
company incorporated under the laws of British Virgin Islands, (ii) 203,401,382 ordinary shares (including 8,896,000 ordinary shares
in the form of 2,224,000 ADSs) directly held by YGF MC Limited, a limited liability company incorporated under the laws of British Virgin
Islands, and (iii) 257,849,197 ordinary shares directly held by YYY MC Limited, a limited liability company incorporated under the
laws of British Virgin Islands. |
| (3) | Represents (i) 314,290,482 ordinary shares directly held by Mini Investment Limited, a limited liability
company incorporated under the laws of British Virgin Islands, (ii) 203,401,382 ordinary shares (including 8,896,000 ordinary shares
in the form of 2,224,000 ADSs) directly held by YGF MC Limited, a limited liability company incorporated under the laws of British Virgin
Islands, and (iii) 257,849,197 ordinary shares directly held by YYY MC Limited, a limited liability company incorporated under the
laws of British Virgin Islands. |
| (4) | Represents 314,290,482 ordinary shares held by Mini Investment Limited, a limited liability company incorporated
under the laws of British Virgin Islands. |
In September 2023,
Mini Investment Limited transferred 14,000,000 ordinary shares of the Issuer to its wholly owned subsidiary Mini Investments SP1 Limited,
or Mini Investments. Mini Investments entered into a prepaid forward sale contract (the “YGF Contract”) with Goldman Sachs
International, or Goldman. Pursuant to the YGF Contract, Mini Investments transferred the 14,000,000 ordinary shares of the Issuer held
by it to Goldman as credit support, and Goldman made a prepayment to Mini Investments. Goldman subsequently conducted hedging activities
with these ordinary shares pursuant to the YGF Contract. Upon expiration of the YGF Contract, which is approximately two years following
cash prepayment to Mini Investments, Mini Investments will settle with cash payment or by delivering required number of shares.
| CUSIP Number: 66981J102 |
Page 10 of 12 |
| (5) | Represents 203,401,382 ordinary shares (including 8,896,000 ordinary shares in the form of 2,224,000 ADSs)
held by YGF MC Limited, a limited liability company incorporated under the laws of British Virgin Islands. |
A loan arrangement
was entered with an authorized institution as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (the “Loan
Arrangement”), pursuant to which the 133,889,560 ordinary shares held by YGF MC LIMITED were subject to share pledge to another
authorized institution as defined in the Banking Ordinance as security agent (the “Security Agent”), and as of December 31,
2022, 2,224,000 ADSs (representing 8,896,000 ordinary shares) and 60,615,822 ordinary shares held by YGF MC LIMITED had been placed in
escrow and subject to negative pledge covenants and restrictions on disposal. The loan under the Loan Agreement was repaid in October
2023. As such, the share pledge over the 133,889,560 ordinary shares held by YGF MC LIMITED was subsequently released in October 2023,
and the negative pledge covenants and restriction on disposal over the 2,224,000 ADSs (representing 8,896,000 ordinary shares) and 60,615,822
ordinary shares held by YGF MC LIMITED were also released at the same time.
| (6) | Represents 257,849,197 ordinary shares held by YYY MC Limited, a limited liability company incorporated
under the laws of British Virgin Islands. |
Pursuant to the Loan
Arrangement, 257,849,197 ordinary shares held by YYY MC LIMITED were subject to share pledge to Security Agent. The loan under the Loan
Agreement was repaid in October 2023. As such, the share pledge over the 257,849,197 ordinary shares held by YYY MC LIMITED was subsequently
released in October 2023.
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or
Controlling Person: |
Not applicable
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable
| Item 9. | Notice of Dissolution of Group: |
Not applicable
Not applicable
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:
February 2,
2024
| Guofu
Ye |
|
|
| |
|
|
| /s/ Guofu Ye |
|
|
| |
|
|
| Yunyun
Yang |
|
|
| |
|
|
| /s/ Yunyun Yang |
|
|
| |
|
|
| Mini
Investment Limited |
|
|
| |
|
|
| By: |
/s/ Guofu Ye |
|
|
| Name: |
Guofu Ye |
|
|
| Title: |
Director |
|
|
| |
|
|
|
| YGF Development
Limited |
|
|
| |
|
|
|
| By: |
/s/ Guofu Ye |
|
|
| Name: |
Guofu Ye |
|
|
| Title: |
Director |
|
|
| |
|
|
|
| YGF MC
Limited |
|
|
| |
|
|
|
| By: |
/s/ Guofu Ye |
|
|
| Name: |
Guofu Ye |
|
|
| Title: |
Director |
|
|
| |
|
|
|
| YYY MC
Limited |
|
|
| |
|
|
|
| By: |
/s/ Yunyun Yang |
|
|
| Name: |
Yunyun Yang |
|
|
| Title: |
Director |
|
|
| |
|
|
|
| YYY Development
Limited |
|
|
| |
|
|
|
| By: |
/s/ Yunyun Yang |
|
|
| Name: |
Yunyun Yang |
|
|
| Title: |
Director |
|
|
LIST OF EXHIBITS
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons
(as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the ordinary shares, par value of $0.00001 per share, of MINISO Group Holding Limited, a Cayman Islands company,
and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby
execute this Agreement as of February
2, 2024.
| |
Guofu Ye |
| |
|
| |
/s/ Guofu Ye |
| |
|
| |
|
| |
Yunyun Yang |
| |
|
| |
/s/ Yunyun Yang |
| |
|
| |
|
| |
Mini Investment Limited |
| |
|
| |
By: |
/s/ Guofu Ye |
| |
Name: Guofu Ye |
| |
Title: Director |
| |
|
| |
|
| |
YGF Development Limited |
| |
|
| |
By: |
/s/ Guofu Ye |
| |
Name: Guofu Ye |
| |
Title: Director |
| |
|
| |
YGF MC LIMITED |
| |
|
| |
By: |
/s/ Guofu Ye |
| |
Name: Guofu Ye |
| |
Title: Director |
| |
|
| |
YYY MC LIMITED |
| |
|
| |
By: |
/s/ Yunyun Yang |
| |
Name: Yunyun Yang |
| |
Title: Director |
| |
YYY Development Limited |
| |
|
| |
By: |
/s/ Yunyun Yang |
| |
Name: Yunyun Yang |
| |
Title: Director |
MINISO (NYSE:MNSO)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
MINISO (NYSE:MNSO)
Gráfica de Acción Histórica
De May 2023 a May 2024
