Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
05 Agosto 2024 - 6:45AM
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 August 2024
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—Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities
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 |
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By |
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/s/ Jingjing Zhang |
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Name |
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Jingjing Zhang |
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Title |
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Chief Financial Officer |
Date:
August 5, 2024
Exhibit 99.1
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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in
Securities
For the month ended: 31 July 2024 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: MINISO Group Holding Limited
Date Submitted: 05 August 2024
I. Movements in Authorised / Registered Share Capital
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09896 Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 10,000,000,000 USD 0.00001 USD 100,000
Increase / decrease (-) 0 USD 0
Balance at close of the month 10,000,000,000 USD 0.00001 USD 100,000
Total authorised/registered share capital at the end of the month: USD 100,000 |
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II. Movements in Issued Shares and/or Treasury Shares
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09896 Description
Number of issued shares
(excluding treasury shares) Number of treasury shares Total number of issued shares
Balance at close of preceding month 1,259,282,577 0 1,259,282,577
Increase / decrease (-) 0 0
Balance at close of the month 1,259,282,577 0 1,259,282,577 |
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III. Details of Movements in Issued Shares and/or Treasury Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09896 Description
Particulars of share option scheme
Number of share
options outstanding at
close of preceding
month
Movement during the month
Number of share
options outstanding at
close of the month
Number of new shares
issued during the month
pursuant thereto (A1)
Number of treasury
shares transferred out of
treasury during the
month pursuant thereto
(A2)
Number of shares which
may be issued or
transferred out of
treasury pursuant
thereto as at close of
the month
The total number of
shares which may be
issued or transferred out
of treasury upon
exercise of all share
options to be granted
under the scheme at
close of the month
1). Share Incentive Plan adopted in
September 2020
Exercise Price:
USD0.00 - 0.036
Granted on 16/1/2020, 27/9/2020,
15/10/2020 and 15/10/2021
4,582,048 Lapsed -60,000 4,522,048 0 0 0 27,655,954
General Meeting approval date (if applicable)
Increase in issued shares (excluding treasury shares): 0 Ordinary shares (AA1)
Decrease in treasury shares: 0 Ordinary shares (AA2)
Total funds raised during the month from exercise of options: USD 0
Remarks:
1. The maximum aggregate number of ordinary shares that may be issued under the 2020 Share Incentive Plan (the "2020 Plan") is 147,301,128 shares, of which 92,586,048 shares are already
issued to certain share incentive award holding vehicles for the issue, vesting and exercise of share options granted, and 6,187,636 shares represented by the 1,546,909 American Depositary
Shares ("ADSs") have been repurchased from the NYSE for the benefit of the 2020 Plan pursuant to a share repurchase program adopted in December 2021. Further, 20,871,490 new shares
may be issued to the grantees pursuant to the restricted share units granted by the Company.
2. The Company can still issue up to 27,655,954 shares (i.e. 147,301,128 - 92,586,048 - 6,187,636 - 20,871,490) for share options that can potentially be granted under the 2020 Plan. |
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(B). Warrants to Issue Shares of the Issuer Not applicable |
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(C). Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable |
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09896 Description
Description of other agreements or arrangements
General Meeting
approval date
(if applicable)
Number of new shares issued during
the month pursuant thereto (D1)
Number of treasury shares transferred
out of treasury during the month
pursuant thereto (D2)
Number of shares which may be issued
or transferred out of treasury pursuant
thereto as at close of the month
1). Share Incentive Plan adopted in September 2020 - restricted share units 0 0 20,871,490
Increase in issued shares (excluding treasury shares): 0 Ordinary shares (DD1)
Decrease in treasury shares: 0 Ordinary shares (DD2) |
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(E). Other Movements in Issued Shares and/or Treasury Shares
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09896 Description
Events
At price (if applicable)
Currency Amount
Date of event
(Note 2)
General Meeting
approval date
(if applicable)
Increase/ decrease (-) in issued
shares (excluding treasury
shares) during the month
pursuant thereto (E1)
Increase/ decrease (-) in
treasury shares during the
month pursuant thereto (E2)
Number of shares redeemed or
repurchased for cancellation but
not yet cancelled as at close of
the month (Note 3)
1). Repurchase of shares (shares repurchased for cancellation
but not yet cancelled) 20 June 2024 -3,002,540
Increase/ decrease (-) in issued shares (excluding treasury shares): Ordinary shares (EE1)
Increase/ decrease (-) in treasury shares: Ordinary shares (EE2)
Remarks:
The above 3,002,540 shares are represented by a total of 2,300,800 ordinary shares repurchased from the SEHK on July 8, 9, 16, 17, 18, 19, 22, 23, 24, 25, 26, 2024 and a total of 175,435
ADSs repurchased from the NYSE on July 5, 8, 16, 17, 18, 19, 22, 23, 24, 25, 2024 and such shares are still pending cancellation as at July 31, 2024.
Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): 0 Ordinary shares
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 Ordinary shares |
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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
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 of the securities issued, or the treasury shares
sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, 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 4)
(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 5);
(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.
Submitted by: Ye Guofu
Title: Director
(Director, Secretary or other Duly Authorised Officer) |
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Notes
1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as
"cancellation date".
In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in
treasury".
3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet
cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative
number.
4. 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. Where the issuer has already
made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or
transferred, no further confirmation is required to be made in this return.
5. “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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