Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
06 November 2023 - 10:04PM
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 November 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 — Date of Board Meeting
Exhibit 99.2 — 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.
| MINISO Group Holding Limited |
|
By |
: |
/s/Jingjing Zhang |
|
Name |
: |
Jingjing Zhang |
|
Title |
: |
Chief Financial Officer |
Date: November 6, 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)
DATE
OF BOARD MEETING
The
board of directors (the “Board”) of MINISO Group Holding Limited (the “Company”) announces that
a meeting of the Board will be held on Tuesday, November 21, 2023, for the purpose of considering and approving, inter alias, the unaudited
financial results of the Company for the three months ended September 30, 2023 and its publication.
The
Company’s management will hold an earnings conference call at 4:00 A.M. Eastern Time on Tuesday, November 21, 2023 (5:00 P.M. Beijing
Time on the same day) to discuss the financial results. The conference call can be accessed by the following Zoom link or dialing the
following numbers:
Access
1
Join Zoom
meeting.
Zoom link:
https://dooyle.zoom.us/j/83537975392?pwd=EH04HZUn0J49ezZi7m0bymGArajiFZ.1
Meeting Number: 835 3797 5392
Meeting
Passcode: 9896
Access 2
Listeners
may access the call by dialing the following numbers by using the same meeting number and passcode with access 1.
United States: |
+1 213 338 8477 (or +1 646 518 9805) |
Mainland China: |
400 182 3168 (or 400 616 8835) |
Hong Kong, China: |
+852 5803 3730 (or +852 5803 3731) |
United Kingdom: |
+44 203 481 5237 (or +44 131 460 1196) |
France: |
+33 1 7037 9729 (or +33 1 7037 2246) |
Singapore: |
+65 3158 7288 (or +65 3165 1065) |
Canada: |
+1 438 809 7799 (or +1 204 272 7920) |
Access
3
Listeners
can also access the meeting through the Company’s investor relations website at https://ir.miniso.com/.
The replay
will be available approximately two hours after the conclusion of the live event at the Company’s investor relations website at
https://ir.miniso.com/.
|
By Order of the Board
MINISO Group Holding Limited
Mr. YE Guofu
Executive Director and Chairman |
Hong Kong,
November 6, 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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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 October 2023 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: MINISO Group Holding Limited
Date Submitted: 03 November 2023
I. Movements in Authorised / Registered Share Capital
1. Class of shares Ordinary shares Type of shares Not applicable Listed on SEHK (Note 1) Yes
Stock code 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
1. Class of shares Ordinary shares Type of shares Not applicable Listed on SEHK (Note 1) Yes
Stock code 09896 Description
Balance at close of preceding month 1,263,689,685
Increase / decrease (-) 0
Balance at close of the month 1,263,689,685 |
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III. Details of Movements in Issued Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares issuable Ordinary shares Type of shares Not applicable Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 09896
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
No. of new shares of
issuer issued during the
month pursuant thereto
(A)
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
The total number of
securities which may be
issued 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
5,395,000 Lapsed -40,000 5,355,000 0 0 48,527,444
General Meeting approval
date (if applicable)
Total A (Ordinary shares): 0
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 have been repurchased from the NYSE for the benefit of the 2020 Plan pursuant to a share repurchase program adopted in December 2021.
2. The Company can still issue up to 48,527,444 shares (i.e. 147,301,128 - 92,586,048 - 6,187,636 ) for share options that can potentially be granted under the 2020 Plan.
(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable
(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable |
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)
1. Class of shares issuable Ordinary shares Type of shares Not applicable Shares issuable to be listed on SEHK (Note 1) Yes
Stock code of shares issuable (if listed on SEHK) (Note 1) 09896
Description
General Meeting
approval date
(if applicable)
No. of new shares of issuer issued during
the month pursuant thereto (D)
No. of new shares of issuer which may be
issued pursuant thereto as at close of the
month
1). Share Incentive Plan - restricted share units 0 48,512
Total D (Ordinary shares): 0
Remarks:
48,512 restricted share units ("RSUs") were granted under the 2020 Share Incentive Plan during the month. The RSUs will be satisfied through utilizing the shares already issued to certain share
incentive award holding vehicles of the Company for the exercise or vesting of options or awards granted under the 2020 Share Incentive Plan.
(E). Other Movements in Issued Share Not applicable
Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E) 0 |
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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
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V. Confirmations
We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part 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, insofar as applicable:
(Note 2)
(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 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 3);
(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 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)
Notes
1. SEHK refers to Stock Exchange of Hong Kong.
2. Items (i) to (viii) are suggested forms of confirmation which may be amended 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, no further confirmation is required to be made in this return. |
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3. “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.
4. If there is insufficient space, please submit additional document.
5. In the context of repurchase of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares repurchased”; and
. “issue and allotment date” should be construed as “cancellation date”
6. In the context of redemption of shares:
. “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and
. “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and
. “class of shares issuable” should be construed as “class of shares redeemed”; and
. “issue and allotment date” should be construed as “redemption date” |
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