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 May 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
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: May 23, 2024
Exhibit 99.1
MINISO Announces Change of Venue for Annual
General Meeting on June 20, 2024
GUANGZHOU, China, May 23, 2024 /PRNewswire/ -- MINISO Group Holding
Limited (NYSE: MNSO; HKEX: 9896) (“MINISO”, “MINISO Group” or the “Company”), a global value retailer
offering a variety of trendy lifestyle products featuring IP design, today announced that due to administrative reasons, the venue of
its annual general meeting of shareholders to be held on June 20, 2024 has been changed to Flats B-D, 35/F, Plaza 88, 88 Yeung Uk Road,
Tsuen Wan, the New Territories, Hong Kong.
About MINISO Group
MINISO Group is a global value retailer offering a variety of trendy
lifestyle products featuring IP design. The Company serves consumers primarily through its large network of MINISO stores, and promotes
a relaxing, treasure-hunting and engaging shopping experience full of delightful surprises that appeals to all demographics. Aesthetically
pleasing design, quality and affordability are at the core of every product in MINISO’s wide product portfolio, and the Company
continually and frequently rolls out products with these qualities. Since the opening of its first store in China in 2013, the Company
has built its flagship brand “MINISO” as a globally recognized consuming brand and established a massive store network worldwide.
For more information, please visit https://ir.miniso.com/.
Investor Relations Contact:
Raine Hu
MINISO Group Holding Limited
Email: ir@miniso.com
Phone: +86 (20) 36228788 Ext.8039
Exhibit 99.2
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)
CHANGE
OF VENUE OF ANNUAL GENERAL MEETING AND
REVISED NOTICE OF ANNUAL GENERAL MEETING
Reference
is made to (i) the notice (the “AGM Notice”) of the annual general meeting (the “AGM”) of MINISO
Group Holding Limited (the “Company”) dated April 16, 2024; (ii) the circular (the “Circular”)
of the AGM of the Company dated April 16, 2024; and (iii) the proxy form (the “Proxy Form”) of the Company
in relation to the AGM to be held on Thursday, June 20, 2024. Unless otherwise indicated, capitalised terms used herein shall have
the same meanings as those defined in the Circular.
The Board hereby announces that
due to administrative reasons, the venue of the AGM will be changed to Flats B-D, 35/F, Plaza 88, 88 Yeung Uk Road, Tsuen Wan, the New
Territories, Hong Kong.
Save for the above change of venue
of the AGM, the information as set out in the AGM Notice, the Circular and the Proxy Form, including, among others, the date and time
of the AGM, the record date of ordinary shares (the “Shares”), the record date of American Depositary Shares (the “ADSs”),
and the resolutions to be considered at the AGM, remains unchanged. Please also refer to the revised notice of the AGM of the Company
in this announcement. The Proxy Form remains valid for and applicable to the AGM and the shareholders of the Company (the “Shareholders”)
are not required to re-submit the Proxy Form if they have already done so.
Shareholders who intend to attend
the AGM in person are advised to pay attention to the above- mentioned change of the venue of the AGM.
REVISED NOTICE OF ANNUAL GENERAL
MEETING
This revised notice of AGM supersedes
the AGM Notice dated April 16, 2024.
NOTICE IS HEREBY GIVEN THAT
the AGM of the Company will be held at Flats B-D, 35/F, Plaza 88, 88 Yeung Uk Road, Tsuen Wan, the New Territories, Hong Kong on Thursday,
June 20, 2024 at 9:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
| 1. | To receive and adopt the audited consolidated financial statements of the Company for the six months ended December 31, 2023
and the reports of the directors and auditor thereon. |
| 2. | (A) |
To re-elect the following directors of the Company (the “Directors”): |
| (i) | To re-elect Mr. Ye Guofu as an executive Director; and |
| (ii) | To re-elect Mr. Wang Yongping as an independent non-executive Director. |
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| (B) | To authorise the board of Directors
to fix the remuneration of the Directors. |
| 3. | To re-appoint KPMG as auditor of the Company and authorise the board of Directors to fix its remuneration for the year ending December 31,
2024. |
| 4. | To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions: |
| (i) | subject to paragraph (iii) below, pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”)
on The Stock Exchange of the Hong Kong Limited (the “Hong Kong Stock Exchange”), a general mandate be and is hereby
generally and unconditionally given to the Directors during the Relevant Period (as defined hereinafter) to exercise all the powers of
the Company to allot, issue and/ or otherwise deal with additional Shares of the Company (including any sale or transfer of treasury Shares
(which shall have the meaning ascribed to it under the Listing Rules coming into effect on June 11, 2024) out of treasury) or
securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities of the
Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into Shares of the
Company); |
| (ii) | the mandate in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise
the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require
the exercise of such powers after the end of the Relevant Period; |
| (iii) | the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant
to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise
than pursuant to: |
| (a) | any Rights Issue (as defined hereinafter); |
| (b) | the grant or exercise of any option under any Share option scheme of the Company (if applicable) or any other option, scheme or similar
arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of
its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares
of the Company; |
| (c) | the vesting of restricted Shares and restricted Share units granted or to be granted pursuant to the Share incentive plan of the Company; |
| (d) | any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a
dividend on Shares of the Company in accordance with the articles of association of the Company; or |
| (e) | a specific authority granted by the Shareholders in general meeting, shall not exceed 5% of the total number of issued Shares of the
Company (excluding any treasury Shares) as at the date of the passing of this resolution (such total number to be subject to adjustment
in the case of any consolidation or subdivision of any of the Shares of the Company into a smaller or larger number of Shares of the Company
respectively after the passing of this resolution) and the said mandate shall be limited accordingly. |
| (iv) | for the purpose of this resolution: |
| (a) | “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: |
| (1) | the conclusion of the next annual general meeting of the Company; |
| (2) | the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles
of association of the Company to be held; and |
| (3) | the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors
by this resolution; and |
| (b) | “Rights Issue” means an offer of Shares of the Company or an issue of warrants, options or other securities giving
rights to subscribe for Shares of the Company, open for a period fixed by the Directors to holders of Shares of the Company on the register
of members on a fixed record date in proportion to their then holdings of such Shares of the Company (subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions
or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or
extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction, any recognised regulatory body
or any stock exchange applicable to the Company).” |
| (i) | subject to paragraph (ii) of this resolution, a general mandate be and is hereby generally and unconditionally given to the Directors
during the Relevant Period (as defined hereinafter) to exercise all the powers of the Company to repurchase Shares of the Company on the
Hong Kong Stock Exchange or on any other stock exchange on which the Shares of the Company may be listed and which is recognized for this
purpose by the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange and, subject to and in accordance with
all applicable laws, rules and regulations; |
| (ii) | the aggregate number of Shares to be repurchased pursuant to the mandate in paragraph (i) of this resolution shall not exceed
10% of the total number of issued Shares of the Company as at the date of passing this resolution, and if any subsequent consolidation
or subdivision of Shares is conducted, the maximum number of Shares that may be repurchased under the mandate in paragraph (i) above
as a percentage of the total number of issued Shares at the date immediately before and after such consolidation and subdivision shall
be the same, and the mandate shall be limited accordingly; and |
| (iii) | for the purpose of this resolution: |
“Relevant Period” means
the period from the passing of this resolution until whichever is the earliest of:
| (a) | the conclusion of the next annual general meeting of the Company; |
| (b) | the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles
of association of the Company to be held; and |
| (c) | the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors
by this resolution.” |
| (C) | “That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general
mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with new Shares of the Company
(including any sale or transfer of treasury Shares out of treasury) and to make or grant offers, agreements and/or options which might
require the exercise of such powers pursuant to the resolution numbered 4(A) set out in this notice be and is hereby extended by
the addition to the number of the issued Shares of the Company which may be allotted and issued or agreed conditionally or unconditionally
to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the number of Shares of the Company
repurchased by the Company under the mandate granted pursuant to the resolution numbered 4(B) set out in this notice, provided that
such extended amount shall not exceed 10% of the total number of issued Shares of the Company (excluding any treasury Shares) as at the
date of passing of the said resolution.” |
SHARE RECORD DATE AND ADS RECORD
DATE
The board of Directors has fixed
the close of business on May 6, 2024 (Hong Kong Time) as the record date (the “Share Record Date”) of the Company’s
Shares. Holders of record of the Company’s Shares (as of the Share Record Date) are entitled to attend and vote at the AGM and any
adjourned meeting thereof.
Holders of ADSs as of the close
of business on May 6, 2024 (New York Time) (the “ADS Record Date”), who wish to exercise their voting rights for
the underlying Shares must give voting instructions either directly to The Bank of New York Mellon, the depositary of the ADSs, if ADSs
are held directly on the books and records of The Bank of New York Mellon, or indirectly through a bank, brokerage or other securities
intermediary if ADSs are held by any of them on behalf of holders, as the case may be.
ATTENDING THE AGM
Only holders of record of the
Company’s Shares as of the Share Record Date are entitled to attend and vote at the AGM. All officers and agents of the Company
reserve the right to refuse any person entry to the AGM venue, or to instruct any person to leave the AGM venue, where such officer or
agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply
with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings
at the AGM.
PROXY FORMS AND ADS VOTING
CARDS
A holder of the Company’s
Shares as of the Share Record Date may appoint a proxy to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record
Date will need to directly instruct The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly by holders on the
books and records of The Bank of New York Mellon, or instruct a holder’s bank, brokerage or other securities intermediary if the
ADSs are held by any of them on behalf of holders, as the case may be, as to how to vote the Shares represented by the ADSs. Please refer
to the Proxy Form (for holders of the Shares) which is available on our website at https://ir.miniso.com.
Holders of record of the Company’s
Shares on the Company’s register of members as of the Share Record Date are cordially invited to attend the AGM in person. Your
vote is important. You are urged to complete, sign, date, and return the accompanying Proxy Form to the Company’s Share registrar
in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of the Shares) or your voting instructions to The Bank of
New York Mellon, if your ADSs are held directly on the books and records of The Bank of New York Mellon, or to your bank, brokerage or
other securities intermediary, if your ADSs are held by any of them on your behalf, as the case may be (for holders of the ADSs) as promptly
as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare Hong Kong Investor Services Limited
must receive the Proxy Form by no later than 9:00 a.m. (Hong Kong Time) on Tuesday, June 18, 2024 at 17M Floor, Hopewell
Centre, 183 Queen’s Road East, Wanchai, Hong Kong to ensure your representation at the AGM; and The Bank of New York Mellon must
receive your voting instructions by the time and date specified in the ADS voting instruction card to enable the votes attaching to the
Shares represented by your ADSs to be cast at the AGM. For the avoidance of doubt, holders of treasury Shares of the Company (if any)
are not entitled to vote at the AGM.
| | By order of the Board |
| MINISO Group Holding Limited
YE Guofu |
| | Executive Director and Chairman |
| Hong Kong, May 23, 2024 | |
| | |
| Registered office: | Headquarters and principal place of business in
China: |
| Maples Corporate Services | 8F, M Plaza |
| Limited PO Box 309, Ugland House | No.109, Pazhou Avenue |
| Grand Cayman, | Haizhu District, |
| KY1-1104 Cayman Islands | Guangzhou 510000 Guangdong Province |
| | China |
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.
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