MINISO holder plans sale of up to 5.4M ADSs

MINISO Group Holding Limited (MNSO) received a notice that Mini Investments SP1 Limited intends to sell up to 5,400,000 American Depositary Shares (ADSs), each representing four ordinary shares, under Rule 144.

Rhea-AI Filing Summary

MINISO Group Holding Limited (MNSO) received a notice that Mini Investments SP1 Limited intends to sell up to 5,400,000 American Depositary Shares (ADSs), each representing four ordinary shares, under Rule 144. The ADSs relate to a prepaid forward sale contract between Mini Investments SP1 Limited and Goldman Sachs International.

The contract provides for cash payments to Mini Investments SP1 Limited based on the then-current market price of the ADSs, with settlement in cash or by delivering the required number of shares at expiration. Shares were transferred to Goldman Sachs International as credit support, with an equivalent number to be returned after netting, and any hedging activity will be conducted by Goldman Sachs & Co. LLC.

Key Figures

ADSs to be sold under Rule 144: 5,400,000 ADSs Aggregate market value of ADSs: $47,358,000 Ordinary shares outstanding: 1,214,041,449 shares +3 more

6 metrics

ADSs to be sold under Rule 144 5,400,000 ADSs Maximum number of ADSs covered by the notice

Aggregate market value of ADSs $47,358,000 Market value for the 5,400,000 ADSs subject to potential sale

Ordinary shares outstanding 1,214,041,449 shares Number of ordinary shares listed in the Rule 144 table

Ordinary shares acquired 21,600,000 shares Ordinary shares acquired in a private placement on January 16, 2020

Acquisition date of ordinary shares January 16, 2020 Date of private placement acquisition reported for the ordinary shares

Rule 144 notice date September 17, 2026 Date of the Form 144 notice for planned sales

Key Terms

Rule 144, prepaid forward sale contract, hedging activity, American Depositary Shares

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

prepaid forward sale contract financial

"the ADSs disclosed in Sec 3(c) are subject to a prepaid forward sale contract"

hedging activity financial

"Any hedging activity under the contract will be conducted by broker"

Hedging activity is when a company or investor takes steps to protect themselves from price swings in things like currencies, interest rates, commodities or stock values — similar to buying insurance against bad moves. It matters to investors because hedging can make a company’s future profits and cash flow more predictable (reducing risk) but can also limit upside gains, so disclosures about hedging show how much risk management affects potential returns and volatility.

American Depositary Shares financial

"ADS (each ADS represents four ordinary shares)"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MNSO disclose in this Form 144 filing?

The notice states that Mini Investments SP1 Limited may sell up to 5,400,000 ADSs of MINISO Group Holding Limited under Rule 144, in connection with a prepaid forward sale contract with Goldman Sachs International.

How many MNSO ADSs are covered by the planned Rule 144 sale?

The filing covers up to 5,400,000 American Depositary Shares (ADSs), with each ADS representing four ordinary shares of MINISO Group Holding Limited.

What is the approximate market value of the MNSO ADSs in the Form 144?

The Form 144 lists an aggregate market value of about $47,358,000 for the 5,400,000 ADSs subject to potential sale.

How many MINISO ordinary shares were originally acquired and when?

The notice reports that 21,600,000 ordinary shares of MINISO Group Holding Limited were acquired on January 16, 2020 in a private placement, for cash, by the selling holder.

How does the prepaid forward sale contract on MNSO ADSs work?

The contract between Mini Investments SP1 Limited and Goldman Sachs International provides for cash payments to Mini Investments based on the then-current ADS market price. At expiration, settlement occurs in cash or by delivering shares, with shares transferred as credit support and later returned after netting.

Who conducts hedging activity for the MNSO ADS prepaid forward contract?

Any hedging activity related to the prepaid forward sale contract on MNSO ADSs will be conducted by Goldman Sachs & Co. LLC, which is named as the broker in the notice.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 05:29 PM Accepted by SEC EDGAR 09/17/2026 - 05:28 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001842281
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	MINISO Group Holding Limited
SEC File Number	001-39601
Address of Issuer	8F, M Plaza, No. 109, Pazhou Avenue Haizhu District Guangzhou CHINA 510000
Phone	86-20-3622-8788
Name of Person for Whose Account the Securities are To Be Sold	Mini Investments SP1 Limited
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Affiliate

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADS (each ADS represents four ordinary shares)	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	5400000	47358000	1214041449	09/17/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Ordinary Shares	01/16/2020	Private Placement	MINISO Group Holding Limited			21600000	04/17/2020	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	According to procedures set out in the letter dated Dec 14, 1999 from Reeder and Beller to the SEC to which the SEC responded in a letter dated Dec 20, 1999 and the letter dated Nov 30, 2011 from Plesnarski and Rae to which the SEC responded in a letter dated Dec 1, 2011, the ADSs disclosed in Sec 3(c) are subject to a prepaid forward sale contract between Mini Investments SP1 Limited ("MN") and Goldman Sachs International ("GS"). The contract provides for cash payment to MN based on the then-current market price of the ADSs. Upon contract expiration, MN will settle with cash payment or by delivering required number of shares. MN transferred the shares subject to the contract to GS as credit support, and GS shall return an equivalent number of shares after netting. Any hedging activity under the contract will be conducted by broker named in Sec 3(b).
Date of Notice	09/17/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Goldman Sachs & Co. LLC on behalf of Ye Guofu
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)