false
--12-31
2025
FY
0001815846
CN
CN
true
International Financial Reporting Standards
0001815846
2025-01-01
2025-12-31
0001815846
dei:BusinessContactMember
2025-01-01
2025-12-31
0001815846
MNSO:AmericanDepositarySharesEachAmericanDepositaryShareRepresentingFourOrdinarySharesParValueUs0.00001PerShareMember
2025-01-01
2025-12-31
0001815846
MNSO:OrdinarySharesnotfortradingMember
2025-01-01
2025-12-31
0001815846
MNSO:OrdinarySharesnotfortradingMember
MNSO:SharespershareMember
2025-01-01
2025-12-31
0001815846
2025-12-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12 (g) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025 |
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from to |
Commission file number: 001-39601
MINISO Group Holding Limited
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
8F,
M Plaza, No. 109, Pazhou Avenue
Haizhu District, Guangzhou 510000 Guangdong Province
The People’s Republic of China
(Address of principal executive offices)
Jingjing
Zhang, Chief Financial Officer
Telephone: +86 20 3622 8788
Email: ir@miniso.com
8F, M Plaza, No. 109, Pazhou Avenue
Haizhu District, Guangzhou 510000 Guangdong Province
The People’s Republic of China
(Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| American depositary shares (each American depositary share representing four ordinary shares, par value US$0.00001 per share) |
|
MNSO |
|
The New York Stock Exchange |
| Ordinary shares, par value US$0.00001 per share* |
|
true |
|
The New York Stock Exchange |
| Ordinary shares, par value US$0.00001 per share |
|
9896 |
|
The Stock Exchange of Hong Kong Limited |
| * | Not for trading, but only in connection with the listing on The New York Stock Exchange of American depositary
shares. |
Securities registered or to be registered pursuant
to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each
of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
1,237,564,177 ordinary shares, par value US$0.00001
per share as of December 31, 2025
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No
Note — Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). x Yes ¨ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act: (Check one):
| Large Accelerated Filer |
x |
Accelerated Filer |
¨ |
| Non-Accelerated Filer |
¨ |
Emerging Growth Company |
¨ |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the
Exchange Act. ¨
| † | The term “new or revised financial accounting standard” refers to any update issued by the
Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. x Yes ¨ No
If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. ¨
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ¨ |
IFRS Accounting Standards as issued
by the International Accounting Standards Board x |
Other ¨ |
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant
has elected to follow. ¨ Item 17 ¨ Item
18
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). ¨ Yes x No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No
| Auditor Name | |
Auditor Location | |
Auditor Firm ID |
| Ernst & Young Hua Ming LLP | |
Shanghai , the People's Republic of China | |
1408 |
EXPLANATORY
NOTE
This Amendment No. 1 to Form 20-F (the
“Amendment”) is being filed by MINISO Group Holding Limited (the “Company,” “we,” “our,”
or “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, originally
filed with the U.S. Securities Exchange Commission on April 24, 2026 (the “Original Filing”). The Company is filing this
Amendment solely to include the financial statements and related notes of Yonghui Superstores Co., Ltd. (“Yonghui”),
as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (“Rule 3-09”).
Rule 3-09 requires, among other things, that
separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method to be included in the Form 20-F
when such entity is significant. We have determined that our equity method investments in Yonghui, which is not consolidated in our financial
statements, were significant under Rule 1-02(w) and Rule 3-09 of Regulation S-X in relation to our financial results
for the year ended December 31, 2025. This Amendment is therefore filed solely to supplement the Original Filing with the inclusion
of the financial statements and related notes of Yonghui as of December 31, 2025 and for the nine months ended December 31,
2025 (the “Yonghui Financial Statements”).
This Amendment consists solely of the cover page,
this explanatory note, the Yonghui Financial Statements, certifications by our chief executive officer and chief financial officer,
and the consents of the independent auditor of Yonghui. This Amendment does not affect any other parts of, or exhibits to, the Original
Filing, nor does it reflect events occurring after the date of the Original Filing. Accordingly, this Amendment should be read in conjunction
with the Original Filing and with our filings with the U.S. Securities Exchange Commission subsequent to the Original Filing.
TABLE OF CONTENTS
| Item 19. |
|
Exhibits |
3 |
| SIGNATURES |
|
|
5 |
Exhibit
Number |
|
Description of Document |
| 1.1 |
|
Third amended and restated memorandum and articles of association of the Registrant (incorporated by reference to Exhibit 1.1 of the annual report on Form 20-F (file no. 001-39601), filed with the SEC on October 19, 2022) |
| 2.1 |
|
Registrant’s specimen American depositary receipt (included in Exhibit 2.3) |
| 2.2 |
|
Registrant’s specimen certificate for ordinary shares (incorporated by reference to Exhibit 4.1 of Form 6-K (file no. 001-39601) furnished with the SEC on July 5, 2022) |
| 2.3 |
|
Deposit agreement dated October 14, 2020 among the Registrant, The Bank of New York Mellon as depositary and owners and holders of American Depositary Shares issued thereunder dated October 14, 2020 (incorporated by reference to Exhibit 4.3 of the registration statement on Form S-8 (file no. 333-255274) filed with the SEC on April 16, 2021) |
| 2.4 |
|
The Shareholders Agreement among the Registrant and other parties thereto dated February 26, 2020 and Deed of Adherence between the Registrant (on behalf of itself and all the then-existing shareholders of the Registrant) and each of the new shareholders after the effectiveness of the Shareholders Agreement and a schedule of all executed Deeds of Adherence adopting the same form (incorporated by reference to Exhibit 4.4 of the registration statement on Form F-1, as amended (file no. 333-248991), filed with the SEC on October 14, 2020) |
| 2.5 |
|
Description of Securities (incorporated by reference to Exhibit 2.5 of the annual report on Form 20-F (file no. 001-39601), filed with the SEC on October 19, 2023) |
| 4.1 |
|
Amended and Restated 2020 Share Incentive Plan (incorporated by reference to Exhibit 4.1 of the annual report on Form 20-F (file no. 001-39601), filed with the SEC on October 19, 2022) |
| 4.2 |
|
Form of indemnification agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.2 of the registration statement on Form F-1, as amended (file no. 333-248991), filed with the SEC on October 14, 2020) |
| 4.4 |
|
Form of employment agreement between the Registrant and each of its executive officers (incorporated by reference to Exhibit 10.3 of the registration statement on Form F-1, as amended (file no. 333-248991), filed with the SEC on October 14, 2020) |
| 4.5 |
|
Dairy Farm Share Purchase Agreement dated September 23, 2024, together with the Supplemental Agreement to Share Purchase Agreement dated December 18, 2024 between THE DAIRY FARM COMPANY, LIMITED and Guangdong Juncai International Trading Co., Ltd. (incorporated by reference to Exhibit 4.5 of the annual report on Form 20-F (file no. 001-39601) filed with the SEC on April 24, 2025) |
| 4.6 |
|
Beijing Jingdong Share Purchase Agreement dated September 23, 2024 between Beijing Jingdong Century Trading Co., Ltd., Suqian Hanbang Investment Management Co., Ltd. and Guangdong Juncai International Trading Co., Ltd. (incorporated by reference to Exhibit 4.6 of the annual report on Form 20-F (file no. 001-39601) filed with the SEC on April 24, 2025) |
| 4.7 |
|
Trust Deed, dated as of January 14, 2025, by and between the Registrant, as issuer, and The Bank of New York Mellon, London Branch, as trustee, related to US$550 million 0.5 Per Cent Equity Linked Securities Due 2032 (incorporated by reference to Exhibit 4.7 of the annual report on Form 20-F (file no. 001-39601) filed with the SEC on April 24, 2025) |
| 8.1† |
|
List of principal subsidiaries of the Registrant |
| 11.1 |
|
Code of business conduct and ethics of the Registrant (incorporated by reference to Exhibit 99.1 of the registration statement on Form F-1, as amended (file no. 333-248991), filed with the SEC on October 14, 2020) |
| 11.2 |
|
Amended and Restated Statement of Policies Governing Material Non-Public Information and the Prevention of Insider Trading (incorporated by reference to Exhibit 11.2 of the annual report on Form 20-F (file no. 001-39601) filed with the SEC on April 24, 2025) |
| 12.1* |
|
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 12.2* |
|
Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 13.1** |
|
Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 13.2** |
|
Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 15.1† |
|
Consent of Ernst & Young Hua Ming LLP |
| 15.2† |
|
Consent of KPMG Huazhen LLP |
| 15.3† |
|
Consent of JunHe LLP |
| 15.4† |
|
Consent of Maples and Calder (Hong Kong) LLP |
| 15.5* |
|
Consent of Ernst & Young Hua Ming LLP regarding the opinion in Exhibit 99.1 |
| 16.1† |
|
Letter from KPMG Huazhen LLP to the SEC |
| 97.1 |
|
Clawback Policy of the Registrant (incorporated by reference to Exhibit 97.1 of the annual report on Form 20-F (file no. 001-39601) filed with the SEC on April 24, 2025) |
Exhibit
Number |
|
Description of Document |
| 99.1* |
|
Consolidated Financial Statements of Yonghui Superstores Co., Ltd. as of December 31, 2025 and for the nine months ended December 31, 2025 |
| 101.INS* |
|
Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104.* |
|
Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Exhibit 101 Inline XBRL document set |
SIGNATURES
The registrant hereby certifies
that it meets all of the requirements for filing its annual report on Form 20-F/A and that it has duly caused and authorized the
undersigned to sign this Amendment No. 1 to Form 20-F on its behalf.
| |
MINISO Group Holding Limited |
| |
|
| |
By: |
/s/ Guofu Ye |
| |
|
Name: |
Guofu Ye |
| |
|
Title: |
Chief Executive Officer |
Date: June 29, 2026
