MINISO (NYSE: MNSO) amends annual report to add Yonghui equity investee financials

(Neutral)

Form Type

20-F/A

Rhea-AI Filing Summary

MINISO Group Holding Limited filed Amendment No. 1 to its Form 20-F to add the standalone financial statements and notes of Yonghui Superstores Co., Ltd., an unconsolidated equity method investee deemed significant under Rule 3-09 of Regulation S-X for the year ended December 31, 2025.

The amendment consists of the cover page, an explanatory note, Yonghui’s financial statements for December 31, 2025 and the nine months then ended, updated CEO/CFO certifications, and related auditor consents. It does not change other sections of the original annual report. MINISO had 1,237,564,177 ordinary shares outstanding as of December 31, 2025.

Key Figures

Ordinary shares outstanding: 1,237,564,177 ordinary shares Par value per ordinary share: US$0.00001 per share ADS to ordinary share ratio: 1 ADS = 4 ordinary shares +3 more

6 metrics

Ordinary shares outstanding 1,237,564,177 ordinary shares As of December 31, 2025

Par value per ordinary share US$0.00001 per share Ordinary shares

ADS to ordinary share ratio 1 ADS = 4 ordinary shares American depositary shares listed on NYSE

Equity linked securities US$550 million 0.5% Equity Linked Securities Due 2032 under Trust Deed dated January 14, 2025

Filer status Large Accelerated Filer Exchange Act Rule 12b-2 classification

Accounting for Yonghui Equity method investments Unconsolidated investee deemed significant under Rule 3-09

Key Terms

equity method investments, Rule 3-09 of Regulation S-X, large Accelerated Filer, 0.5 Per Cent Equity Linked Securities Due 2032, +2 more

6 terms

equity method investments financial

"We have determined that our equity method investments in Yonghui, which is not consolidated in our financial statements, were significant"

An equity method investment is an accounting approach used when a company owns a significant share of another company and can influence its decisions but does not fully control it; instead of listing the investment at cost, the investor records its share of the other company's profits or losses on its own income statement and adjusts the investment value on the balance sheet. For investors, this matters because it links the investor’s reported earnings and asset values directly to the financial performance of that partly-owned business, similar to how a partner’s gains affect a small business owner’s books.

Rule 3-09 of Regulation S-X regulatory

"as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934"

large Accelerated Filer regulatory

"Large Accelerated Filer | x | Accelerated Filer"

A large accelerated filer is a publicly traded company that meets the U.S. securities regulator’s size and reporting history thresholds, qualifying it as one of the largest issuers. For investors, that label matters because such companies face faster filing deadlines, more rigorous audit and internal-control disclosure requirements, and generally more transparent and timely financial reporting—like a big, well-regulated store required to post its inventory and receipts promptly for customers to see.

0.5 Per Cent Equity Linked Securities Due 2032 financial

"related to US$550 million 0.5 Per Cent Equity Linked Securities Due 2032"

Inline XBRL technical

"Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

clawback policy regulatory

"97.1 | | Clawback Policy of the Registrant"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 06/29/2026 - 06:06 AM Accepted by SEC EDGAR 06/29/2026 - 06:05 AM

FAQ

What is MINISO (MNSO) changing in this Form 20-F/A amendment?

MINISO is updating its annual report solely to add the financial statements and notes of Yonghui Superstores Co., Ltd. These are required because Yonghui, an equity method investee, met SEC significance thresholds, triggering Rule 3-09 separate financial statement disclosure.

Why did MINISO (MNSO) need to include Yonghui’s financial statements?

MINISO determined its equity method investments in Yonghui were significant under Rule 1-02(w) and Rule 3-09 of Regulation S-X. When an unconsolidated equity method investee is significant, the SEC requires separate financial statements to be included with the company’s annual report.

Does the MINISO 20-F/A amendment change previously reported results?

The amendment states it is filed solely to supplement the original annual report with Yonghui’s financial statements. It does not modify other parts or exhibits of the original filing and does not reflect events occurring after the original Form 20-F was filed.

How many MINISO ordinary shares were outstanding at December 31, 2025?

MINISO reports 1,237,564,177 ordinary shares outstanding as of December 31, 2025. Each ordinary share has a par value of US$0.00001, and four ordinary shares are represented by each American depositary share listed on the New York Stock Exchange.

On which exchanges are MINISO securities listed and under what symbols?

MINISO’s American depositary shares, each representing four ordinary shares, trade on the New York Stock Exchange under the symbol MNSO. Its ordinary shares are also listed on The Stock Exchange of Hong Kong Limited under the stock code 9896, expanding its trading venues.

Who audits MINISO’s financial statements in this amended filing?

Ernst & Young Hua Ming LLP, based in Shanghai, People’s Republic of China, is identified as the auditor. The amendment also includes consents from Ernst & Young Hua Ming LLP and other firms related to Yonghui’s financial statements and various legal and accounting opinions.

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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

Item 19.

Exhibits

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

†

Filed on April 24, 2026

Filed herewith

Furnished herewith

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

Source: View Original Filing on SEC EDGAR