MINISO (NYSE: MNSO) outlines TOP TOY spin-off and HK listing

Rhea-AI Filing Summary

MINISO Group Holding Limited reports a proposed spin-off of its subsidiary TOP TOY International Group Limited and a separate listing of TOP TOY on the Main Board of the Stock Exchange of Hong Kong Limited. The transaction would include a conditional distribution in specie of TOP TOY shares to eligible stakeholders.

Insights

Equity Restructuring Analyst

MINISO is exploring a TOP TOY spin-off and Hong Kong listing, subject to conditions.

MINISO Group Holding Limited indicates a proposed spin-off of TOP TOY International Group Limited with a separate listing on the Main Board of the Stock Exchange of Hong Kong Limited. This would structurally separate TOP TOY from MINISO as a listed entity.

The plan also references a conditional distribution in specie, meaning eligible holders would receive TOP TOY shares directly instead of cash, if the transaction proceeds. Actual impact will depend on final terms, approvals, and how much of TOP TOY’s equity is distributed or retained.

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 September 2025

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 — Proposed Spin-off and Separate Listing of TOP TOY International Group Limited on the Main Board of the Stock Exchange of Hong Kong Limited and Conditional Distribution in Specie

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: September 26, 2025

FAQ

What did MINISO (MNSO) announce regarding TOP TOY International Group Limited?

MINISO Group Holding Limited announced a proposed spin-off of TOP TOY International Group Limited, with a plan for a separate listing of TOP TOY on the Main Board of the Stock Exchange of Hong Kong Limited, subject to conditions and further details provided in the related announcement.

Where is TOP TOY International Group Limited expected to be listed according to MINISO (MNSO)?

TOP TOY International Group Limited is proposed to be listed on the Main Board of the Stock Exchange of Hong Kong Limited. This plan forms part of MINISO’s proposed spin-off arrangement and would establish TOP TOY as a separately listed company on that exchange.

What does the conditional distribution in specie mean in MINISO’s (MNSO) proposal?

The proposal mentions a conditional distribution in specie, meaning eligible stakeholders would receive shares of TOP TOY International Group Limited rather than cash. This distribution would occur only if specified conditions for the spin-off and listing are satisfied or fulfilled.

Is MINISO (MNSO) planning a full or partial separation of TOP TOY?

The information provided confirms a proposed spin-off and separate listing of TOP TOY International Group Limited, along with a conditional distribution in specie. However, it does not specify the exact proportion of ownership MINISO would retain or distribute in the transaction.

On which form did MINISO (MNSO) describe the TOP TOY spin-off proposal?

MINISO Group Holding Limited described the proposed TOP TOY spin-off and separate listing in a Form 6-K report as a foreign private issuer. That report directs readers to an HKEx announcement containing further details of the planned transaction and distribution in specie.