MINISO CEO enters prepaid forward on 21.6M shares

MINISO Group Holding Ltd (symbol: MNSO) is the issuer of record for a Form 4 filing submitted to the SEC.

Rhea-AI Filing Summary

MINISO Group Holding Ltd (symbol: MNSO) is the issuer of record for a Form 4 filing submitted to the SEC. Ye Guofu reported acquisition or exercise transactions in this Form 4 filing.

MINISO Group Holding Ltd (MNSO) insider Ye Guofu, through affiliated entity Mini Investments SP1 Limited, entered into a prepaid variable share forward contract on September 17, 2026, covering up to 21,600,000 ordinary shares, equivalent to 5,400,000 ADSs, as an obligation to sell over multiple future settlement dates.

The contract is split into up to 80 components, with the final number of shares and cash prepayment based on a Hedge Reference Price and future volume‑weighted average prices relative to Forward Floor and Forward Cap Prices; no Rule 10b5‑1 trading plan is reported.

Insider Trade Summary

Other: 21,600,000 shares

Other 1 txn

Insider Ye Guofu

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Forward Sale Contract (obligation to sell) F1, F2, F3, F4, F5, F6, F7	21,600,000	--	--

Holdings After Transaction: Forward Sale Contract (obligation to sell) — 21,600,000 contracts (Indirect, By Mini Investments SP1 Limited)

Footnotes (7)

1. F1. On September 17, 2026, Mini Investments SP1 Limited ("Mini Investments") entered into a prepaid variable share forward contract (the "Contract") with an unaffiliated third-party dealer (the "Dealer"). Pursuant to the Contract, Mini Investments agreed to deliver to the Dealer up to 21,600,000 ordinary shares of MINISO Group Holding Limited (the "Issuer") (equivalent to 5,400,000 American depositary shares, or "ADSs", each representing four ordinary shares of the Issuer) (the "Maximum Number of Shares"), or, at Mini Investments' election, an amount of cash payment, on each of up to 80 settlement dates. The Contract provides for an initial hedge period during which the Dealer will establish its hedge position.
2. F2. The price at which the Dealer establishes its hedge (the "Hedge Reference Price") will determine the final number of shares subject to the Contract (which may be less than, but will not exceed, the Maximum Number of Shares), as well as the prepayment amount and the floor and cap prices described below. In exchange for assuming this obligation, Mini Investments is entitled to receive a cash prepayment equal to the product of the final number of shares, the Hedge Reference Price, and a prepayment percentage specified in the Contract.
3. F3. In connection with the Contract, Mini Investments transferred the Maximum Number of Shares to the Dealer as credit support. The Dealer is obligated to pay to Mini Investments manufactured distribution amounts equal to 100% of any cash dividends declared on the Issuer's ordinary shares during the term of the Contract for the transferred shares subject to certain conditions. The transferred shares will be returned to Mini Investments upon settlement of the Contract, subject to netting. Any shares in excess of the final number of shares subject to the Contract will be returned to Mini Investments promptly following completion of the initial hedge period.
4. F4. The Contract is divided into up to 80 components, each with a separate valuation date and each covering an equal portion of the final number of shares subject to the Contract (each, the "Component Number of Shares"). The number of ordinary shares to be delivered by Mini Investments to the Dealer on each settlement date will be determined generally as follows: (a) if the volume-weighted average price per ordinary share of the Issuer on the relevant valuation date (the "Settlement Price") is less than or equal to a specified percentage of the Hedge Reference Price (the "Forward Floor Price"), Mini Investments will deliver a number of ordinary shares equal to the Component Number of Shares; (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to a higher specified percentage of the Hedge Reference Price (the "Forward Cap Price"),
5. F5. (Continued from footnote 4) Mini Investments will deliver a number of ordinary shares equal to the Component Number of Shares multiplied by a ratio equal to the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, Mini Investments will deliver a number of ordinary shares equal to the Component Number of Shares multiplied by a fraction with a numerator equal to the sum of (A) the Forward Floor Price and (B) the excess, if any, of the Settlement Price over the Forward Cap Price, and a denominator equal to the Settlement Price.
6. F6. The per-share exercise price of the Contract is not determinable at the time the Contract is entered into because the number of shares deliverable at settlement depends on the Settlement Price. The scheduled valuation dates for the up to 80 components will be determined and confirmed following the initial hedge period, and each settlement date is the second Hong Kong Business Day after the relevant valuation date.
7. F7. Mini Investments SP1 Limited is a company incorporated in the British Virgin Islands and a wholly owned subsidiary of Mini Investment Limited. Mini Investment Limited is wholly owned by YGF Development Limited, a limited liability company incorporated under the laws of the British Virgin Islands. All shares of YGF Development Limited are held by TMF (Cayman) Ltd. on behalf of YGF Trust, with TMF (Cayman) Ltd. as the trustee and the Reporting Person as the settlor. Ms. Yunyun Yang is the Reporting Person's spouse. Both the Reporting Person and Ms. Yunyun Yang are deemed to be beneficial owners of the securities held by Mini Investments SP1 Limited.

Key Figures

Maximum Number of Shares under contract: 21,600,000 ordinary shares ADSs equivalent under contract: 5,400,000 ADSs Number of contract components: Up to 80 components +3 more

6 metrics

Maximum Number of Shares under contract 21,600,000 ordinary shares Ordinary shares subject to the prepaid variable share forward contract entered September 17, 2026

ADSs equivalent under contract 5,400,000 ADSs Each ADS represents four ordinary shares; contract maximum share amount converted to ADSs

Number of contract components Up to 80 components Contract divided into up to 80 components, each with its own valuation and settlement dates

Shares transferred as credit support 21,600,000 ordinary shares Maximum Number of Shares transferred to the dealer as credit support for the contract

Settlement timing Second Hong Kong Business Day after each valuation date Each settlement date occurs shortly after its corresponding valuation date

Transaction date September 17, 2026 Date Mini Investments SP1 Limited entered the prepaid variable share forward contract

Key Terms

prepaid variable share forward contract, Hedge Reference Price, Forward Floor Price, Forward Cap Price, +1 more

5 terms

prepaid variable share forward contract financial

"entered into a prepaid variable share forward contract (the "Contract")"

Hedge Reference Price financial

"The price at which the Dealer establishes its hedge (the "Hedge Reference Price")"

Forward Floor Price financial

"less than or equal to a specified percentage of the Hedge Reference Price (the "Forward Floor Price")"

Forward Cap Price financial

"less than or equal to a higher specified percentage of the Hedge Reference Price (the "Forward Cap Price")"

manufactured distribution amounts financial

"The Dealer is obligated to pay to Mini Investments manufactured distribution amounts"

FAQ

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

What did MINISO (MNSO) CEO Ye Guofu report in this Form 4?

Ye Guofu, indirectly via Mini Investments SP1 Limited, entered a prepaid variable share forward contract on September 17, 2026, covering up to 21,600,000 ordinary shares (5,400,000 ADSs). The contract obligates future share or cash delivery based on MINISO’s share price.

How many MINISO (MNSO) shares are subject to the forward contract?

The contract covers up to 21,600,000 ordinary shares of MINISO Group Holding Ltd, equivalent to 5,400,000 ADSs, defined as the “Maximum Number of Shares” that may be delivered or used to determine a cash payment at settlement.

Who is the counterparty to the MINISO (MNSO) forward sale contract?

Mini Investments SP1 Limited entered the contract with an unaffiliated third‑party dealer. The dealer will establish a hedge position during an initial hedge period and will receive shares or cash from Mini Investments at future settlement dates.

How is the final number of MINISO (MNSO) shares delivered under the contract determined?

The final number of shares depends on the Hedge Reference Price and the volume‑weighted average price on each valuation date, compared to a Forward Floor Price and Forward Cap Price. Different formulas apply depending on where the Settlement Price falls.

Does MINISO (MNSO) receive any cash upfront from this forward contract?

Mini Investments is entitled to a cash prepayment equal to the product of the final number of shares, the Hedge Reference Price, and a prepayment percentage specified in the contract. The exact amount depends on future hedge pricing determined by the dealer.

Are dividends on the MINISO (MNSO) shares preserved for the insider under this contract?

Yes. The dealer must pay Mini Investments manufactured distribution amounts equal to 100% of any cash dividends declared on the transferred ordinary shares during the contract term, subject to conditions, effectively passing through dividend value on those shares.

How is Ye Guofu’s beneficial ownership in MINISO (MNSO) structured for this transaction?

The shares are held by Mini Investments SP1 Limited, a subsidiary of Mini Investment Limited and YGF Development Limited, with interests held through YGF Trust. Ye Guofu and Ms. Yunyun Yang are deemed beneficial owners of securities held by Mini Investments SP1 Limited.

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

Form 4 Insider Transactions: What Each Field Means →

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

Add on Google Not now

Available on EDGAR 09/21/2026 - 04:04 PM Accepted by SEC EDGAR 09/21/2026 - 04:03 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ye Guofu

(Last) (First) (Middle)

16F, M PLAZA, NO. 109, PAZHOU

AVENUE, HAIZHU DISTRICT

(Street)

GUANGZHOU F4 510000

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
MINISO Group Holding Ltd [ MNSO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol
[09896]

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Sale Contract (obligation to sell)(1)(2)(3)(4)(5)(6)	(1)(2)(3)(4)(5)(6)	09/17/2026		J(1)(2)(3)(4)(5)(6)		21,600,000(1)(2)(3)(4)(5)(6)		(1)(2)(3)(4)(5)(6)	(1)(2)(3)(4)(5)(6)	Ordinary Shares	21,600,000(1)(2)(3)(4)(5)(6)	(1)(2)(3)(4)(5)(6)	21,600,000	I	By Mini Investments SP1 Limited(7)

Explanation of Responses:

1. On September 17, 2026, Mini Investments SP1 Limited ("Mini Investments") entered into a prepaid variable share forward contract (the "Contract") with an unaffiliated third-party dealer (the "Dealer"). Pursuant to the Contract, Mini Investments agreed to deliver to the Dealer up to 21,600,000 ordinary shares of MINISO Group Holding Limited (the "Issuer") (equivalent to 5,400,000 American depositary shares, or "ADSs", each representing four ordinary shares of the Issuer) (the "Maximum Number of Shares"), or, at Mini Investments' election, an amount of cash payment, on each of up to 80 settlement dates. The Contract provides for an initial hedge period during which the Dealer will establish its hedge position.

2. The price at which the Dealer establishes its hedge (the "Hedge Reference Price") will determine the final number of shares subject to the Contract (which may be less than, but will not exceed, the Maximum Number of Shares), as well as the prepayment amount and the floor and cap prices described below. In exchange for assuming this obligation, Mini Investments is entitled to receive a cash prepayment equal to the product of the final number of shares, the Hedge Reference Price, and a prepayment percentage specified in the Contract.

3. In connection with the Contract, Mini Investments transferred the Maximum Number of Shares to the Dealer as credit support. The Dealer is obligated to pay to Mini Investments manufactured distribution amounts equal to 100% of any cash dividends declared on the Issuer's ordinary shares during the term of the Contract for the transferred shares subject to certain conditions. The transferred shares will be returned to Mini Investments upon settlement of the Contract, subject to netting. Any shares in excess of the final number of shares subject to the Contract will be returned to Mini Investments promptly following completion of the initial hedge period.

4. The Contract is divided into up to 80 components, each with a separate valuation date and each covering an equal portion of the final number of shares subject to the Contract (each, the "Component Number of Shares"). The number of ordinary shares to be delivered by Mini Investments to the Dealer on each settlement date will be determined generally as follows: (a) if the volume-weighted average price per ordinary share of the Issuer on the relevant valuation date (the "Settlement Price") is less than or equal to a specified percentage of the Hedge Reference Price (the "Forward Floor Price"), Mini Investments will deliver a number of ordinary shares equal to the Component Number of Shares; (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to a higher specified percentage of the Hedge Reference Price (the "Forward Cap Price"),

5. (Continued from footnote 4) Mini Investments will deliver a number of ordinary shares equal to the Component Number of Shares multiplied by a ratio equal to the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, Mini Investments will deliver a number of ordinary shares equal to the Component Number of Shares multiplied by a fraction with a numerator equal to the sum of (A) the Forward Floor Price and (B) the excess, if any, of the Settlement Price over the Forward Cap Price, and a denominator equal to the Settlement Price.

6. The per-share exercise price of the Contract is not determinable at the time the Contract is entered into because the number of shares deliverable at settlement depends on the Settlement Price. The scheduled valuation dates for the up to 80 components will be determined and confirmed following the initial hedge period, and each settlement date is the second Hong Kong Business Day after the relevant valuation date.

7. Mini Investments SP1 Limited is a company incorporated in the British Virgin Islands and a wholly owned subsidiary of Mini Investment Limited. Mini Investment Limited is wholly owned by YGF Development Limited, a limited liability company incorporated under the laws of the British Virgin Islands. All shares of YGF Development Limited are held by TMF (Cayman) Ltd. on behalf of YGF Trust, with TMF (Cayman) Ltd. as the trustee and the Reporting Person as the settlor. Ms. Yunyun Yang is the Reporting Person's spouse. Both the Reporting Person and Ms. Yunyun Yang are deemed to be beneficial owners of the securities held by Mini Investments SP1 Limited.

	/s/ Guofu Ye	09/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)