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[SCHEDULE 13G/A] MINISO Group Holding Limited American SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A
Rhea-AI Filing Summary

MINISO Group Holding Limited reporting persons (Mr. Guofu Ye, Ms. Yunyun Yang and affiliated entities) disclose beneficial ownership of 789,541,061 ordinary shares, representing 63.2% of the company's outstanding ordinary shares based on a total of 1,249,871,833 shares. The filing shows no sole voting or dispositive power; all reported holdings are held with shared voting and shared dispositive power, indicating collective control through affiliated holding vehicles.

The filing breaks the position into affiliated holders: Mini Investment Limited group (328,290,482 shares, 26.3%), YGF MC LIMITED (203,401,382 shares, 16.3%, including 8,896,000 ADS-equivalent shares), YYY MC LIMITED (257,849,197 shares, 20.6%), and Mini Investments SP1 Limited (14,000,000 shares, 1.1%). The disclosure notes a September 2023 transfer of 14,000,000 shares to a subsidiary and a collar transaction that was unwound in June 2025, returning those shares to the subsidiary. Mr. Ye and Ms. Yang jointly make decisions over the voting power of these holdings.

Positive
  • Clear ownership structure disclosed across named affiliated entities, improving transparency for investors
  • Founders and family-aligned vehicles hold 63.2%, which can support long-term strategic stability and alignment of interests
  • Return of 14,000,000 shares to Mini Investments SP1 Limited after unwinding the collar restores previously encumbered shares to the holding group
Negative
  • High ownership concentration (63.2%) materially reduces public free float and may limit minority shareholder influence
  • No sole voting power reported and widespread shared voting/dispositive power indicate centralized, joint control that could constrain independent governance
  • Significant blocks held through trusts and offshore vehicles can complicate oversight and reduce transparency for some investors

Insights

Founders and affiliates control a majority stake, creating concentrated ownership with clear governance implications.

The Schedule 13G/A reports a combined beneficial stake of 63.2% held by reporting persons through multiple affiliated entities. From a market-structure perspective, this concentration materially reduces free float and centralizes voting power, which can affect liquidity and the stock's responsiveness to public investor activism. The filing also discloses that there is no sole voting or dispositive power listed; instead control is exercised jointly through holding vehicles, implying coordinated decision-making rather than dispersed passive holdings. The inclusion of 8,896,000 shares in ADS form within one affiliate's total is relevant for cross-listing dynamics.

Joint control by founders and trust structures indicates centralized governance and potential minority shareholder influence constraints.

The filing makes clear that Mr. Ye and Ms. Yang, via trusts and BVI holding companies, are deemed beneficial owners and jointly exercise voting power over a majority stake. This trustee/holding-vehicle structure can facilitate long-term strategic control but also concentrates decision rights, which has implications for board composition, related-party transactions, and minority protections. The unwind of the previously encumbered 14,000,000-share collar shows active management of pledged shares and collateral arrangements by the affiliates. Overall, this is a material governance disclosure but not an operational performance update.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: *Represents (i) 314,290,482 ordinary shares held by Mini Investment Limited, a limited liability company incorporated under the laws of British Virgin Islands, (ii) 14,000,000 ordinary shares held by Mini Investments SP1 Limited, a limited liability company incorporated under the laws of British Virgin Islands, (iii) 203,401,382 ordinary shares (including 8,896,000 ordinary shares in the form of ADSs) held by YGF MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, and (iv) 257,849,197 ordinary shares held by YYY MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands. Mini Investments SP1 Limited is 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 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 Mr. Ye and his family members as beneficiaries. Mr. Guofu Ye is deemed to be the controlling person of the trust. YGF MC Limited is wholly-owned by Mr. Guofu Ye. YYY MC Limited is wholly owned by YYY Development Limited, a limited liability company incorporated under the laws of British Virgin Islands. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust, with TMF (Cayman) Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yunyun Yang is deemed to be the controlling person of the trust. Ms. Yunyun Yang is Mr. Guofu Ye's spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares directly held by Mini Investment Limited, Mini Investments SP1 Limited, YGF MC Limited and YYY MC Limited. **The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,249,871,833 outstanding ordinary shares of the Issuer outstanding as of December 31, 2024.


SCHEDULE 13G




Comment for Type of Reporting Person: *Represents (i) 314,290,482 ordinary shares held by Mini Investment Limited, a limited liability company incorporated under the laws of British Virgin Islands, and (ii) 14,000,000 ordinary shares held by Mini Investments SP1 Limited, a limited liability company incorporated under the laws of British Virgin Islands. Mini Investments SP1 Limited is 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 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 Mr. Ye and his family members as beneficiaries. Mr. Guofu Ye is both the settlor and the protector of YGF Trust and is deemed to be the controlling person of the trust. Ms. Yunyun Yang is Mr. Guofu Ye's spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares held by Mini Investment Limited. **The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,249,871,833 outstanding ordinary shares of the Issuer outstanding as of December 31, 2024.


SCHEDULE 13G




Comment for Type of Reporting Person: *Represents 14,000,000 ordinary shares held by Mini Investments SP1 Limited, a limited liability company incorporated under the laws of British Virgin Islands. Mini Investments SP1 Limited is 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 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 Mr. Ye and his family members as beneficiaries. Mr. Guofu Ye is deemed to be the controlling person of the trust. Ms. Yunyun Yang is Mr. Guofu Ye's spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares held by Mini Investments SP1 Limited. In September 2023, Mini Investment Limited transferred 14,000,000 ordinary shares of the Issuer to its wholly owned subsidiary Mini Investments SP1 Limited, who entered into a prepaid forward contract with a leading financial institution for a collar transaction and transferred such 14,000,000 ordinary shares to the financial institution as credit support. This transaction was unwound in June 2025, and Mini Investments SP1 Limited received back all the 14,000,000 ordinary shares. **The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,249,871,833 outstanding ordinary shares of the Issuer outstanding as of December 31, 2024.


SCHEDULE 13G




Comment for Type of Reporting Person: * Represents 203,401,382 ordinary shares (including 8,896,000 ordinary shares in the form of ADSs) held by YGF MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands. YGF MC Limited is wholly-owned by Mr. Guofu Ye. Ms. Yunyun Yang is Mr. Guofu Ye's spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares held by YGF MC LIMITED. **The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,249,871,833 outstanding ordinary shares of the Issuer outstanding as of December 31, 2024.


SCHEDULE 13G




Comment for Type of Reporting Person: *Represents (i) 314,290,482 ordinary shares held by Mini Investment Limited, a limited liability company incorporated under the laws of British Virgin Islands, and (ii) 14,000,000 ordinary shares held by Mini Investments SP1 Limited, a limited liability company incorporated under the laws of British Virgin Islands. Mini Investments SP1 Limited is 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 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 Mr. Ye and his family members as beneficiaries. Mr. Guofu Ye is both the settlor and the protector of YGF Trust and is deemed to be the controlling person of the trust. Ms. Yunyun Yang is Mr. Guofu Ye's spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares held by YGF Development Limited. **The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,249,871,833 outstanding ordinary shares of the Issuer outstanding as of December 31, 2024.


SCHEDULE 13G




Comment for Type of Reporting Person: *Represents (i) 314,290,482 ordinary shares held by Mini Investment Limited, a limited liability company incorporated under the laws of British Virgin Islands, (ii) 14,000,000 ordinary shares held by Mini Investments SP1 Limited, a limited liability company incorporated under the laws of British Virgin Islands, (iii) 203,401,382 ordinary shares (including 8,896,000 ordinary shares in the form of ADSs) held by YGF MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, and (iv) 257,849,197 ordinary shares held by YYY MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands. Mini Investments SP1 Limited is 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 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 Mr. Ye and his family members as beneficiaries. Mr. Guofu Ye is deemed to be the controlling person of the trust. YGF MC Limited is wholly-owned by Mr. Guofu Ye. YYY MC Limited is wholly owned by YYY Development Limited, a limited liability company incorporated under the laws of British Virgin Islands. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust, with TMF (Cayman) Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yunyun Yang is deemed to be the controlling person of the trust. Ms. Yunyun Yang is Mr. Guofu Ye's spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares directly held by Mini Investment Limited, Mini Investments SP1 Limited, YGF MC Limited and YYY MC Limited. **The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,249,871,833 outstanding ordinary shares of the Issuer outstanding as of December 31, 2024.


SCHEDULE 13G




Comment for Type of Reporting Person: *Represents 257,849,197 ordinary shares held by YYY MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands. YYY MC Limited is wholly owned by YYY Development Limited, a limited liability company incorporated under the laws of British Virgin Islands. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust, with TMF (Cayman) Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yunyun Yang is deemed to be the controlling person of the trust. Ms. Yunyun Yang is Mr. Guofu Ye's spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares held by YYY MC LIMITED. **The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,249,871,833 outstanding ordinary shares of the Issuer outstanding as of December 31, 2024.


SCHEDULE 13G




Comment for Type of Reporting Person: *Represents 257,849,197 ordinary shares held by YYY MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands. YYY MC Limited is wholly owned by YYY Development Limited, a limited liability company incorporated under the laws of British Virgin Islands. All shares of YYY Development Limited are held by TMF (Cayman) Ltd. on behalf of YYY Trust, with TMF (Cayman) Ltd. as the trustee, and Ms. Yang and her family members as beneficiaries. Ms. Yunyun Yang is deemed to be the controlling person of the trust. Ms. Yunyun Yang is Mr. Guofu Ye's spouse. Mr. Guofu Ye and Ms. Yunyun Yang make joint decisions on the exercise of the voting power of the shares owned by them through their holding vehicles. As a result, both Mr. Guofu Ye and Ms. Yunyun Yang are deemed to be beneficial owners of the shares held by YYY Development Limited. **The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,249,871,833 outstanding ordinary shares of the Issuer outstanding as of December 31, 2024.


SCHEDULE 13G



Guofu Ye
Signature:/s/ Guofu Ye
Name/Title:Guofu Ye
Date:08/13/2025
Mini Investment Limited
Signature:/s/ Guofu Ye
Name/Title:Guofu Ye/Director
Date:08/13/2025
Mini Investments SP1 Limited
Signature:/s/ Guofu Ye
Name/Title:Guofu Ye/Director
Date:08/13/2025
YGF MC LIMITED
Signature:/s/ Guofu Ye
Name/Title:Guofu Ye/Director
Date:08/13/2025
YGF Development Limited
Signature:/s/ Liu Kin Wai
Name/Title:S.B. Vanwall Ltd. (represented by Liu Kin Wai)/Director
Date:08/13/2025
Yunyun Yang
Signature:/s/ Yunyun Yang
Name/Title:Yunyun Yang
Date:08/13/2025
YYY MC LIMITED
Signature:/s/ Yunyun Yang
Name/Title:Yunyun Yang/Director
Date:08/13/2025
YYY Development Limited
Signature:/s/ Liu Kin Wai
Name/Title:S.B. Vanwall Ltd. (represented by Liu Kin Wai)/Director
Date:08/13/2025
Exhibit Information

Joint Filing Agreement

FAQ

Who filed the Schedule 13G/A for MINISO (MNSO)?

The filing was made by reporting persons collectively identified as Guofu Ye, Mini Investment Limited, Mini Investments SP1 Limited, YGF MC Limited, YGF Development Limited, Yunyun Yang, YYY MC Limited, and YYY Development Limited.

How many MINISO shares are reported and what percent of the class do they represent?

The reporting persons beneficially own 789,541,061 ordinary shares, representing 63.2% of the class based on 1,249,871,833 outstanding ordinary shares.

Which affiliated entities hold the largest stakes disclosed in the filing?

Key holders disclosed: Mini Investment Limited group 328,290,482 shares (26.3%), YYY MC LIMITED 257,849,197 shares (20.6%), and YGF MC LIMITED 203,401,382 shares (16.3%, including 8,896,000 ADS-equivalents).

Do any reporting persons have sole voting or dispositive power over the shares?

No. The filing reports 0 shares with sole voting power and 0 shares with sole dispositive power; all reported shares show shared voting and shared dispositive power.

Were there recent transactions or encumbrances disclosed affecting these holdings?

Yes. In September 2023, Mini Investment Limited transferred 14,000,000 shares to its subsidiary Mini Investments SP1 Limited and to a financial institution as credit support for a collar transaction; that collar was unwound in June 2025 and the 14,000,000 shares were returned to the subsidiary.
Miniso Group Holding Ltd

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