Ye and Yang (NYSE: MNSO) disclose 63.8% MINISO control stake
MINISO Group Holding Limited’s major shareholders, Guofu Ye and Yunyun Yang, report beneficial ownership of 789,541,061 ordinary shares, representing 63.8% of the company’s outstanding ordinary shares as of December 31, 2025. The stake is held through several British Virgin Islands entities, including Mini Investment Limited, Mini Investments SP1 Limited, YGF MC LIMITED, YGF MN LIMITED, YY Capital Ltd., YYY MC LIMITED and YYY Development Limited.
The filing details internal restructurings among these vehicles. In September 2023, 14,000,000 ordinary shares were moved from Mini Investment Limited to its subsidiary Mini Investments SP1 Limited for a prepaid forward collar that was unwound in June 2025. In November 2025, 194,465,382 shares were transferred from YGF MC LIMITED to YGF MN LIMITED. Ye and Yang make joint decisions on voting for all these holdings, reinforcing their effective control of MINISO.
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FAQ
How many MINISO (MNSO) shares do Guofu Ye and Yunyun Yang beneficially own?
They beneficially own 789,541,061 MINISO ordinary shares. According to the disclosure, this combined holding, aggregated through multiple British Virgin Islands entities, represents 63.8% of MINISO’s outstanding ordinary shares as of December 31, 2025, giving them effective control.
What percentage of MINISO (MNSO) does the Ye–Yang group control?
The Ye–Yang group controls 63.8% of MINISO’s ordinary shares. The Schedule 13G/A reports 789,541,061 ordinary shares beneficially owned, based on 1,237,564,177 ordinary shares outstanding as of December 31, 2025, held via several affiliated holding companies.
Which entities hold MINISO (MNSO) shares for Guofu Ye and Yunyun Yang?
Their MINISO stake is held through multiple BVI holding vehicles. Key entities include Mini Investment Limited, Mini Investments SP1 Limited, YGF MC LIMITED, YGF MN LIMITED, YY Capital Ltd., YYY MC LIMITED and YYY Development Limited, through which they share voting and dispositive power.
What internal share transfers involving MINISO (MNSO) are disclosed?
Two notable internal transfers are described. Mini Investment Limited transferred 14,000,000 shares to Mini Investments SP1 Limited for a prepaid forward collar in 2023, later unwound in June 2025, and YGF MC LIMITED transferred 194,465,382 shares to YGF MN LIMITED in November 2025.
How many MINISO (MNSO) shares are outstanding in this ownership filing?
The ownership percentages are based on 1,237,564,177 ordinary shares outstanding. Each reporting person’s percentage, including the 63.8% interest held by Guofu Ye and Yunyun Yang, uses this total share count as of December 31, 2025, as the denominator.
What is Mini Investment Limited’s stake in MINISO (MNSO)?
Mini Investment Limited beneficially owns 328,290,482 MINISO ordinary shares. This includes 314,290,482 shares held directly and 14,000,000 shares held by its wholly owned subsidiary Mini Investments SP1 Limited, representing 26.5% of the outstanding ordinary shares.
What role do trusts play in MINISO (MNSO) ownership by Ye and Yang?
Several trusts hold shares on behalf of Ye and Yang. YGF Trust and Y Group Trust, with Mr. Ye as settlor, and YYY Trust, with Ms. Yang as settlor, hold shares via TMF (Cayman) Ltd. and Cantrust (Far East) Limited, consolidating their beneficial ownership and voting power.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 5)
|
MINISO Group Holding Limited (Name of Issuer) |
Ordinary Shares, par value $0.00001 per share (Title of Class of Securities) |
66981J102 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| 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
|
| CUSIP No. | 66981J102 |
| 1 | Names of Reporting Persons
Guofu Ye | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
789,541,061.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
63.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
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) 8,936,000 ordinary shares (including 96,000 ordinary shares in the form of ADSs) held by YGF MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, (iv) 194,465,382 ordinary shares held by YGF MN LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, and (v) 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 as the settlor. YGF MC LIMITED is wholly-owned by Mr. Guofu Ye. YGF MN LIMITED is held by YGF MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, as to 1%, and held by YY Capital Ltd., a limited liability company incorporated under the laws of British Virgin Islands, as to 99%. All shares of YY Capital Ltd. are held by Cantrust (Far East) Limited on behalf of Y Group Trust, with Cantrust (Far East) Limited as the trustee and Mr. Ye as the settlor. 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 as the settlor.
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, YGF MN LIMITED and YYY MC LIMITED.
**The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,237,564,177 outstanding ordinary shares of the Issuer outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 66981J102 |
| 1 | Names of Reporting Persons
Mini Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
328,290,482.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
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. Guofu Ye as the settlor. 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 1,237,564,177 outstanding ordinary shares of the Issuer outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 66981J102 |
| 1 | Names of Reporting Persons
Mini Investments SP1 Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
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. Guofu Ye as the settlor. 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 1,237,564,177 outstanding ordinary shares of the Issuer outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 66981J102 |
| 1 | Names of Reporting Persons
YGF MC LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,936,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: * Represents 8,936,000 ordinary shares (including 96,000 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.
In November 2025, YGF MC LIMITED transferred 194,465,382 ordinary shares of the Issuer to YGF MN LIMITED, which is held by YGF MC LIMITED as to 1%, and held by YY Capital Ltd. as to 99%.
**The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,237,564,177 outstanding ordinary shares of the Issuer outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 66981J102 |
| 1 | Names of Reporting Persons
YGF MN LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
194,465,382.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *Represents 194,465,382 ordinary shares held by YGF MN LIMITED, a limited liability company incorporated under the laws of British Virgin Islands. YGF MN LIMITED is held by YGF MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, as to 1%, and held by YY Capital Ltd., a limited liability company incorporated under the laws of British Virgin Islands, as to 99%. All shares of YY Capital Ltd. are held by Cantrust (Far East) Limited on behalf of Y Group Trust, with Cantrust (Far East) Limited as the trustee and Mr. Guofu Ye as the settlor .
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 MN LIMITED.
In November 2025, YGF MC LIMITED transferred 194,465,382 ordinary shares of the Issuer to YGF MN LIMITED, which is held by YGF MC LIMITED as to 1%, and held by YY Capital Ltd. as to 99%.
**The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,237,564,177 outstanding ordinary shares of the Issuer outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 66981J102 |
| 1 | Names of Reporting Persons
YGF Development Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
328,290,482.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
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. Guofu Ye as the settlor.
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 1,237,564,177 outstanding ordinary shares of the Issuer outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 66981J102 |
| 1 | Names of Reporting Persons
YY Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
194,465,382.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: *Represents 194,465,382 ordinary shares held by YGF MN Limited, a limited liability company incorporated under the laws of British Virgin Islands. YGF MN LIMITED is held by YGF MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, as to 1%, and held by YY Capital Ltd., a limited liability company incorporated under the laws of British Virgin Islands, as to 99%. All shares of YY Capital Ltd. are held by Cantrust (Far East) Limited on behalf of Y Group Trust, with Cantrust (Far East) Limited as the trustee and Mr. Guofu Ye as the settlor.
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 YY Capital Ltd.
**The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,237,564,177 outstanding ordinary shares of the Issuer outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 66981J102 |
| 1 | Names of Reporting Persons
Yunyun Yang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
789,541,061.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
63.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
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) 8,936,000 ordinary shares (including 96,000 ordinary shares in the form of ADSs) held by YGF MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, (iv) 194,465,382 ordinary shares held by YGF MN LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, and (v) 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 as the settlor. YGF MC LIMITED is wholly-owned by Mr. Guofu Ye. YGF MN LIMITED is held by YGF MC LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, as to 1%, and held by YY Capital Ltd., a limited liability company incorporated under the laws of British Virgin Islands, as to 99%. All shares of YY Capital Ltd. are held by Cantrust (Far East) Limited on behalf of Y Group Trust, with Cantrust (Far East) Limited as the trustee and Mr. Ye as the settlor. 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 as the settlor.
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, YGF MN LIMITED and YYY MC LIMITED.
**The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,237,564,177 outstanding ordinary shares of the Issuer outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 66981J102 |
| 1 | Names of Reporting Persons
YYY MC LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
257,849,197.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
20.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
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 as the settlor.
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 1,237,564,177 outstanding ordinary shares of the Issuer outstanding as of December 31, 2025.
SCHEDULE 13G
|
| CUSIP No. | 66981J102 |
| 1 | Names of Reporting Persons
YYY Development Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
257,849,197.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
20.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
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 as the settlor.
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 1,237,564,177 outstanding ordinary shares of the Issuer outstanding as of December 31, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
MINISO Group Holding Limited | |
| (b) | Address of issuer's principal executive offices:
8F, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou, F4, 510000 | |
| Item 2. | ||
| (a) | Name of person filing:
Guofu Ye
Mini Investment Limited
Mini Investments SP1 Limited
YGF MC LIMITED
YGF MN LIMITED
YGF Development Limited
YY Capital Ltd.
Yunyun Yang
YYY MC LIMITED
YYY Development Limited
(collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The business address of the Reporting Persons is 8F, M Plaza, No. 109, Pazhou Avenue, Haizhu District, Guangzhou 510000, Guangdong Province, the People's Republic of China | |
| (c) | Citizenship:
Guofu Ye - People's Republic of China
Mini Investment Limited - British Virgin Islands
Mini Investments SP1 Limited - British Virgin Islands
YGF MC LIMITED - British Virgin Islands
YGF MN LIMITED - British Virgin Islands
YGF Development Limited - British Virgin Islands
YY Capital Ltd. - British Virgin Islands
Yunyun Yang - People's Republic of China
YYY MC LIMITED - British Virgin Islands
YYY Development Limited - British Virgin Islands | |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.00001 per share | |
| (e) | CUSIP No.:
66981J102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses of each Reporting Person to Row (9) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4. | |
| (b) | Percent of class:
The responses of each Reporting Person to Row (11) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
The responses of each Reporting Person to Row (6) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
The responses of each Reporting Person to Row (8) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Joint Filing Agreement |