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MINISO Group Holding Ltd. (MNSO)’s beneficial-ownership amendment reports Guofu Ye and Yunyun Yang each as beneficial owners of 770,041,061 ordinary shares, or 63.4%, with shared voting and dispositive power through holding vehicles. Their reported interests refer to the same shares, reflecting their joint decisions on voting; the percentage is based on 1,214,041,449 ordinary shares outstanding as of September 30, 2026.
Separately, Mini Investment Limited transferred 7,600,000 shares to its wholly owned subsidiary Mini Investments SP1 Limited in September 2026. On September 17, Mini Investments SP1 Limited transferred 21,600,000 shares to an unaffiliated dealer as credit support under a prepaid variable share forward contract, and the dealer made a prepayment. At expiration, Mini Investments SP1 Limited will settle with cash or by delivering the required number of shares.
Key Figures
Beneficially owned ordinary shares:770,041,061 sharesBeneficial ownership:63.4%Ordinary shares outstanding:1,214,041,449 shares+2 more
5 metrics
Beneficially owned ordinary shares770,041,061 sharesReported for both Guofu Ye and Yunyun Yang, whose interests refer to the same shares.
Beneficial ownership63.4%For each of Guofu Ye and Yunyun Yang, based on ordinary shares outstanding as of September 30, 2026.
Ordinary shares outstanding1,214,041,449 sharesAs of September 30, 2026; denominator used for the reported ownership percentage.
Shares transferred as credit support21,600,000 ordinary sharesTransferred by Mini Investments SP1 Limited to the dealer under the prepaid variable share forward contract.
Shares transferred to subsidiary7,600,000 ordinary sharesTransferred by Mini Investment Limited to its wholly owned subsidiary in September 2026.
"entered into a prepaid variable share forward contract"
credit supportfinancial
"transferred the 21,600,000 ordinary shares ... as credit support"
Credit support is the promise or resources—such as a guarantee, collateral, reserve fund, or letter of credit—that back a borrower’s obligations to lenders or bondholders. It matters to investors because it lowers the chance of losing money if the borrower can’t pay, similar to how a cosigner or security deposit gives extra assurance, and it can improve a borrower’s credit rating and reduce borrowing costs.
beneficial ownerregulatory
"deemed to be beneficial owners of the shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerregulatory
"Shared Voting Power 770,041,061"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
hedging activitiesfinancial
"The Dealer subsequently conducted hedging activities"
Hedging activities are deliberate financial actions a company takes to protect itself from unwanted swings in prices, rates, or currency values — like buying insurance or locking a price to avoid surprises. For investors, hedging matters because it can make a company’s revenue and profits more predictable and reduce downside risk, but it can also cap upside gains and create extra costs that affect future cash flow and reported results.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many MNSO shares did Guofu Ye and Yunyun Yang report beneficially owning?
Each was reported as a beneficial owner of 770,041,061 ordinary shares, or 63.4%. The two reports refer to the same shares, with shared voting and dispositive power through holding vehicles.
What are the terms of the MNSO prepaid variable share forward contract?
On September 17, 2026, Mini Investments SP1 Limited transferred 21,600,000 ordinary shares to an unaffiliated dealer as credit support, and the dealer made a prepayment. At expiration, Mini Investments SP1 Limited will settle with cash or by delivering the required number of shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
MINISO Group Holding Limited
(Name of Issuer)
Ordinary Shares, par value $0.00001 per share
(Title of Class of Securities)
66981J102
(CUSIP Number)
09/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
770,041,061.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
770,041,061.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
770,041,061.00
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)
63.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: *Represents (i) 308,140,482 ordinary shares held by Mini Investment Limited, a limited liability company incorporated under the laws of British Virgin Islands (ii) 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, (iii) 195,115,382 ordinary shares held by YGF MN 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.
In September 2026, Mini Investment Limited transferred 7,600,000 ordinary shares of the Issuer to its wholly owned subsidiary Mini Investments SP1 Limited, in connection with the entering into of the Contract (as defined below). On September 17, 2026, Mini Investments SP1 Limited entered into a prepaid variable share forward contract (the "Contract") with an unaffiliated third-party dealer (the "Dealer"). Pursuant to the Contract, Mini Investments SP1 Limited transferred the 21,600,000 ordinary shares of the Issuer held by it to the Dealer as credit support, and the Dealer made a prepayment to Mini Investments SP1 Limited. The Dealer subsequently conducted hedging activities with these ordinary shares pursuant to the Contract. Upon expiration of the Contract, Mini Investments SP1 Limited will settle with cash payment or by delivering required number of shares.
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. 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. Guofu 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. Yunyun 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 1,214,041,449 ordinary shares of the Issuer outstanding as of September 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
308,140,482.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
308,140,482.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
308,140,482.00
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)
25.4 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: *Represents 308,140,482 ordinary shares held by Mini Investment Limited, a limited liability company incorporated under the laws of British Virgin Islands. 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.
In September 2026, Mini Investment Limited transferred 7,600,000 ordinary shares of the Issuer to its wholly owned subsidiary Mini Investments SP1 Limited, in connection with the entering into of the Contract (as defined below). On September 17, 2026, Mini Investments SP1 Limited entered into a prepaid variable share forward contract (the "Contract") with an unaffiliated third-party dealer (the "Dealer"). Pursuant to the Contract, Mini Investments SP1 Limited transferred the 21,600,000 ordinary shares of the Issuer held by it to the Dealer as credit support, and the Dealer made a prepayment to Mini Investments SP1 Limited. The Dealer subsequently conducted hedging activities with these ordinary shares pursuant to the Contract. Upon expiration of the Contract, Mini Investments SP1 Limited will settle with cash payment or by delivering required number of shares.
**The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,214,041,449 ordinary shares of the Issuer outstanding as of September 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0.0 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: * In September 2026, Mini Investment Limited transferred 7,600,000 ordinary shares of the Issuer to its wholly owned subsidiary Mini Investments SP1 Limited, in connection with the entering into of the Contract (as defined below). On September 17, 2026, Mini Investments SP1 Limited entered into a prepaid variable share forward contract (the "Contract") with an unaffiliated third-party dealer (the "Dealer"). Pursuant to the Contract, Mini Investments SP1 Limited transferred the 21,600,000 ordinary shares of the Issuer held by it to the Dealer as credit support, and the Dealer made a prepayment to Mini Investments SP1 Limited. The Dealer subsequently conducted hedging activities with these ordinary shares pursuant to the Contract. Upon expiration of the Contract, Mini Investments SP1 Limited will settle with cash payment or by delivering required number of shares.
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.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,936,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,936,000.00
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.
**The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,214,041,449 ordinary shares of the Issuer outstanding as of September 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
195,115,382.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
195,115,382.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
195,115,382.00
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)
16.1 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: *Represents 195,115,382 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.
**The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,214,041,449 ordinary shares of the Issuer outstanding as of September 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
308,140,482.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
308,140,482.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
308,140,482.00
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)
25.4 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: *Represents 308,140,482 ordinary shares held by Mini Investment Limited, a limited liability company incorporated under the laws of British Virgin Islands. 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.
In September 2026, Mini Investment Limited transferred 7,600,000 ordinary shares of the Issuer to its wholly owned subsidiary Mini Investments SP1 Limited, in connection with the entering into of the Contract (as defined below). On September 17, 2026, Mini Investments SP1 Limited entered into a prepaid variable share forward contract (the "Contract") with an unaffiliated third-party dealer (the "Dealer"). Pursuant to the Contract, Mini Investments SP1 Limited transferred the 21,600,000 ordinary shares of the Issuer held by it to the Dealer as credit support, and the Dealer made a prepayment to Mini Investments SP1 Limited. The Dealer subsequently conducted hedging activities with these ordinary shares pursuant to the Contract. Upon expiration of the Contract, Mini Investments SP1 Limited will settle with cash payment or by delivering required number of shares.
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 1,214,041,449 ordinary shares of the Issuer outstanding as of September 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
195,115,382.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
195,115,382.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
195,115,382.00
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)
16.1 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: * Represents 195,115,382 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 1,214,041,449 ordinary shares of the Issuer outstanding as of September 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
770,041,061.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
770,041,061.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
770,041,061.00
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)
63.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: *Represents (i) 308,140,482 ordinary shares held by Mini Investment Limited, a limited liability company incorporated under the laws of British Virgin Islands (ii) 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, (iii) 195,115,382 ordinary shares held by YGF MN 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.
In September 2026, Mini Investment Limited transferred 7,600,000 ordinary shares of the Issuer to its wholly owned subsidiary Mini Investments SP1 Limited, in connection with the entering into of the Contract (as defined below). On September 17, 2026, Mini Investments SP1 Limited entered into a prepaid variable share forward contract (the "Contract") with an unaffiliated third-party dealer (the "Dealer"). Pursuant to the Contract, Mini Investments SP1 Limited transferred the 21,600,000 ordinary shares of the Issuer held by it to the Dealer as credit support, and the Dealer made a prepayment to Mini Investments SP1 Limited. The Dealer subsequently conducted hedging activities with these ordinary shares pursuant to the Contract. Upon expiration of the Contract, Mini Investments SP1 Limited will settle with cash payment or by delivering required number of shares.
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. 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. Guofu 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. Yunyun 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 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 1,214,041,449 ordinary shares of the Issuer outstanding as of September 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
257,849,197.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
257,849,197.00
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)
21.2 %
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. Yunyun 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 1,214,041,449 ordinary shares of the Issuer outstanding as of September 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
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:
5
Sole Voting Power
0.00
6
Shared Voting Power
257,849,197.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
257,849,197.00
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)
21.2 %
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. Yunyun 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 1,214,041,449 ordinary shares of the Issuer outstanding as of September 30, 2026.
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 16F, 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/A (including the footnotes) 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/A (including the footnotes) 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/A (including the footnotes) 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/A (including the footnotes) 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
Item 10.
Certifications:
Not Applicable
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.
Guofu Ye
Signature:
/s/ Guofu Ye
Name/Title:
Guofu Ye
Date:
11/13/2026
Mini Investment Limited
Signature:
/s/ Guofu Ye
Name/Title:
Guofu Ye / Director
Date:
11/13/2026
Mini Investments SP1 Limited
Signature:
/s/ Guofu Ye
Name/Title:
Guofu Ye / Director
Date:
11/13/2026
YGF MC LIMITED
Signature:
/s/ Guofu Ye
Name/Title:
Guofu Ye / Director
Date:
11/13/2026
YGF MN LIMITED
Signature:
/s/ Guofu Ye
Name/Title:
Guofu Ye / Director
Date:
11/13/2026
YGF Development Limited
Signature:
/s/ Tse Pui Shan
Name/Title:
S.B. Vanwall Ltd. (represented by Tse Pui Shan) / Director
Date:
11/13/2026
YY Capital Ltd.
Signature:
/s/ MOCK Yuk Sim /s/ TANG Pik Yi
Name/Title:
Rustem Limited (represented by MOCK Yuk Sim and TANG Pik Yi) / Director
Date:
11/13/2026
Yunyun Yang
Signature:
/s/ Yunyun Yang
Name/Title:
Yunyun Yang
Date:
11/13/2026
YYY MC LIMITED
Signature:
/s/ Yunyun Yang
Name/Title:
Yunyun Yang / Director
Date:
11/13/2026
YYY Development Limited
Signature:
/s/ Tse Pui Shan
Name/Title:
S.B. Vanwall Ltd. (represented by Tse Pui Shan) / Director
Date:
11/13/2026
Comments accompanying signature: [Confirm whether a power of attorney is needed; if so, provide executed authority and exact filing incorporation reference. No signature authority is assumed from a prior signature.]
