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                             August 13, 2020

       Steven Zhang
       Chief Financial Officer
       MINISO Group Holding Ltd
       25F, Heye Plaza, No.486, Kangwang Middle Road
       Liwan District, Guangzhou 510140, Guangdong Province
       The People   s Republic of China

                                                        Re: MINISO Group
Holding Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted July 17,
2020
                                                            CIK No. 0001815846

       Dear Mr. Zhang:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1 Filed July 17, 2020

       Prospectus Summary
       Overview, page 1

   1.                                                   Please revise your
summary to clarify that investors will have ownership in a holding
                                                        company that does not
directly own all of its operations in China. Please also disclose in
                                                        the summary that you
rely on dividends and other distributions on equity paid by your
                                                        PRC subsidiaries for
your cash and financing requirements, including the funds necessary
                                                        to pay dividends.
 Steven Zhang
FirstName LastNameSteven
MINISO Group   Holding LtdZhang
Comapany
August 13, NameMINISO
           2020         Group Holding Ltd
August
Page 2 13, 2020 Page 2
FirstName LastName
2.       Please revise your disclosure to clearly state that your network of
over 4,200 MINISO
         stores are not all self-operated stores. Please also revise here and
in your table at the
         bottom of page 110 to separately quantify the number of self-operated
stores and those
         operated by third-parties such as franchised stores and distributor
stores.
3.       To avoid giving undue prominence to GMV, which we assume to be gross
merchandise
         value, please precede its disclosure with disclosure of your revenue
or your revenue from
         product sales in self-operated stores and to franchisees and
distributors.
4.       Please disclose here, as you do on page 54, that there will be a
concentration of ownership
         post-offering that will limit the ability of prospective investors in
this offering to influence
         the company and corporate decisions. In addition, please clarify
whether the company will
         be a "controlled company" under the definition of the applicable stock
exchange after the
         offering and, if so, provide appropriate disclosure here and in the
risk factors section.
5.       Throughout the registration statement, you use the terms pioneering,
distinguished,
         differentiated, and other similar terms, to describe your company's
business model. Please
         revise to support these claims that your franchising model and your
growth strategy,
         which is based in significant part on increasing the number of
franchisees, should be
         considered unique.
Conventions that Apply to this Prospectus, page 6

6.       You disclose that    GMV    is the total value of all merchandise sold
by you and your retail
         partners and distributors, including the VAT and tax surcharges paid,
regardless of
         whether the merchandise is returned. Please clarify for us whether GMV
includes sales
         taxes collected from customers. In this regard, we note that revenue
excludes value added
         tax or other sales taxes and is after deduction of any sales rebates
and sales returns.

         To the extent that your basis for determining GMV differs from "sales
of lifestyle
         products" as currently presented on page F-33 other than due to net
product sales revenue
         recognized by your third-party store operators, please explain to us
the nature of the
         differences and why it is appropriate to present GMV and sales of
lifestyle products on
         different bases.
Any lack of requisite approvals, page 35

7.       Please revise your disclosure to clarify whether your "WonderLife"
brand franchising
         operations are now compliant with PRC law. If they are not, please
revise to clarify the
         following:

                when you expect to bring your operations into compliance and
when you will learn
              whether the PRC government will impose penalties for your
non-compliance;
                whether all income generated by you and your franchisees from
the start of
              operations until your compliance date would be subject to
seizure; and
 Steven Zhang
FirstName LastNameSteven
MINISO Group   Holding LtdZhang
Comapany
August 13, NameMINISO
           2020         Group Holding Ltd
August
Page 3 13, 2020 Page 3
FirstName LastName

                whether RMB500,000 is the maximum aggregate fine for your
company or,
              alternatively, whether fines may be levied per franchisee or per
violation such that the
              total fines may exceed that amount.

         In addition, please disclose the anticipated cost and effect on your
operations of relocating
         your two directly owned China MINISO stores, if material.
We are entitled to amend the deposit agreement, page 61

8.       We note that this risk factor and the ensuing risk factors in this
section contain bracketed
         language relating to the deposit agreement. It appears that the
language has been
         bracketed because the terms of the agreement have not been determined.
Please note that
         we will not comment on this disclosure until the terms of the
agreement have been
         established and the agreement is filed as an exhibit to the
registration statement.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Impact of COVID-19, page 79

9.       We note that, as a result of COVID-19, your revenue generated "from
the PRC decreased
         by 2.4% from RMB4,796.4 million in the nine months ended March 31,
2019 to
         RMB4,679.4 million in the nine months ended March 31, 2020." If
material, please
         provide similar disclosure for the impact of COVID-19 on your revenue
generated from
         overseas operations.
Results of Operations, page 84

10.      Please disclose why your income taxes represent a significant portion
of your profit before
         tax.
Frequently-refreshed Product Assortment, page 103

11.      If material, explain the significance of co-branding campaigns to your
overall results of
         operations and describe the material terms of your standard
co-branding agreements.
         Please file any material agreements as exhibits.
Deepen Consumer Engagement and Drive Omni-channel Experience , page 106

12.      Explain the meaning of the term "omni-channel" and how you expect this
strategy to
         affect the profitability of your franchisees and the company. In this
regard, we note that
         an increase in the number of channels may increase profitability for
the parent at the
         expense of profitability for the franchisee.
Our Business Model, page 107

13.      Please disclose the franchise fees, ongoing royalty percentages and
commissions payable
         by your franchisees, as well as other material terms of your franchise
agreements,
 Steven Zhang
MINISO Group Holding Ltd
August 13, 2020
Page 4
         including term and termination provisions. In addition, please provide
a detailed
         discussion of your arrangements to provide financing to franchisees
including, the typical
         amount financed, whether the financing agreements are mandatory, the
typical repayment
         timeframe for these loans and the incidence of default. Please also
make corresponding
         revisions to your summary disclosure.
Product Design and Development, page 108

14.      Please describe your product design capabilities in greater detail,
including the nature and
         scope of your reliance on the Design Academy, the manner in which the
Design Academy
         integrates the work of independent designers, the extent to which your
sales consist of
         products designed by your Design Academy and those designed by
third-parties, and the
         nature of any agreements with these third-parties.
Our Store Network, page 111

15.      Please revise, where appropriate, to describe the material terms,
including term and
         termination, of your license and product sales agreements with your
local distributors.
         File any material agreements as exhibits to the registration
statement.
Our Supply Chain, page 112

16.       You describe your supply chain as best-in-class. Please revise your
disclosure to describe
         the different steps in your supply chain and the nature of your
material relationships with
         these suppliers. For instance, please tell us how your agreements are
structured to be
         consistent with your philosophy of maintaining a core of 8,000 SKUs
and launching 100
         new and presumably shorter-lived SKUs every seven days. In addition,
revise to define
         the term SKU at first usage. Please also disclose any manufacturer
discounts or other
         incentives.
Technology Capabilities, page 114

17.      Please expand your discussion of your smart-store features to explain
how the use of
         technology allows you to customize the shopper experience. In this
regard, it is unclear
         which elements of your store model are flexible and which are not.
Regulation, page 118

18.    We note your disclosure in this section. Please add risk factor
disclosure regarding
       uncertainties that may exist with respect to the interpretation of the
PRC Foreign
FirstName LastNameSteven Zhang
       Investment Law, if material. In addition, please revise this section to
discuss the effects of
Comapany    NameMINISO
       the various         Group
                   regulations    Holding
                               on your      Ltd with a view to understanding
how the regulations
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FirstName LastName
 Steven Zhang
FirstName LastNameSteven
MINISO Group   Holding LtdZhang
Comapany
August 13, NameMINISO
           2020         Group Holding Ltd
August
Page 5 13, 2020 Page 5
FirstName LastName
Compensation of Directors and Executive Officers, page 132

19.      Please update your executive compensation disclosure to reflect
information as of the end
         of the most recently completed fiscal year.
Principal and Selling Shareholders, page 134

20.      Please reconcile the percentage of shares held by Mr. Guafo Ye and
Ms.Yunyun Yang to
         the total number and percentage of shares beneficially owned. The
total percentage of the
         beneficial shares owned by Mr. Ye and Ms. Yang do not add to the total
percentage of
         shares held by the Directors and Officers. In footnote (4), please
explain to us and clarify
         which shares are beneficially held by Mr. Ye and Ms. Yang in the
MINOSO Group. It
         appears only the 257,849,197 common shares held by YYY MC LIMITED are
owned by
         Ms. Yang with the remainder beneficially owned by Mr. Ye.
Note 2. Significant Accounting Policies
2(f) Inventories, page F-17

21.      We note from your filing that you retain store inventory ownership at
third-party operated
         stores before final sale to consumers in exchange for a pre-agreed
portion of sales
         proceeds. Please tell us how you perform physical counts on inventory
not in your
         possession.
22.      In note 2(f) you disclose that the amount of any write-down of
inventories to net realizable
         value and all losses of inventories are recognized as an expense in
the period the write-
         down or loss occurs. In note 2(q) you disclose that the franchisees
are responsible for the
         placement, physical custody and condition of the merchandise that they
have selected after
         the deliveries are accepted in stores. Please clarify who bears the
cost of shrink of your
         inventory held at third-party store operators.
Financial Statements
Note 6. Revenue
(i) Disaggregation of Revenue, page F-33

23.      We note from your accounting policy disclosure on page F-22 that
revenue includes:

                retail sales in self-operated stores
                product sales to franchisees
                sales to distributors
                sales-based royalties from franchisees and distributors.

         Given that your customer classes are different in retail sales in
self-operated stores than
         in product sales to franchisees and distributors, please disaggregate
"sales of lifestyle
         products" in the table on F-33 between retail sales in self-operated
stores and product sales
 Steven Zhang
MINISO Group Holding Ltd
August 13, 2020
Page 6
      to franchisees and distributors. Please also disaggregate "License fees,
sales-based
      royalties, and sales-based management and consultation service fees" to
separately
      quantify sales-based royalties.
Audited Consolidated Financial Statements for the Year Ended June 30, 2019
Notes to the Consolidated Financial Statements
Note 1. General Information, reorganization and basis of presentation
1.2 Reorganization and basis of presentation
(b) Reorganization of the Overseas Business, page F-75

24.   Please explain to us the accounting for the reorganization of the
overseas business in
      which MINISO HK acquired the equity interests of the Overseas Entities
for aggregate
      consideration of approximately RMB 133,394,000 in December 2018, and
MINISO HK
      subsequently became an intermediate holding company of the subsidiaries
conducting the
      'Overseas Business'. In your response, please explain to us the
accounting rationale for
      this transaction which resulted in the recognition of a 'Merger Reserve'
disclosed in Note
      26(b) on page F-54, which is presented as component of stockholders'
equity.
       You may contact Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202)
551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222
with any other
questions.



                                                           Sincerely,
FirstName LastNameSteven Zhang
                                                           Division of
Corporation Finance
Comapany NameMINISO Group Holding Ltd
                                                           Office of Trade &
Services
August 13, 2020 Page 6
cc:       Z. Julie Gao
FirstName LastName